Effective 31 May 2020, Slovenia temporarily established a screening mechanism for inward investment as part of the Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic. The law, designed to protect Slovenia's security interests, establishes a review mechanism for the establishment or acquisition by a foreign investor – EU or third country nationals – of 10% or more of the shares or voting rights in companies operating in sectors such as critical infrastructure; critical technologies; freedom and pluralism of the media; or in projects and programs of interest of the European Union. Would-be acquirers need to notify such transactions to the authorities within 15 days of the transaction. Both investors and target companies can make the notification. Transactions that have not been notified can be reviewed for a period of five years and a set of sanctions may be applied in case of non-respect of the notification obligation. The mechanism is scheduled to expire on 30 June 2023.
"11. SCREENING OF FOREIGN DIRECT INVESTMENTS
Article 69 (Foreign investor)
A foreign investor shall be a citizen of a Member State of the European Union, a Member State of the European Economic Area, Swiss Confederation or a third country or a legal entity with a registered office in a Member State of the European Union, a Member State of the European Economic Area, Swiss Confederation or a third country, intending to make or having made a foreign direct investment.
Article 70 (Foreign direct investment)
Foreign direct investment shall mean an investment by a foreign investor aiming to establish or maintain lasting and direct links between the foreign investor and the legal entity established in the Republic of Slovenia and to acquiring at least 10% of the equity or voting rights therein.
Article 71 (Notification of foreign direct investment)
(1) The foreign investor or the offeree company or the acquired company must notify the ministry responsible for economy (hereinafter: the Ministry) of the foreign direct investment concerning the sector of business referred to in paragraph three of Article 72 hereof no later than 15 days after the conclusion of the merger contract or the announcement of the takeover bid.
(2) The foreign investor or its subsidiary in the Republic of Slovenia shall report the foreign direct investment concerning the sector of business referred to in paragraph three of Article 72 hereof with which the foreign investor intends to invest in tangible and intangible fixed assets that relate to the establishment of a new business unit, the expansion of a company's business unit, the diversification of a business unit's production into new products that were previously not produced in this business unit, or any significant changes in a business unit's entire production process no later than 15 days after the establishment of the company in the Republic of Slovenia.
(3) If the foreign investor or its subsidiary in the Republic of Slovenia obtains the right to dispose of land and real estate that are essential for or close to critical infrastructure, then these shall be reported to the Ministry within 15 days after the conclusion of the contract granting them the right to dispose of the aforementioned land and real estate.
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Article 72 (Screening)
(1) Screening shall be a process in which the Ministry decides whether a foreign direct investment concerning the sector of business referred to in paragraph three of this Article is approved, sets out the conditions for its implementation, prohibits or unwinds the aforementioned investment if it poses a threat to security or public policy of the Republic of Slovenia.
(2) The Ministry may undertake the screening of a specific foreign direct investment concerning the sector of business referred to in paragraph three of this Article, but no later than five years:
- after the conclusion of the merger contract or the announcement of the takeover bid as referred to in paragraph one of Article 71 hereof;
- after the establishment of a company in the Republic of Slovenia as referred to in paragraph two of Article 71 hereof in which the foreign investor acquired 10% of the equity or voting rights or
- after the conclusion of the contract granting them the right to dispose of the land and real estate as referred to in paragraph three of Article 71 hereof.
(3) A foreign direct investment poses a threat to security or public policy of the Republic of Slovenia, particularly where it affects (risk factors):
- critical infrastructure, whether physical or virtual, including energy, transport, water, health, communications, media, data processing or storage, aerospace, defence, electoral or financial infrastructure, and sensitive facilities, as well as land and real estate crucial for the use of such infrastructure or close to such infrastructure;
- critical technologies and dual use items as defined in point 1 of Article 2 of Council Regulation (EC) No 428/2009, including artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defence, energy storage, quantum and nuclear technologies, nanotechnologies and biotechnologies as well as health, medical and pharmaceutical technologies;
- the supply of critical inputs, including energy or raw materials, food security, medical and protective equipment;
- access to sensitive information, including personal data, or the ability to control such information;
- the freedom and pluralism of the media;
- the projects or programmes of Union interest as defined in Annex I of Regulation (EU) 2019/452.
(4) In determining whether a foreign direct investment is likely to affect security or public policy, the Ministry shall take into account, in particular:
- whether the foreign investor is directly or indirectly controlled by the government, including state bodies or armed forces, of a third country, including through ownership structure or significant funding;
- whether the foreign investor has already been involved in activities affecting the security or public order of a Member State;
- whether there is a serious risk that the foreign investor engages in illegal or criminal activities.
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Article 74 (Decision on screening)
(1) Based on the committee's opinion, the Ministry shall issue a decision on whether a foreign direct investment concerning the sector of business referred to in paragraph three of Article 72 hereof is approved, prohibited, unwound or the conditions for its implementation need to be set out. If the Ministry issues a decision prohibiting or unwinding a foreign direct investment, this decision shall render the merger contract or the contract granting the foreign investor the right to dispose of the aforementioned land and real estate or the decision on entry in the Register of Companies or the takeover bid null and void. The decision on screening is limited to the question on whether a foreign direct investment poses a threat to security or public policy of the Republic of Slovenia, particularly where the risk factors referred to in paragraph three of Article 72 hereof exist.
(2) The Ministry shall issue the decision no later than two months of receiving the notification of foreign direct investment.
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Article 75 (Application of screening of foreign direct investments measure)
The provisions of this chapter shall apply until 30 June 2023.[...]" (Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic (Official Gazette of the Republic of Slovenia, No. 80/20), last amended on 13.7.2021, Articles 69, 70, 71, 72, 74 and 75 [unofficial translation])
Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic (Official Gazette of the Republic of Slovenia, No. 80/20), last amended on 13.7.2021, Articles 69, 70, 71, 72, 74 and 75
[<a href="http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO8206">Act</a>],[<a href="https://trade.ec.europa.eu/doclib/docs/2020/october/tradoc_158966.6.2020.pdf">Act_Eng</a>]