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29 - Republic of Slovenia
- from Part V - Application in each Member State
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- By Jurij Dolžan, Odvetnik Jurij Dolžan, Mitja Vidmar & Igor Zemljarič, Matija Knapič, Odvetnik Jurij Dolžan, Mitja Vidmar & Igor Zemljarič, Samo Herič, Odvetnik Jurij Dolžan, Mitja Vidmar & Igor Zemljarič
- Edited by Dirk Van Gerven
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- Book:
- Cross-Border Mergers in Europe
- Published online:
- 07 October 2011
- Print publication:
- 08 September 2011, pp 128-151
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- Chapter
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Summary
Introduction
The Cross-border Merger Directive was implemented into the legal system of the Republic of Slovenia (hereinafter referred to as ‘Slovenia’) via amendments to the Companies Act (Zakon o spremembah in dopolnitvah Zakona o gospodarskih družbah or ZGD-1A), which entered into force on 31 January 2008 and was published in the Official Journal no. 10/2008 (Uradni list RS, no. 10/2008) of 30 January 2008 (hereinafter referred to as ‘ZGD-1A’ or the ‘Amendments’) and the Worker Participation in Decision-making by Cross-border Mergers of Limited Liability Companies Act (Zakon o soodločanju delavcev pri čezmejnih združitvah kapitalskih družb, hereinafter referred to as ‘ZSDČZKD’) which entered into force on 7 June 2008 and was published in the Official Journal no. 56/2008 (Uradni list RS, no. 56/2008) of 6 June 2008.
Provisions of ZGD-1A are integrated into the Companies Act, as amended (Zakon o gospodarskih družbah, hereinafter referred to as ‘ZGD-1’) in Articles 622.a to 622.l of ZGD-1. Prior to the implementation of the Cross-border Merger Directive, ZGD-1 included provisions applicable to internal mergers. Article 622.b(2) of ZGD-1 provides that cross-border mergers shall be mutatis mutandis governed by the provisions applicable to internal merger, unless specific provisions applicable to cross-border mergers apply. As a result of such approach the Amendments only introduced the minimum necessary changes to implement the Cross-border Merger Directive. Before the implementation of the Cross-border Merger Directive it was not clear what would happen in a case of a merger involving companies from other states which are members of the European Economic Area, however, on the basis of the SEVIC case, such mergers would seem to be allowed in accordance with provisions of the Cross-border Merger Directive even before its implementation.
28 - Republic of Slovenia
- from Part II - Application in each Member State National reports for the EU Member States
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- By Matija Knapič, Odvetniki Jurij Dolžan, Mitja Vidmar & Igor Zemljarič, Jurij Dolžan, Odvetniki Jurij Dolžan, Mitja Vidmar & Igor Zemljarič, Peter Premk, Odvetniki Jurij Dolžan, Mitja Vidmar & Igor Zemljarič
- General editor Dirk Van Gerven
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- Book:
- Common Legal Framework for Takeover Bids in Europe
- Published online:
- 11 May 2010
- Print publication:
- 28 January 2010, pp 201-222
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Summary
Introduction
The Takeover Directive was implemented in the Slovenian legal system by the Law on Takeovers (Zakon o prevzemih, hereinafter referred to as ‘ZPre-l’), which entered into force on 11 August 2006 and was amended on 5 January 2008 (‘ZPre-1A’) and 9 July 2008 (‘ZPre-1B’).
Since one of the main aims of ZPre-1 was to implement the Takeover Directive, they share many key principles, such as equal treatment of holders of securities, ensuring informed decisions, securing the interests of the company as a whole, protecting employees of relevant companies and others.
ZPre-1 is administered and enforced by the Securities Market Agency (Agencija za trg vrednostnih papirjev, hereinafter referred to as ‘ATVP’), established and operating under the Securities Market Act (Zakon o trgu finančnih instrumentov, hereinafter referred to as ‘ZTFI’), which acts as a regulatory and supervisory authority under both the Takeover Directive and the Prospectus Directive.
Scope
In accordance with Article 4 of ZPre-l, the takeover bid procedure shall apply to (i) public and (ii) joint-stock companies not listed on the organised market if they have at least 250 shareholders and at least €4,000,000 of share capital on the last day of the year before application of ZPre-1.
As stated in chapter 1 of the first volume of this book, the Takeover Directive only regulates takeover bids for voting securities of companies when at least some of the companies' securities are admitted to trading on the regulated markets. However, national law may extend application of the Takeover Directive to bids on unlisted securities: indeed, this was the case with ZPre-l.