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The principal piece of legislation regulating competition law in the Slovak Republic is Act No. 136/2001 on the Protection of Competition, as amended (Competition Act). From its entry into force on 1 May 2001, it has been amended six times; the latest amendment, adopted by the Slovak parliament on 14 May 2014 and published in the Collection of Laws under No. 151/2014, is a reaction to the experience and problems raised in decision-making practice, and entered into force on 1 July 2014.
The Competition Act lays down rules for the assessment of anti-competitive practices: agreements restricting competition and abuse of dominant position, as well as merger control rules, procedural provisions and powers of the Antimonopoly Office of the Slovak Republic (the Office) and its second instance body, the council of the Office (composed of the chairman of the Office and six external members, experts in law and economy, who may not be employees of the Office).
Following the adoption of the sixth amendment to the Competition Act, the previous implementing decrees of the Office (being Decree No. 269/2004 Setting out Details on Calculation of Turnover and Decree No. 204/2009 Laying Down Details on Terms of Notification of Concentration) are repealed and supplemented by the following decrees:
- decree No. 169/2014 laying down the method of determination for whether the agreement between undertakings, the concerted practice of the undertakings, or the decision of the association of undertakings has a negligible effect on competition (the De Minimis Decree);
- decree No. 170/2014 laying down details of the terms of notification of a concentration (the Notification Decree);
- decree No. 171/2014 laying down details on the conditions of a settlement (the Settlement Decree); and
- decree No. 172/2014 laying down details on the leniency programme (the Leniency Decree);
- decree No. 173/2014 on the remuneration of members of the Council of the Antimonopoly Office of the Slovak Republic.
The binding legislation is supplemented by a series of soft law documents issued by the Office, relating, for example:
- to the leniency programme;
- pre-notification contacts in the process of assessment of concentrations;
- parties to a concentration;
- ancillary restrictions to a concentration;
- remedies related to a concentration;
- fines set in case of abuse of a dominant position and agreements restricting competition (antitrust matters);
- commitments (in antitrust matters); and
- settlement (in matters of agreements restricting competition).
The soft law relating to leniency and settlement is not expected to apply after the adoption of the binding decrees regulating these areas.
The Competition Act defines a concentration as a process of economic combination of undertakings on a lasting basis, being:
- 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 thereof, or over more undertakings or parts thereof (part of the undertaking is understood as assets capable of generating turnover).
Mergers and amalgamations are forms of corporate changes in companies regulated by the Slovak Commercial Code. Acquisition of control is understood as either:
- the capacity to exercise a controlling influence on the activities of the undertaking concerned, in particular based on ownership rights or other rights; or
- rights, contracts or other circumstances that enable one party to have a controlling influence on the structure, voting or decision-making of the undertaking’s bodies.
Creation of a full-function joint venture is also considered a concentration by way of acquisition of control.
Concentrations are subject to control of the Office if they meet one of the following turnover-based criteria:
- 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 the same time, at least two of the undertakings concerned have each generated, in the Slovak Republic, an aggregate (group consolidated) turnover of at least €14 million for the last financial year preceding the concentration; or
- the aggregate (group consolidated) turnover for the last financial year preceding the concentration in the Slovak Republic was:
- in case of a concentration by merger or amalgamation of two or more independent undertakings, at least €14 million generated by at least one of the concerned undertakings and, at the same time, the worldwide aggregate (group consolidated) turnover generated for the last financial year preceding the concentration, generated by another of the concerned undertakings, was at least €46 million;
- in case of a concentration by an acquisition of control, at least €14 million generated by at least one target undertaking and, at the same time, the worldwide aggregate (group consolidated) turnover for the last financial year preceding the concentration, generated by any other of the concerned undertakings, was at least €46 million; and
- in 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 at the same time the worldwide (group consolidated) aggregate turnover for the last financial year preceding the concentration, generated by another of the concerned undertakings, was at least €46 million.
The Competition Act contains a negative definition of the term ‘concentration’, similar to the negative definition under the EU Merger Regulation.
There are no time limits for the notification of concentration to the Office. However, the notification must be filed before rights and obligations resulting from the concentration are exercised (ie, before implementation of the concentration), and after the triggering event of the concentration takes place (usually after signing the transaction agreement). In case of a concentration by an acquisition, the person liable for filing the notification, and the party to the proceedings, is the acquirer of control. In case of a concentration by merger or amalgamation, the notification is filed by all parties jointly. The Notification Decree stipulates in detail the information and documents to be included in the notification of concentration, including the draft notification form and the simplified form to be used in case of acquisition of sole control by one of the jointly controlling undertakings, or in case of no horizontal or vertical overlap between activities of the undertakings concerned, or in case of an aggregate market share of the undertakings concerned of less than 15 per cent in horizontal concentrations and less than 30 per cent in vertical concentrations. It is also possible to conduct pre-notification consultations with the Office to establish the scope of information to be provided to the Office. The notification may also be submitted to the Office before the transaction agreement is concluded on the basis of a draft agreement at the stage when the parties can demonstrate that the transaction will likely occur and will result in a notifiable concentration.
The procedure concerning the assessment of a concentration is conducted in two phases. In the case of simple concentrations that do not raise competition concerns, the Office shall decide in Phase I, within 25 working days of delivery of a notification. Such decision shall usually contain a simplified reasoning stating the names of undertakings concerned and the relevant sector or market concerned.
If the concentration requires a more thorough analysis of the competition concerns, the Office shall inform the notifying party in Phase I within 25 working days. In such case, the Office shall render to the notifying party its decision in Phase II within 90 working days of delivery of such written notification.
If the filed notification is incomplete, the period for rendering the decision shall be interrupted from sending of the call for supplementing the information by the Office to the notifying party. Completeness of the notification shall be confirmed by the Office.
Upon reasoned request of the notifying party or upon its consent, the Office may reasonably extend the time limit for rendering the decision either in Phase I or Phase II. It may even repeat this extension, but the total period of all extensions together cannot exceed 30 days.
The concentration shall be cleared by the Office if it does not significantly impede effective competition on the relevant market, in particular as a result of the creation or strengthening of a dominant position. The Office, similarly to the European Commission, uses the SIEC substantive test.
If the concentration raises concerns of compliance with the above-mentioned substantive test, the Office shall ask the notifying party to propose remedies capable of removing identified competition concerns. If the Office considers the proposed remedies sufficient to ensure compliance with the substantive test, the concentration shall be cleared with conditions. If no remedies are proposed by the notifying party within 30 working days, or if the Office finds the proposed remedies incapable or insufficient to eliminate identified competition concerns, the Office shall prohibit the concentration.
The decision of the Office can be appealed within 15 days from its delivery to the Council of the Office. Decisions of the Council of the Office may further be subject to a judicial review.
The concentration may not be implemented before the decision of the Office on the concentration becomes final and binding, unless the Office grants an exemption for serious reasons. The decision on the exemption shall be issued by the Office within 20 working days from the filing of the request by the undertakings concerned. Granting of the exemption may be subject to conditions. Implementation of the merger before the final decision, as well as failure to notify the concentration, is subject to fines by the Office up to the statutory maximum of 10 per cent of the individual turnover of the infringing party.
Cartels/agreements restricting competition
One of the principal rules for the protection of competition as defined by the Competition Act is the prohibition of agreements restricting competition. The prohibition comprises agreements themselves, as well as concerted practices and decisions of associations of undertakings.
The agreement between undertakings is defined as any oral or written mutual expression of will of the parties, as well as other mutual expressions of will derived from the conduct of the parties. The definition covers most anti-competitive agreements between undertakings, both hard-core horizontal cartels and vertical agreements, express or tacit. According to the case law of the Office, in order to qualify the conduct as an agreement restricting competition containing direct fixing of prices of goods or services, it is sufficient, regarding the participation of the undertaking in such price fixing, that the undertaking had the information on the price agreement and did not express its disagreement with such information. The concept of agreement is therefore wide enough to comprise even implied agreements.
‘Concerted practice’ is understood as a coordination of conduct of the undertakings which does not fulfil the definition of the agreement and which may not be considered as a natural consequence of the competitor’s behaviour. Such cooperation must be intended and usually leads to anti-competitive coordination based on information exchange. As the concerted practice does not fulfil the definition of ‘agreement’, it is possible to imply the existence of the concerted practice in situations where there is no economic justification for the conduct of the parties, such as the consequences of the competitor’s behaviour; thus, the concurrence must be a result of anti-competitive coordination. Therefore, proving the concerted practice may require extensive economic analysis.
Finally, the decision of an association of undertakings is a legal act and a recommendation of the body of a professional association. There is extensive case law in Slovakia relating to anti-competitive decisions of professional associations, either by direct price fixing, determining minimum prices or restricting commercial activities such as advertising. The associations sanctioned for anti-competitive conduct were, among others, the Association of University Hospitals, the Slovak Chamber of Psychologists, the Real Estate Brokers’ Association and even the Slovak Bar Association. According to case law, a decision of the association of undertakings must be understood as a formal act resulting from the internal regulations of the association or its internal norms – in other words, a legal act of the association (it is the decision of the association in narrower sense) – as well as any kind of recommendation of the association, being the practice, conduct or decision of the association that lacks the signs of the formal terms for such act, yet the purpose or results of which may be a restriction of competition.
Similarly to article 101 TFEU, the Competition Act contains a list of practices that constitute agreements restricting competition:
- the direct or indirect fixing of prices of goods and services or other business terms;
- a commitment to the restriction or control of production, sales, technical development or investment;
- the allocation of markets or sources of supply;
- a commitment of the parties to the agreement to apply, towards particular undertakings, in case of identical or comparable performance, dissimilar conditions under which such undertakings are or may be disadvantaged in competition (discrimination);
- agreements conditional upon accepting further commitments, which, by their nature or business customs, do not relate to the subject matter of such agreements (tying and bundling); and
- coordination of undertakings in public procurement, private tender or other similar tender, or in connection with public procurement, private tender or other similar tender (bid rigging).
The list of practices constituting an agreement restricting competition is only indicative and the actual anti-competitive conduct may be based solely on the infringement of the general provision prohibiting the agreements restricting competition.
Similarly to EU rules, Slovak law recognises the system of negative definitions (de minimis rule), individual and block exemptions from the general prohibition of anti-competitive agreements.
Under the de minimis rule, an agreement between undertakings, concerted practice between undertakings or decision of association of undertakings shall not be considered an agreement restricting competition in case its effect on competition is negligible. The method of determination of whether the agreement has only negligible impact on competition is set out in the De Minimis Decree, based on which the agreement and concerted practice has negligible effect on competition if:
- the overall market share of the parties to a horizontal agreement on the affected relevant market does not exceed 10 per cent;
- the overall market share of each of the parties to a vertical agreement on any of the affected relevant markets does not exceed 15 per cent;
- the overall market share of the parties does not exceed 10 per cent on any of the affected relevant markets in case it can not be determined whether the relationship of the parties is horizontal or vertical;
- the overall market share of the parties to a horizontal agreement does not exceed 5 per cent on any of the affected relevant markets where the competition is restricted by cumulative effect of the network of agreements containing similar restraints, covering more than 30 per cent of such relevant market;
- the market share of each of the parties to a vertical agreement does not exceed 5 per cent on any of the affected relevant markets where the competition is restricted by cumulative effect of the network of agreements containing similar restraints, covering more than 30 per cent of such relevant market; or
- the overall market share of none of the parties exceeds 5 per cent on any of the affected relevant markets in case it can not be determined whether the relationship of the parties is horizontal or vertical, where the competition is restricted by cumulative effect of the network of agreements containing similar restraints, covering more than 30 per cent of such relevant market.
When the mentioned market shares do not change by 2 per cent in two consecutive years, the agreement is still considered to have only negligible effect. The decision of an association of undertakings has a negligible effect on competition in case the overall market shares of members of such association on the affected relevant market does not exceed 10 per cent. However, the de minimis rule shall only apply to restrictions by effect, not to restrictions by object.
The prohibition of agreements restricting competition does not apply to agreements restricting competition which, at the same time, cumulatively meet all of the following conditions:
- contribute to improving the production or distribution of goods or to promoting technical or economic progress, while allowing the consumers to have a fair share of the resulting benefits;
- do not impose on the undertakings concerned restrictions that are not indispensable to the achievement of these objectives; and
- do not afford such undertakings the possibility of eliminating competition in respect of a substantial part of the products in question.
In the past, Slovak law contained national legislation on block exemptions. After the accession of Slovakia to the European Union, the national block exemptions were repealed. Nowadays, by way of reference, the general prohibition as defined in the Competition Act does not apply to groups of agreements restricting competition, which may not affect trade between the EU member states, while their purpose or effect may be the restriction of competition on the domestic market, and which meet conditions for exemption from the prohibition according to the EU block exemption regulations. Therefore, EU block exemption regulations also apply to agreements of solely national scope.
Upon request of the Office, the undertaking is obliged to prove that the particular agreement does not constitute the agreement restricting competition under the Competition Act, or benefits from one of the legal exemptions.
Abuse of dominant position
In line with EU law, a dominant position is defined as the position held by one or more undertakings that do not face a substantial competition and are able to act independently due to their economic power. The concept of the relevant market comprises the geographical and temporal concurrence of the supply and demand of such goods, performances, works and services that are identical or interchangeable with respect to the satisfaction of certain needs of users.
‘Relevant market’ is defined on the basis of its product and geographical elements. A relevant product market comprises identical or interchangeable goods that can satisfy certain needs of users. Interchangeability of goods is considered based on their characteristics, price and purpose of use. ‘Relevant geographical market’ is defined as a territory in which the conditions for competition are homogeneous to such an extent that this territory can be separated from other territories with different conditions for competition.
The legislation contains the general prohibition of abuse of dominance, as well as a non-exhaustive list of abusive behaviour:
- applying, directly or indirectly, unfair purchase or selling prices or other unfair trading conditions;
- the limitation of production, markets or technical development to the prejudice of customers;
- applying dissimilar conditions to equivalent transactions with other trading parties, thereby placing them at a competitive disadvantage; and
- making the conclusion of contracts subject to acceptance by other parties of supplementary obligations which, by their nature or commercial usage, have no connection with the subject of such contracts.
The Competition Act contained special provisions defining the essential facility and specifically declaring that refusal of access of competitors to the essential facility is considered an abuse of dominant position. With effect from 1 July 2014, these special provisions were repealed, as the essential facility doctrine is now well established in the case law of the Office and national and EU courts, and may be derived from the general prohibition of abuse of dominant position, without the need to regulate the essential facility doctrine separately. Moreover, without the special provisions regarding the essential facility, the application practice of the Office in this area may more flexibly reflect any recent developments in the EU case law.
An infringement of the prohibition of agreement restricting competition, abuse of dominant position, failure to notify the concentration before its implementation, infringement of the obligation not to exercise rights and obligations from the concentration unless the Office grants the exemption to this effect, and non-performance of the decision of the Office, is subject to fine of up to 10 per cent of the turnover for the preceding financial year. When determining the exact amount of a fine, the Office takes into account the gravity and duration of the infringement, based on the nature and the actual impact of the conduct and size of the relevant market. Other factors taken into account by the Office are whether:
- the infringement by the same undertaking is repeated;
- the undertaking refused to cooperate with the Office;
- the undertaking was in the position of a leader or instigator of the infringement; or
- the undertaking failed to fulfil in practice the agreement restricting competition.
Failure to provide the requested documents and information to the Office, or provision of incomplete or false documents and information, is subject to a fine up to 1 per cent of the turnover of the undertaking, or, in case the infringing party is an individual, up to €1,650. Breach of several obligations during the dawn raid is subject to a fine up to 5 per cent or up to 1 per cent of the turnover of the undertakings or, in case the infringing party is an individual, up to €80,000 or up to €25,000, depending on the nature of the breach.
If the undertaking achieved a turnover of less than €330 or no turnover, or if the turnover cannot be calculated, the maximum fine is €330,000.
Alternative means of enforcement
A leniency programme was introduced in the Slovak Competition Act in 2004. Important amendments to the leniency programme were introduced with effect from 1 July 2014. Following the recent amendment, the leniency programme is available to participants to all types of horizontal anti-competitive agreements (not just price fixing, restrictions of production, sales, technical development or investment, market allocation or bid-rigging arrangements as under previous legislation). An undertaking that was a party to a cartel (horizontal agreement restricting competition) is entitled to full immunity from the fine, if it was the first undertaking which provided, on its own initiative, decisive evidence proving the infringement, or reserved a marker and provided such evidence in the determined period, or provided the information leading to a dawn raid, based on which the decisive evidence proving the infringement was discovered, or reserved a marker and provided such information in the determined period, and fulfilled all other conditions of the leniency programme, in particular:
- it terminated its participation in the anti-competitive agreement when it provided the evidence to the Office, at the latest, except the continuing infringement with the consent of the Office in case it is necessary for effectiveness of dawn raids;
- it did not force another undertaking to participate in the anti-competitive agreement;
- it provided the Office with all evidence available to it and duly cooperated with the Office during the whole investigation; and
- it did not disclose the filing of the leniency application and its content to other participants in the cartel.
Compared to the previous legislation, the leniency applicant may also be the instigator of the cartel, provided it did not force another undertaking to participate in the infringement.
The undertaking which is not the first to provide the evidence to the Office may be eligible for a fine reduction of up to 50 per cent if it provides, on its own initiative, evidence with significant added value to the evidence already available to the Office which, in combination with the information and documents already available to the Office, enables the Office to prove the infringement, and fulfilled all other conditions of the leniency programme, in particular:
- it terminated its participation in the anti-competitive agreement when it provided the evidence to the Office, at the latest, except the continuing infringement with consent of the Office in case it is necessary for effectiveness of dawn raids;
- it provided the Office with all evidence available to it and duly cooperated with the Office during the whole investigation; and
- it did not disclose the filing of the leniency application and its content to other participants in the cartel.
Theoretically, partial immunity is also available to the instigator of the infringement who even forced another undertaking to participate.
Details of the leniency application, the procedure of its filing, the reservation of the market, and the draft form of the application, are laid down in the new Leniency Decree, which should replace the existing soft law document of the Office and thus gain a binding nature.
Further, a successful applicant for full immunity under the leniency programme shall not be obliged to pay any damages resulting from, potential private actions. Together with already existing immunity from administrative fines, as well as the corresponding immunity from criminal sanctions, the full and complete leniency plus system is adopted from 1 July 2014.
Another alternative means of enforcement is the settlement procedure. Under the newly introduced provision of the Competition Act, infringement by way of an agreement restricting competition, abuse of dominant position, or failure to notify the concentration before its implementation, infringement of the obligation not to exercise rights and obligations from the concentration unless the Office grants the exemption to this effect, and non-performance of the decision of the Office, may be, in order to improve procedural economy and to achieve swift and effective remedy on the market, handled in the settlement proceedings, initiated either at the initiative of the Office, or upon request of the undertakings concerned. In case the undertakings, and the Office, agree with the results of the negotiations, and the undertakings admit their participation in the infringement and assume liability, the Office shall reduce the fine otherwise imposed. Details on the conditions for applying the settlement and the respective procedure are contained in the Settlement Decree, which should replace the existing soft law of the Office. Based on the draft Settlement Decree, the maximum possible reduction of fine in settlement procedure should be up to 50 per cent in the case of vertical agreements and by up to 30 per cent in the case of horizontal agreements. However, there is no legal entitlement to such procedure and its use is at the discretion of the Office.
The Office may further close proceedings regarding an infringement comprising an anti-competitive agreement, abuse of a dominant position or other forms of unlawful restriction of competition by imposing commitments on the undertakings, without imposing a fine. The commitments should be proposed by the undertakings and must effectively eliminate and prevent the distortion of competition. The commitments may be proposed by the undertakings in the period for commenting the call before rendering the decision (statement of objections). Similarly to settlement procedure, there is no legal entitlement to commitments procedure either, and its use is at the discretion of the Office.
In spring 2013, the Office issued its Prioritisation Policy determining the long and short-term priorities of the Office. This policy determined the criteria for assessing the priority of cases:
- the type and seriousness of the case;
- the importance of the investigation;
- the probability of success; and
- the strategic nature of the case.
In relation to this first criteria, the Office divided the types of infringements into very serious (horizontal agreements on prices, market allocation, actual restriction of production, bid rigging, exclusionary abuse of dominant position or implementation of a merger that would be prohibited if notified), serious (exploitative abuse of dominance, other horizontal agreements, vertical agreements containing hard-core restrictions or implementation of a merger which would not be prohibited if notified), and less serious (other vertical agreements). Priority will be given to very serious and serious infringements.
In determining the gravity of the infringement, the Office will consider, for example, the impact of the infringement on competition (priority is given to actual or unavoidable impact); its geographical impact (priority increases with a greater extent of affected area); the duration of the infringement; the number of affected consumers; a case harming consumers who may be primarily exposed to exploitation due to limited access to market; its impact on consumers; the type of product (greater priority is given to everyday consumer products used by large number of consumers); the market share of the undertakings; and repeated infringement.
The importance of the investigation will be assessed based on the nature of the industry (priority increases in liberalised and network industries, and highly concentrated markets with entry barriers and regular market failures), the amount of damage caused and the existence of private enforcement actions relating to the case. The probability of success shall increase with the availability of relevant information and evidence, and the possibility to obtain such by the Office, as well as the existence of precedent cases and cases where there is no other authority capable of dealing effectively with the case. Finally, the Office may choose to deal with the case based on its strategic importance even when it does not fall within the other priority criteria, if the case is in line with the current goals and vision of the Office, in order to build credibility of the Office, or if the case has a potential of becoming the important precedent case for future.
Among the short-term priorities, covering approximately one year, the Office intends to focus on horizontal cartels, bid rigging and unnotified concentrations. Priority, possibly including more intensive investigation and elaboration of a sector study, will be given to the financial sector, the food industry and the heating sector.
The completely new provision was introduced to the Competition Act by the amendment effective from 1 July 2014, based on which the individual (natural person) who is not an undertaking or the employee of the leniency applicant, and who was the first to provide the information on the horizontal agreement restricting competition, being the document in paper or electronic form, which is a decisive evidence of such infringement; or the information and evidence leading to a dawn raid, based on which the decisive evidence proving the infringement was discovered, shall be entitled to reward in the amount of 1 per cent of the aggregate amount of all fines imposed by a final and binding decision issued based on the provided decisive information, and paid by the undertakings, however, in the maximum amount of €100,000. If the fine is not paid within 100 days from the day when the decision of the Office or the court became enforceable, the whistle-blower shall be entitled to reward of 50 per cent of the amount to which he or she would be otherwise entitled, up to a maximum amount of €10,000. In case the whistle-blower requests so, his or her identity shall be protected by the Office.
Protection of confidential information
New provisions regarding dealing with confidential information, including the contents of the leniency application, were introduced by the recent amendment. Leniency documents should be available only to other parties to the proceedings after the Office issues a call before issuing the decision (statement of objections). The information identified as confidential or as a business secret should be available to other parties to the proceedings only in exceptional circumstances when they are necessary for the exercise of the right of defence, if the non-confidential versions of the documents are not sufficient, and upon consent of the party who submitted such documents. If such consent is not granted, the documents should only be available to the legal counsel of the party concerned.
Following several problems in the application of the provisions of the Competition Act regarding unannounced inspections (dawn raids) by the Office, the respective provisions were amended substantially. The amendment brought about more clarity in the investigation powers of the Office, formal requirements to be fulfilled in order to conduct the dawn raid in business and private premises, and the obligations of the undertaking during the dawn raid.
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Čechová & Partners is one of the biggest and best-respected commercial law firms in Slovakia with considerable international experience. It has provided services to foreign and domestic clients since its founding in 1990, when it became one of the first law firms established in Slovakia after the country began to transform into a free market economy.
Čechová & Partners is an independent Slovak law firm and regularly ranks as a top-tier organisation in most surveys of the Slovak legal market. Cˇechová & Partners makes use of an extensive network of cooperating law firms abroad and draws from its membership in prestigious networks of independent law firms and legal associations.
Čechová & Partners’ legal advice and representation in a wide range of anti-monopoly matters have been strong aspects of its expertise since the firm began. The firm advises its clients on various merger control and competition issues in connection with the planning of mergers or acquisitions and entering into various contractual relations. The firm assists its clients in clearances of mergers and acquisitions in the local market, along with worldwide transactions of multinationals in diverse areas, and has provided a huge variety of advice in respect to agreements restricting economic competition. The firm has gained comprehensive practice and experience in a range of sectors, including banking, energy, chemicals, pharmaceutics, paper, machinery, construction, motor vehicles, engineering, investment funds, media, food and beverages.
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