Izključitev manjšinskih delničarjev po določbah Zakona o prevzemih z vidika posega v njihovo pravico do zasebne lastnine

slovenian

2026

volume 52, issue 2

Narodna in univerzitetna knjižnica
(Obvezni izvod spletne publikacije)

The squeeze-out of minority shareholders in a public limited company during the post-takeover period is regulated by Article 68 of the Takeovers Act (ZPre-1). The result of squeeze-outing minority shareholders under the provisions of the ZPre-1 is the compulsory termination of their share ownership without their consent, as, in accordance with the third paragraph of Article 387 of the Companies Act (ZGD-1), all shares of the minority shareholders are transferred to the main shareholder upon the entry of the resolution on the transfer of shares into the Companies Register. The compulsory termination of share ownership thus infringes on the minority shareholders’ right to private property. This article presents an analysis, through case law and legal theory, of whether the legal arrangement for the exclusion of minority shareholders under the ZPre-1 is in accordance with the Slovenian Constitution and the Charter of Fundamental Rights of the European Union.

12.10.2026