Slovenia has a single act dealing with concession PPPs and non-concession PPPs - the Public-Private Partnership Law (the “PPP Law“). The PPP Law was published on 7 December 2006 (OJ No 127/2006) and enacted in 2007.
The boundaries and scope of application of the PPP Law are clearly defined. The PPP Law interacts with various sector specific laws (e.g. the Maritime Act, the Aviation Act, the Roads Act, etc.).
The legal framework allows for the use of a variety of BOT models. The PPP Law complies with the EU standards.
The PPP Law requires the contracting authority to select a PPP project following a preliminary economic evaluation/feasibility study. This ensures a transparent and competitive award procedure with clear rules.
Content of Contract
The PPP Law provides a degree of flexibility with respect to the content of a project agreement and guarantees the stability of the project agreement provisions during the entire term. Amendments require an objective reason.
Unilateral amendments to the project agreement are governed by the basic principles of the Civil Code. In case of termination, the amount of compensation is regulated by the project agreement, while the provisions of the Property Code shall not apply.
Competencies in the award procedure are clearly divided and the environment for the implementation of PPPs is relatively favourable.
There are quite a few forms of guidelines and model documents provided by different line ministries for certain forms of PPPs, but they serve information purposes only.
The PPP Law allows for an arbitration clause, but international arbitration can be contracted only under certain limitations. The possibility also exists of applying a foreign law to non-core PPP agreements. The country has ratified the Washington Convention on the Settlement of Investment Disputes (ICSID).
The PPP Law does not expressly provide for it but nor does it specifically prevent a private party from creating security interests over the project assets and proceeds or for making securities available under other legal instruments, such as the assignment of the project rights for the benefit of a lender.
The PPP Law does, however, explicitly provide for the possibility of creating security interests over the project’s immovable assets during the project term.
The PPP Law is silent on the possibility of the public party entering into a “direct agreement” or in the event of a default of the private party, on the possibility of the lenders “stepping in” or substituting the private party with a qualified new private party without initiating a new tender process.
There is a well-established and functional capital and bond market with a proper functional structure. This encourages bank and enterprise projects to develop PPP projects.
The reconstruction of the former airport “Staro Letališće Ljubljana“ was performed under the BOT model in 2013. Starting in 2015 and 2016, many currently ongoing PPP projects were initiated, mostly in the water, transport and energy sectors.