29 - Republic of Slovenia

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.