Category: Slovenia

Ketler & Partners, member of Karanovic, has advised Gunnebo Safe Storage on its acquisition of the Primat Group. Lah, Jambrovic & Partners and Podjed, Kahne & Partners advised the sellers.

Gunnebo Safe Storage is a Swedish security solutions provider. 

Primat Group manufactures safes and secure storage solutions and operates in Slovenia, Serbia, and Bosnia and Herzegovina.

According to Ketler & Partners, the acquisition strengthens Gunnebo’s European production capabilities, particularly in Primat’s facilities in Slovenia and Serbia. “Primat’s integration into Gunnebo’s global network, which includes 12 production facilities and over 3,500 employees, aims to sustain and potentially grow employment at Primat’s Maribor and Baljevac sites,” the firm reported.

The Ketler & Partners team included Senior Partner Marko Ketler and Senior Associate Nina Krajnc Anzlovar.

The Lah, Jambrovic & Partners team included Managing Partner Miha Lah and Attorney at Law Matic Spur.

The Podjed, Kahne & Partners team included Partner Matija Kahne and Senior Associate Nadja Micic.

Schoenherr has advised GA Adriatic, formerly Renault Nissan Slovenija, on the settlement negotiations with the Slovenian Competition Protection Agency. Zidar Klemencic reportedly advised GA Adriatic in auxiliary proceedings. Cad, and reportedly Fatur Menard, advised Avtohisa Malgaj; Podjed, Kahne & Partners advised Avtohisa Real; Fasun, Melihen, Milac, Strojan reportedly advised Plesko Cars; and Tadej Kalan reportedly advised Avtoservis Kalan, all of which were involved in the proceedings as well.

GA Adriatic is part of the Grand Automotive group, a distributor of passenger cars, including Renault, light commercial vehicles, and spare parts, as well as an operator of retail sites for the sale and service of vehicles.

According to Schoenherr, “the case involved an investigation by the Agency into allegations of cartel arrangements among several Renault repair outlets and dealers, specifically concerning bid rigging in public tenders for auto repair services. In 2021, the Agency issued an infringement decision finding that Renault Nissan Slovenija (now GA Adriatic), Avtohisa Real, Avtohisa Malgaj, Plesko Cars, and Avtoservis Kalan violated competition laws. In response, GA Adriatic filed a lawsuit in 2022 to challenge the Agency’s decision before the Administrative Court of the Republic of Slovenia.”

Moreover, according to the firm, “effective January 2023, the new Competition Restriction Prevention Act introduced provisions for reducing administrative fines by up to 20% for companies that apply for settlements. Four of the five companies expressed interest in this process and engaged in negotiations with the Agency. After lengthy and complex negotiations, the parties reached a settlement on the amount of the fine and certain other arrangements.”

The Schoenherr team included Partners Matej Crnilec and Zoran Soljaga, Attorney at Law Spela Lovsin, and Senior Associate Tilen Zagar.

The Cad team included Senior Partner Tomaz Cad and Junior Partner Matic Cad.

The Podjed, Kahne & Partners team included Partners Blaz Mercun and Matija Kahne.

Slovenia is witnessing high levels of deal activity, particularly in M&A and corporate finance, according to Schoenherr Partner Vid Kobe, with banking sector consolidation leading the charge.

“It’s been a very busy half-year for transactions in Slovenia,” Kobe begins. “As a transaction lawyer, I’ve observed high levels of deal activity in M&A and corporate finance. Many colleagues across Central and Eastern Europe have noted similar trends, particularly over the summer.”

On one hand, Kobe continues to say that “banks are reporting strong results, and there’s considerable investor interest in technology and renewables. In addition to construction sector transactions, we’ve also seen notable deals in agriculture and private healthcare, sectors that are attracting growing attention.” On the other hand, he reports that “certain large industrials, particularly those linked to automotive and certain consumer-facing businesses, are showing signs of struggle.” 

Focusing on a few standout transactions in the financial sector, Kobe says that “there’s been continuous activity in Slovenia and the broader region, driven by strong business performance and healthy balance sheets. Against the backdrop of what is still a somewhat fragmented banking sector in Slovenia, we’re again seeing some consolidation. For instance, NLB recently launched an effort to acquire Adiko, an Austria-headquartered bank with a presence across former Yugoslavia.” While this attempt was not successful, Kobe feels that it reflects a broader trend of appetite for banking sector consolidation in the region. “Strategic buyers have been the driving force behind many transactions, particularly in the financial sector. They’re fueling most of the activity, and their influence will likely persist into the next quarter.”

Moreover, Kobe adds that there have been “other notable developments in the market, with two sizeable banks merging following their acquisition by OTP, creating one of the largest players in the market. There also appears to be some consolidation activity in respect of smaller lenders.” Additionally, he shares that there have been some notable transactions in the fintech sector — including the “acquisition of the Slovenian-established Bitstamp by Robinhood, a US financial services giant, and a significant growth investment by BlackPeak, a CEE private equity fund, into Leanpay which focuses on “buy now, pay later” services.”

Furthermore, Kobe says agriculture is increasingly perceived as an attractive asset class, driven by concerns over food security and self-sufficiency. 

Finally, looking ahead, Kobe says he expects a “busy fourth quarter, particularly in financial technology and renewables. However, there’s also some concern about impending restructurings, especially as certain companies linked to the automotive sector have already declared insolvencies.” Beyond transactions, Kobe adds that the financial sector is also dealing with ongoing Swiss franc consumer litigations and Euribor-floor-linked collective action proceedings. “New collective actions were launched last year, accusing banks of overcharging consumers on interest calculations. Court hearings are scheduled for this autumn, and these cases will be closely watched,” he concludes.

The right to disconnect entitles employees not to be at the employer’s disposal during rest periods and other justified absences.

According to Article 142a of the Slovenian Employment Relationships Act, employers must adopt measures to ensure employees’ right to disconnect by 16 November 2024 at the latest.

Specific measures are not regulated by statutory law but shall be determined in collective agreements or internal policies, according to the following hierarchy:

(i) industry-level collective agreement,
(ii) company-level collective agreement concluded with a trade union (company collective agreement), if the measures are not stipulated in an industry-level collective agreement,
(iii) an employer’s general act (policy) which requires a prior opinion of the works council / employee trustee; in the absence of a works council / employee trustee, the employer must inform the employees of the implementation of the measures.

1. Practical examples of possible measures

• Employees may be clearly informed that they are not obliged to take calls or respond to e-mails received outside working hours;
• E-mails received after working hours on working days, weekends and holidays may be automatically delivered to the employee’s mailbox at the start of the next working day;
• The employer may implement technical restrictions with regard to access to an employee’s mailbox outside of working hours;
• In the event of a longer absence by an employee (such as, an annual leave), an automatic out-of-office reply may be activated, which may contain the information to contact another employee in case of emergency;
• Meetings may not be scheduled outside reasonable business hours (e.g., starting half an hour after the start and ending half an hour before the end of regular business hours); regular meetings may need to be scheduled at least 48 hours in advance and concluded at the scheduled time, etc.

2. Exceptions

All exceptions from the right to disconnect must be justified and relate to situations in which the work process may be seriously compromised and require an immediate response. It is advisable to anticipate these circumstances in a relevant policy (e.g., on-call time, cases of force majeure or urgent circumstances, etc.), as the employer will have to prove the urgency of these circumstances.

3. Burden of proof

The employer will bear the burden of proof that it has adopted appropriate measures. These measures must be properly implemented, both legally (e.g., through adopted policies) and from the technical and organisational perspective, e.g., by division and project managers. The employer is also obligated to ensure such measures are followed and implemented on a permanent basis, thus contributing to company culture. Who enjoys the right to disconnect?

All employees, including managing directors, procurators and executive employees enjoy the right to disconnect. With regard to managerial and executive employees, their right to disconnect is limited by the nature of their work and the possibility of agreeing to different working hours, breaks and rest periods in their employment contracts.

4. Sanctions

• EUR 1,500 – 4,000 for an employer,
• EUR 150 – 1,000 for the responsible person of the employer.

In case of an employer’s breach, employees have the right to request in writing that the violation be cured, only after which they will also have access to judicial proceedings. Should the affected employee suffer any damage, the employer is liable under the general rules of civil law.

We expect that violations of the right to disconnect will become particularly relevant in cases of burnout. The labour inspector may focus more on these issues and the Health Insurance Institute of Slovenia may increasingly claim reimbursement for the costs of employees’ sickness absences from breaching employers.

5. How to regulate the right to disconnect?

1) Identify the appropriate manner for adoption of the general internal act. Is it necessary to wait for negotiations between social partners (trade unions and employers’ organisations), or should one engage in negotiations with the employer’s trade union, or consult with a works council?

2) Prepare a proposal of an annex to the company-level collective agreement or an internal policy providing for appropriate measures to ensure the right to disconnect.

3) Consult with the trade union for the purpose of adopting the annex to the company-level collective agreement or inform the works council or employees on the proposed measures. The works council may give its opinions, which must be considered by the employer.

4) Adopt the annex or the policy, which should be published in the usual form (on a billboard, intranet, etc).

5) Inform all employees in the customary manner. Ensure that the policy is available and accessible to employees at all times.

Once the guidelines or measures meant to ensure the right to disconnect are contained in an industry-level collective agreement, each employer must inform the employees in writing of the specific measures, which in practice will likely need to be reflected in a separate policy.

By Markus Bruckmueller and Teja Balazic Jerovsek, Partners, and Ziga Dolhar, Counsel, Wolf Theiss

Fabiani, Petrovic, Jeraj, Rejc and MP Law have merged as of September 30, 2024, to create PFP Law.

The new firm has offices in Slovenia and Austria with the team including Luka Fabiani, Jernej Jeraj, Tomaz Petrovic, and Bostjan Rejc as Partners in Slovenia, Marko Vladic as a Partner in Austria, and Marko Prusnik as a Partner in both.

Fabiani focuses on dispute resolution, criminal law, compliance, data protection, IP/TMT, and fraud investigations.

Jeraj focuses on corporate/M&A, insolvency/restructuring, labor, and real estate. 

Petrovic focuses on corporate/M&A, real estate, PPP/infrastructure, dispute resolution, and competition.

Rejc focuses on corporate/M&A, energy, IP/TMT, and compliance.

Vladic focuses on corporate/M&A, real estate, and dispute resolution.

Prusnik focuses on corporate/M&A, capital markets, banking/finance, and real estate.

According to the firm, while it will continue to provide “services across all traditional legal areas,” it “will maintain a special focus on commercial transactions and supporting clients in their cross-border business.”

Sibincic Novak & Partners has advised Studenac on its acquisition of Kea from Bostjan Kukovicic. Gregorovic, Dobrajc, Mlinaric advised the seller.

Studenac is a Croatian retailer.

Kea is a retail chain in Slovenia.

The Sibincic Novak & Partners team included Partners Matic Novak and Anja Strojin-Stampar, Attorney at Law Jan Luksic, and Junior Associates Hana Sustersic and Nina Jasenc Lencek.

The Gregorovic, Dobrajc, Mlinaric team included Partners Jozko Gregorovic, Gregor Dobrajc, and Jernej Mlinaric, Lawyer Petra Mavec, and Lawyer Candidate Luka Skrinjar.

In September 2024, Kinstellar announced that NLB’s acquisition of Summit Leasing Slovenia (as reported by CEE Legal Matters on December 14, 2023) has now closed.

According to Kinstellar, after receiving all required regulatory and anti-trust approvals, NLB became the sole shareholder of SLS Holdco, the parent company of Summit Leasing Slovenija, and its subsidiaries, including Croatian Mobil Leasing.

As previously reported, Kinstellar and Kavcic Bracun & Partners advised Slovenia’s Nova Ljubljanska Banka banking group on the acquisition of SLS Holdco and its subsidiaries from funds managed by affiliates of Apollo Global Management and the European Bank for Reconstruction and Development. 

According to Kinstellar, “Summit Leasing has a vast network of over 750 dealers in Slovenia and Croatia, as well as over 550 points-of-sale in consumer finance in Slovenia. At the end of 2022, Summit Leasing managed approximately 140,000 outstanding financing contracts with over 110,000 customers.”

The Kinstellar team included Partner Emre Ozer and Associate Bianka Kovac.

The Kavcic Bracun & Partners team included Managing Partner Matej Kavcic and Partner Aleksandra Mitic.

Fatur Menard has advised KGAL Group-affiliate Katera Beteiligungs-Verwaltungsgesellschaft P11 mbH on its successful takeover bid following its acquisition of 87.58% of shares in Nama from Zavarovalnica Triglav and Generali (originally reported by CEE Legal Matters on May 9, 2024).

Back in May, Katera already published an intention to initiate the mandatory takeover bid for the remaining shares when its acquisition of the majority stake was concluded and, according to Fatur Menard, “upon completion of the takeover procedure, Katera owns, together with the companies with which it acts in concert, 99.98 % of Nama shares.”

The Fatur Menard team was led by Senior Partner Maja Menard and included Partner Lovro Jurgec and Attorneys Helena Belina Djalil and Martin Carni.

The Slovenian justice system has been abuzz in recent months with talks of digitalization, according to Senica & Partners Partner Maja Subic, who also reports on the ongoing administrative strike in the country. Despite the latter and other grounds for initial concern, the year is shaping up well for the Slovenian market.

“One of the most significant advancements when it comes to the digitalization of the justice system is the ability to file a motion for admission of revision electronically with the Supreme Court,” Subic begins. “This is a crucial step because one of the Ministry of Justice’s key priorities is to fully digitalize the justice system.” As Subic reports, the goal is to make it possible to file all motions and access all files electronically, including electronic service of documents. 

Furthermore, and in line with the digitalization trend, Subic reports that “lawyers are eagerly anticipating the introduction of video conferencing for main hearings. While our legislation already supports this, the courts are not yet well-equipped, and judges are somewhat hesitant to adopt these technologies.” Unequivocally though, Subic feels that video conferencing would be incredibly beneficial, “especially for cross-border matters involving witnesses from abroad. I am hopeful that we will see this digital tool become commonplace soon.”

Continuing, Subic reports of an ongoing strike of administrative units in Slovenia. “The strike has significantly impacted both clients and lawyers. There are 60 administrative units responsible for issuing various permits, from work permissions to building permits.” As Subic reports, the strike has caused procedures to slow down considerably, leading to long lines and delays. “This situation has particularly affected transactions, as we are now waiting much longer for approvals. The catalyst for the strike is the demand for higher salaries in the public sector, which the government has been hesitant to approve.” Although the number of striking units is gradually decreasing and there is pressure from the ministry to perform at least basic and urgent work, the overall process has slowed down, Subic says.

Still, despite all of these challenges, the Slovenian market appears to be doing just fine. “Surprisingly, the market for M&A deals is improving,” Subic goes on to say. “We are seeing a return to the number of deals we had before COVID-19, indicating that the market is slowly recovering. This is encouraging, especially given the geopolitical context.” In particular, real estate transactions seem to have top billing. “Real estate investment remains very popular in Slovenia, especially residential properties,” Subic says. “During the COVID-19 era, the number of deals increased significantly, but now it has slowed to a more normal level compared to those peak times. Regarding commercial real estate, there is still a huge demand for logistics and hotels, although availability is limited – investors are cautious due to high interest rates and construction costs, but overall, the sector is looking up,” Subic explains.

Finally, assessing the year so far, Subic says that while 2024 started with an air of slight worry, things are now running smoothly. “We started the year with some worries, particularly because Slovenia’s economy is closely tied to Germany’s, and there were concerns about potential impacts. However, for now, lawyers are busy with a lot of work and transactions.” Ultimately, Subic concludes by saying that “it seems that the market is resilient, and things are steadily improving despite the initial concerns.”

A surge in small and mid-sized M&A deals, the rising trend of collective legal actions, and some major infrastructure developments are at the top of lawyers’ agendas in Slovenia, according to Jadek & Pensa Senior Partner Aleksandra Jemc Merc.

“Recently, there has been a noticeable uptick in small and medium-sized M&A deals in Slovenia,” Jemc Merc begins. “It’s interesting to observe this surge and, while pinpointing a single reason can be challenging, it appears we’re witnessing a generational transition,” she says. “Following Slovenia’s independence in 1991, there was a shift from socialism to capitalism, leading to the emergence of many businesses. Now, 30 years later, the founders of these successful companies are looking to exit. Additionally, people who have accumulated significant wealth are now reinvesting in new emerging Slovenian investment funds and acquiring other companies,” she explains.

Moving on, Jemc Merc reports another interesting wave – collective actions. “Over the past few years, we’ve seen several notable collective actions. One significant case involved Apple in 2021, filed by a certain association. The court of first instance ruled that this association didn’t meet the threshold of representing consumers adequately and we are currently awaiting a decision from the high court, which could significantly impact future actions, particularly those against banks related to practices when interest rates were below zero (EURIBOR floor clauses),” she highlights. “Additionally, there has been a wave of collective actions against telecommunications operators; a consumer protection NGO has recently joined these efforts. These actions are just beginning, and we might expect more in the near future,” she says.

Additionally, Jemc Merc reports that infrastructure development is a hot topic. “One of the most significant projects is the plan to build a second nuclear power plant,” she shares. “The government has ramped up its activities around this project, and a referendum is expected to gauge public opinion. This project enjoys broad political support and various sectors, including law firms and advisors, are positioning themselves to contribute to the process,” she explains. The new power plant is slated to begin operations around 2040, should everything unfold according to plan.

“Another key project,” Jemc Merc continues, “is the so-called ‘third development axis,’ which involves constructing an expressway across Slovenia to connect and assist in further development of the northern and southern parts of the country.” The project is at different stages, she points out, “with some parts already under construction, others awaiting permits, and some still in the planning phase. There’s a lot of activity and also some litigation surrounding these developments, as permits are granted and construction begins,” Jemc Merc concludes.