Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

Global Competition Law

Under Article 10 of the Act, a concentration is defined as a change of control on a lasting basis resulting from : 
- the merger of two or more previously independent undertakings; 
- the acquisition by one or more natural persons or undertakings of direct or indirect control of one or more other undertakings; 
- the creation of a joint-venture by independent undertakings if it performs all functi …

Concept of concentration

The Prevention of the Restriction of Competition Act has set up provisions governing the control of concentrations similar to those in place at EU level. The provisions on concentrations extend to mergers, acquisitions and full-function joint ventures. Substantial rules are set out in Articles 10 and 11, while the rules of procedure can be found under Articles 42 to 53. In addition, the EU Merger Regulation applies. 

Context

Under Article 10 of the Act, a concentration is defined as a change of control on a lasting basis resulting from : 

- the merger of two or more previously independent undertakings; 

- the acquisition by one or more natural persons or undertakings of direct or indirect control of one or more other undertakings; 

- the creation of a joint-venture by independent undertakings if it performs all functions of an autonomous economic entity. 

To that end, control can stem from rights, contracts or any other means that confer the possibility of exercising decisive influence on such an undertaking or part of an undertaking. Examples of control provided for in the Act include ownership or right to use all or part of the assets of an undertaking, rights or contracts that confer a decisive influence on the composition, voting or orders of the bodies of an undertaking. 

Pursuant to Article 10(4) a concentration is not deemed to arise where banks or other financial institutions whose normal activities include transactions in securities, temporarily hold securities acquired on a temporary basis with a view to reselling them as long as they do not exercise voting rights and that they actually dispose of the business assets within one year of their acquisition.

Not all concentrations need be notified, only those meeting the dual threshold set out by Article 42 of the Act, namely:

- if the combined annual turnover in Slovenia of the undertakings exceeded EUR 35 million in the preceding business year, and

- if the annual turnover of in Slovenia of the target, or in case of a merger of at least two of the undertakings involved in the merger, or in case of a joint-venture, of at least two of the parent companies, exceeded 1 million in the preceding business year.

There is a specific “market share in Slovenia” individual threshold. Participants below the aforementioned thresholds having an individual or combined market share of 60% or more in any market in Slovenia must notify the transaction before closing to the Competition Protection Agency. The Agency has 15 days to invite the parties to present an exhaustive notification of their operation.

Thresholds

According to Article 11 of the Act, the criteria the CPA must apply in assessing a concentration is whether it would significantly impede effective competition in Slovenia, in particular as a result of the creation or strengthening of a dominant position.

The CPA will take into account, among other criteria, the market position of the undertakings involved, their financial options, the market structure, alternatives available to suppliers and users, any legal or other barriers to entry, supply or demand trends, the interests of intermediate and ultimate consumers and the development of technical and economic progress provided that it is to the consumer's advantage and does not form an obstacle to competition.

Global Competition Law

670. Concept of concentration

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Les notions juridiques connexes

670. Concept of concentration

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise