Employment issues in M&A transactions in Slovenia

1. Check whether:

• the Takeovers Act applies (any obligation under the Takeovers Act must be performed post-closing only);

2. Prepare the following in draft form:

• If the Takeovers Act applies, the prospectus (takeover bid together with the offer document) shall contain plans for the maintenance of employee and management jobs, including any modification of recruitment requirements and strategic plans for both companies.
• draft notifications according to section 3.

3. Inform / Notify

• If the Takeovers Act applies, notify the employees’ representatives immediately – or, in their absence, the employees themselves – of the intention to take over (joint responsibility with the target). They shall also be provided with the prospectus immediately, free of charge.

4. Consult

in accordance with sections 1– 3 above.

5. Implement

N/A.

1. Check whether:

• the Takeovers Act applies;
• a works council exists.

2. Prepare the following in draft form:

• if the Takeovers Act applies, a publication of the employees’ representatives’ opinion on the effects of the takeover bid on employment;
• draft notifications according to section 3.

3. Inform / Notify

• If the Takeovers Act applies, notify the employees’ representatives immediately – or, in their absence, the employees themselves – of the intention to takeover (joint responsibility with the purchaser). They shall also be provided with the prospectus immediately, free of charge.
• if the Takeovers Act applies, the employees’ representatives – or, in their absence, the employees themselves – of its opinion on the takeover bid within 10 days of publication of the takeover bid.
• the works council (if existing) at least 30 days before making the decision if a substantial change of ownership is to occur.

4. Consult

• Following section 3.3, consult with the works council at least 15 days before making the decision if a substantial change of ownership is to occur.
  If the changes are to result in mass redundancies, the works council’s consent will be required (within eight days of receiving the employer’s proposal). The works council may decline to give consent, albeit only if the grounds for mass redundancies are unjustified or the proposal does not include a programme for mass redundancies according to law.

5. Implement

In accordance with sections 1–4 above.

1. Check whether:

• the assets are significant and may represent an undertaking in accordance with the Transfer of Undertakings Directive 2001/23/EC and ERA-1;
• a collective agreement has been concluded;
• a works council exists;
• a trade union exists.

2. Prepare the following in draft form:

draft notifications according to section 3.

3. Inform / Notify

• Subject to section 1.1., notify the trade union or, in its absence, the employees themselves, at least 30 days before the transfer.
• In the event that an entire company or a significant part thereof is being sold, inform the works council (if existing) at least 30 days prior to making the decision.

4. Consult

• Following section 3.1, consult with the trade union at least 15 days prior to transfer regarding the legal, economic and social consequences. Consultations with employees are not required.
• Following section 3.2., consult with the works council at least 15 days prior to making the decision.

5. Implement

In accordance with sections 1–4 above.

1. Check whether:

• the assets are significant and may represent an undertaking in accordance with the Transfer of Undertakings Directive 2001/23/EC and ERA-1;
• a collective agreement has been concluded (subject to section 1.1., a collective agreement applying to the seller shall continue to apply for at least one year, unless the collective agreement expires prior to such one-year period or if a new collective agreement is concluded prior to that time);
• a works council exists (subject to section 1.1., members preserve their status if the conditions for their appointment continue to exist with the new employer).
• a trade union representative exists (subject to section 1.1., the representatives preserve their status if the conditions for their appointment continue to exist with the new employer).

2. Prepare the following in draft form:

• draft notifications according to section 3.

3. Inform / Notify

Subject to section 1.1, notify the trade union or, in its absence, the employees themselves, at least 30 days before the transfer.

4. Consult

Following section 3.1, consult with the trade union at least 15 days prior to transfer regarding the legal, economic and social consequences. Consultations with employees are not required.

5. Implement

In accordance with sections 1–4 above.

Slovenian employment law equates a merger with a transfer of undertakings, if the merger results in a change of employer: see Section B., ‘Asset Deal’. However, depending on the type of merger, both companies will have to notify and consult their respective works councils. In exceptional cases of a merger with a joint stock company, the Takeovers Act may apply (if the purpose of the merger was a takeover).