Slovakia

Mainly the Act No. 187/2021 on Protection of Competition and on Amendments and Supplements to Some Acts, as amended, and related secondary legislation.

The regime is mandatory and suspensory. Transactions meeting turnover thresholds must be notified and cannot be implemented before a clearance (with potential exemption to the standstill obligation, as discussed below).

The Antimonopoly Office of the Slovak Republic is responsible for investigation and decision-making as an independent authority.

The regime applies across all sectors. Certain sectors (e.g. banking, energy, media) may require additional regulatory approvals. A separate foreign direct investment (FDI) screening regime also applies.

Slovakia is an EU Member State, and the EU Merger Regulation applies. Transactions with an EU dimension fall under the European Commission’s jurisdiction instead of the national regime.

The Antimonopoly Office of the Slovak Republic cooperates within the European Commission and European Competition Network and with other authorities in cross-border cases in multijurisdictional mergers. In addition, the authority has cooperation with various local regulators, for instance with public procurement authority (mainly in relation to bid rigging cases).

There are discussions about introducing a “call-in” mechanism for below-threshold transactions, but no formal legislative proposal exists yet.

The trigger for Slovak merger control is a change of control on a lasting basis. Control is interpreted as the ability to exercise decisive influence over an undertaking, either on a legal or de facto basis. This includes influence over strategic commercial decisions, budget, business plans or appointment of management. Control is assessed on a case-by-case basis in line with the EU merger control principles and the practice of the European Commission.

Minority shareholdings can be caught if they confer decisive influence. This is typically the case where the shareholder obtains veto rights over key strategic decisions, such as approval of the budget, business plan, major investments or appointment of senior management. Purely passive minority investments without such rights are generally not notifiable.

There is no fixed minimum shareholding threshold under Slovak law, as even relatively low shareholdings may be caught if accompanied by strong veto or governance rights.

Each case must be assessed on an individual basis; there is no local guidance on this.

Mergers, acquisitions of shares or assets, and acquisitions of control by any means, as well as joint ventures. Also, acqui-hires or certain debt structures might be caught.

The formation or acquisition of a joint venture is caught by Slovak merger control rules if a joint venture qualifies as a full-function joint venture in line with EU Merger Regulation understanding. This requires that the joint venture performs, on a lasting basis, all functions of an autonomous economic entity and operates independently on the market. In such cases, it is treated as a concentration and is subject to notification if the relevant turnover thresholds are met.

By contrast, where a joint venture does not meet the full-functionality criteria, it is not considered a concentration and is not subject to merger control review. Such arrangements may instead be assessed under the general rules of competition law, in particular on cartel agreements.

Where a series of steps between the same parties form part of a single economic transaction or are interdependent, they are treated as one concentration for the purposes of merger control. In such cases, the notification obligation arises once there is a sufficiently firm intention to implement the overall transaction. Similarly, where different transactions between different parties are legally or economically linked, for example in the context of asset swaps or inter-conditional deals, they are typically assessed together as a single concentration if they form part of a unified transaction structure.

The Slovak merger control regime provides for two alternative turnover-based thresholds, either of which is sufficient to trigger a notification obligation. The first threshold is met where the combined Slovak net turnover of all undertakings concerned is at least EUR 46 million and at least two of the undertakings concerned achieve Slovak net turnover of at least EUR 14 million each. The second threshold applies where at least one undertaking concerned (typically the target or a merging party) achieves Slovak net turnover of at least EUR 14 million, and at least one other undertaking concerned achieves worldwide net turnover of at least EUR 46 million. The thresholds are not sector-specific or transaction-specific and are not subject to regular annual revision.

Turnover is calculated on the basis of net sales generated by the entire group to which the undertaking belongs for the last completed financial year. The relevant group includes all entities over which the undertaking exercises control, directly or indirectly.

For joint ventures, turnover is attributed in accordance with the controlling parents’ shareholding and the extent of control exercised over the undertaking. The calculation therefore reflects the economic reality of the group structure rather than purely formal ownership.

Geographical allocation of turnover is generally based on the location of customers, meaning that turnover is attributed to Slovakia where goods or services are supplied to customers located in Slovakia, regardless of where the seller is established. Geographical allocation of turnover follows EC practice.

There are no specific local rules for calculation of assets-based thresholds.

An entrepreneur’s turnover expressed in a foreign currency must be converted into euros, using the average of the reference exchange rates determined and published by the European Central Bank or the National Bank of Slovakia that are valid for the relevant accounting period.

The Slovak merger control regime does not include separate jurisdictional thresholds based on market shares, share of supply or similar criteria.

A local nexus is required in the form of turnover generated in Slovakia, as the jurisdictional thresholds are based on Slovak net turnover. A transaction will only be notifiable where the undertakings concerned generate sufficient turnover in Slovakia, regardless of where they are headquartered or where the transaction is implemented. There is no separate exemption for foreign-to-foreign mergers, but in practice most such transactions fall outside the scope of Slovak merger control due to the absence of sufficient local turnover.

There is no de minimis exemption or sector-specific exemption under Slovak merger control rules.

However, a concentration is not deemed to exist if: a financial institution whose ordinary activities include trading in securities on its own account or on behalf of others temporarily acquires securities for the purpose of their subsequent sale; or the temporary acquisition of control over the entrepreneur results from specific regulations.

The Slovak authority does not have a formal call-in power specifically designed for transactions that should have been notified. However, the authority will start a procedure on imposition of a fine for not filing and also request parties to file.

The Slovak authority does not currently have a general power to review below-threshold transactions under merger control rules but might do that under abuse of dominance regulation. However, the authority is exploring a possibility of such power.

There is no specific statutory longstop date for merger review or for initiating proceedings in relation to unnotified concentrations. The authority must impose sanctions within 10 years since the non-compliance occurred.

Currently no, but the authority is also exploring a potential option to do so.

Where the jurisdictional thresholds are met, notification is mandatory and the transaction must be cleared prior to implementation. The obligation to notify cannot be waived. However, the authority may grant an exemption from the standstill obligation in exceptional circumstances, allowing the parties to implement the transaction before clearance. This does not remove the obligation to notify but only affects the timing of implementation.

A standstill obligation applies under Slovak law. This includes both legal and factual implementation, such as the transfer of control or integration of the parties’ businesses.

If a transaction is implemented in breach of the standstill obligation, the Slovak authority may impose fines (they are doing it quite frequently) and require measures to restore effective competition. The Slovak law explicitly regulates “hold separate” obligations that might be imposed by the Slovak authority if there is a reasonable basis to believe that the rights and obligations arising from concentration are being exercised.

The authority may grant an exemption from the standstill obligation. Such exemptions are granted only in exceptional circumstances and require the parties to demonstrate serious and objective reasons, such as a risk of significant financial harm to the target. In practice, waivers are very rare. Carving out Slovakia to close other parts of the transaction is possible depending on the transaction structure.

The obligation to notify lies with the merging parties, the party or parties acquiring control, or the parent companies in the case of a joint venture. A seller is typically not involved (unless a seller will still retain control after the transaction).

The filing fee is EUR 4,950 for electronic filing and must be made before the formal filing. The responsible party is the notifying party.

The obligation to notify is triggered once a concentration exists and the jurisdictional thresholds are met. This typically occurs where the parties have entered into a binding agreement, announced a public bid, or otherwise reached a sufficiently concrete stage where a change of control is envisaged.

Notification can be submitted before signing, provided that the transaction is sufficiently advanced, and the parties can demonstrate a realistic and sufficiently defined intention to implement the concentration (e.g. by head of terms).

There is no filing deadline, but a notification must be submitted before implementation.

The notification must be submitted using the prescribed form and must include detailed information on the transaction, the parties, their activities, turnover and relevant markets. Supporting documentation, such as transaction agreements, financial statements, extracts from the commercial registers and internal analyses, must also be provided.

Notifications are submitted in Slovak and require translations of supporting documents (or at least parts of them) to Slovak language.

Although there is no formal simplified procedure, non-problematic cases are typically reviewed and cleared within Phase I without extensive investigation.

The pre-notification discussions are not mandatory but strongly recommended and expected by the Slovak authority to simplify and speed up the assessment. They usually take one to two weeks.

The review consists of Phase I, which lasts 25 working days from a complete filing, and (if necessary) Phase II, which extends the review by an additional 90 working days. Each request for information stops the clock. The parties might also request a prolongation of the review period (up to additional 30 working days).

If the last day of the period falls on a Saturday, Sunday or holiday (non-working day), the next following working day shall be considered the last day of the period.

In straightforward cases, clearance is typically obtained within approximately four to eight weeks, including the drafting of the notification and pre-notification. If there are some overlaps, but no Phase II procedure is opened, the timeframe is between two and five months. Phase II procedures might take up to one year or more.

Public takeover bids may proceed in parallel with a merger control review, but they do not override the standstill obligation under competition law. As a result, the acquirer may launch and pursue the offer process, provided that the concentration has been properly notified and that voting rights attached to the acquired shares are not exercised before clearance.

Third parties may be consulted during the review process (e.g. in course of market testing) and may submit observations, although they do not have formal party status. Also, third parties can submit complaints to the authority in case of potentially non-notified transactions.

The authority has broad powers to request information and supporting documents from the parties and third parties. Information requests are typically formal.

Business secrets must be marked by the notifying party, and the Antimonopoly Office of the Slovak Republic protects confidential information by publishing only non-confidential versions of decisions.

The substantive test is whether the concentration would significantly impede effective competition in the relevant market or a substantial part thereof, in particular through the creation or strengthening of a dominant position. This test is applied in both Phase I and Phase II, with Phase II involving a more detailed and evidence-based assessment. The analysis focuses on factors such as market structure, barriers to entry and countervailing buyer power. Non-competition considerations, such as public interest or industrial policy, are not formally taken into account in the Slovak merger control regime.

The Antimonopoly Office of the Slovak Republic may take efficiencies into account where they are substantiated, merger-specific and likely to be passed on to consumers. The burden of proof lies with the notifying parties, who must demonstrate the relevance and verifiability of such efficiencies.

The authority communicates its concerns to the parties during the review process, typically through requests for information, meetings or informal/email communication. There is no strict formal procedure equivalent to a statement of objections, but concerns are clearly articulated in the course of the investigation. The parties have the opportunity to respond and may submit additional evidence or arguments. There is no formal hearing as a standard step, but the process allows for sufficient interaction with the authority. Access to the file is limited and subject to confidentiality restrictions, in particular with respect to third-party information or business secrets.

Remedies may be proposed by the parties at any stage of the proceedings, although they are typically discussed once the authority has identified potential competition concerns. In practice, this often occurs in the later part of Phase I or during Phase II. The authority assesses whether the proposed remedies are sufficient to eliminate the identified concerns and may request modifications. The process is interactive and may involve several rounds of discussions before the authority reaches a final decision.

The authority may accept both structural and behavioural remedies. Structural remedies, such as divestments of businesses or assets, are strongly preferred as they provide a clear and lasting solution to competition concerns. Behavioural remedies, including access or non-discrimination commitments, may be accepted in exceptional situations where appropriate.

A transaction cannot be completed before clearance is granted. Where remedies are imposed, their implementation may be required either prior to or shortly after closing, depending on their nature and the terms of the decision. Remedies are binding on the parties, and their implementation is monitored by the Slovak authority, often with the involvement of a monitoring trustee in the case of structural remedies. Failure to comply with imposed remedies may result in fines or further enforcement action.

The decision is delivered to a notifying party or an authorised representative and published on the Antimonopoly Office of the Slovak Republic website (once it is final).

There is a period of 15 days for potential appeal that can be waived.

Ancillary restraints are not discussed in the notification or in the final merger clearance.

An appeal against the decision can be filed within 15 days from delivery, which is then decided by the board of the Antimonopoly Office of the Slovak Republic. Subsequently, a lawsuit can be filed with an administrative court.

Failure to notify a concentration may result in fines of up to 10% of the undertaking’s worldwide turnover. Sanctions are imposed on the undertakings concerned, typically the acquiring party or parties exercising control. Individuals are not subject to fines and the sanctions are administrative rather than criminal in nature.

Enforcement has primarily targeted undertakings with effects in Slovakia, regardless of whether they are controlled by domestic or foreign entities.

When there is a failure to notify, Slovak law does not provide that the transaction would be automatically void, but the authority may intervene and impose corrective measures.

Implementation of a concentration prior to clearance may result in fines of up to 10% of the undertaking’s worldwide turnover. Sanctions are imposed on the undertakings involved, typically the acquiring party, and individuals are not subject to liability. The sanctions are administrative and not criminal.

Providing inaccurate, misleading or incomplete information may result in fines of up to 1% of the undertaking’s worldwide turnover. These sanctions are imposed on the notifying party and are administrative in nature, with no liability for individuals.