The master's thesis discusses the legal analysis of the merger by acquisition process involving the Bank Assets Management Company (DUTB) and the Slovenian Sovereign Holding (SDH), with a thorough examination of the fundamental characteristics of mergers by acquisition, emphasizing the specifics of the simplified merger by acquisition procedure. Both DUTB and SDH are wholly owned subsidiaries of the Republic of Slovenia. Due to the state ownership, the merger in question does not formally fall under the category of corporate group mergers; however, understanding the simplifications necessitates at least an analogous application of corporate group law. The simplified merger by acquisition procedure allows certain simplifications of procedural formalities, as it obviates the need to address typical risks to which minority shareholders are usually exposed in merger proceedings. Consequently, in the merger process of DUTB into SDH, there was no requirement to prepare a merger management report, conduct a merger audit, or submit and publicly disclose merger agreements to the registry authority, as the sole shareholder of both the acquiring and the acquired companies, the Republic of Slovenia, waived the application of these provisions. Lastly, the master's thesis addresses two essential aspects inherent in every material status transformation, namely, competition protection and labour law implications of the merger of DUTB into SDH.
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