In connection with acquisitions of businesses, similarly as in other countries, also in Slovakia antitrust legal regulations apply:
A concentration (i.e. a merger or amalgamation of two or more previously independent undertakings or an acquisition of direct or indirect control by one or more undertakings over another undertaking or part of it or over more undertakings or parts of them) may be subject to merger clearance provided that the statutory requirements are met. Control of all mergers meeting the notification criteria is conducted by the Antimonopoly Office of the Slovak Republic (the “Office”).
A concentration has to be notified to the Office if the following turnover thresholds are met:
- the combined aggregate (group consolidated) turnover of the undertakings concerned for the last financial year preceding the concentration in the Slovak Republic was at least €46 million, and at least two of the undertakings concerned have generated in the Slovak Republic each an aggregate turnover of at least €14 million for the last financial year preceding the concentration, or
- the aggregate turnover for the last financial year preceding the concentration in the Slovak Republic was
- (i) in the case of concentration by merger or amalgamation of two or more independent undertakings – at least €14 million generated by at least one undertaking concerned and the worldwide aggregate turnover generated for the last financial year preceding the con-centration generated by another undertaking concerned was at least €46 million,
- (ii) in the case of concentration by acquisition of control – at least €14 million generated by at least one target undertaking and the worldwide aggregate turnover for the last financial year preceding the concentration generated by another undertaking concerned was at least €46 million,
- (iii) in the case of concentration by creation of a full-function joint venture – at least €14 million generated by at least one of the undertakings creating the joint venture and the world-wide aggregate turnover for the last financial year preceding the concentration generated by another undertaking concerned was at least €46 million.
All domestic and international transactions which meet the above notification thresholds are subject to review by the Office.
As Slovakia is an EU Member State, certain categories of concentrations are subject to control of the Commission. Should the turnovers of undertakings concerned meet the notification thresholds stipulated in Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings, the concentration will be regarded as being of community dimension. In such case, exclusive competence of the Commission to deal with a concentration having community dimension is established and the Office is competent to act only in cases specified in the EU Merger Regulation.
Register of Public Sector Partners
In addition to mandatory registration of ultimate beneficial owners (“UBO”) of a company with the Slovak commercial register, which results from the EU legislation (and hence this requirement is similar as in other EU countries), in Slovakia there applies yet another specific regulation concerning the UBOs.
In general, all legal entities or individuals (both local and foreign) making business with the state, state-owned enterprises and companies, or with other public entities, or otherwise receiving money or assets from public funds, must be registered in a Register of Public Sector Partners (certain exceptions apply). In the register – which is public – they must register and disclose their UBOs. Only specific persons and entities (such as attorneys-at-law, notaries, etc.) are entitled to make the registration on behalf of the registered person, hence the registered person cannot make the registration on its/his/her own.
Lengthy court proceedings
One of the main challenges not only for foreign investors, but also for local entrepreneurs, is the length of court proceedings, and hence difficulties to efficiently and quickly enforce one’s rights. The court proceedings can take several years.