CZECH REPUBLIC Law and Practice Contributed by: Robert Neruda, Roman Světnický, Martin Rott and Robert Nersesjan, HAVEL & PARTNERS
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation
1.2 Legislation Relating to Particular Sectors The Czech Republic implemented its foreign direct investment (FDI) screening regime in May 2021. Under the Act on Foreign Investment Screening (the “FDI Act”), certain foreign invest - ments in assets in the Czech Republic are sub - ject to prior approval by the Ministry of Industry and Trade. As is the case with notifications of concentrations to the OPC, investors are pro - hibited from implementing the investment before the Ministry’s approval is obtained (the so-called standstill obligation), in case the investment falls under the mandatory notification regime. The Ministry is also entitled to review any foreign investment up to five years after its completion. Besides the FDI screening and general merger control regime, a special regime applies to banks and is governed by Act No 21/1992 Coll., on banks, under which mergers, divisions of banks and transfers of assets to a bank as a share- holder are subject to prior consent from the Czech National Bank. The approval of the Czech National Bank does not exempt a transaction from the merger control regime; such transaction still needs to be notified to the OPC, provided Merger regulation enforcement in the Czech Republic falls solely within the competence of the OPC. The process is administered by the OPC’s department for control of concentrations. First instance decisions of the OPC may be appealed to the chairperson of the OPC. Deci - sions of the chairperson may be subject to review by the Administrative Court in Brno following an administrative action and by the Supreme Administrative Court respectively. the notification conditions are met. 1.3 Enforcement Authorities
The regulatory framework of the Czech merger control regime has its basis in Act No 143/2001 Coll., on the Protection of Competition and Amending Certain Acts (Act on the Protection of Competition) (CCA). The CCA is complemented by the following Notices issued by the Office for the Protection of Competition (OPC – the Czech competition authority): • Notice on the Requirements for Concentra - tion Notifications; • Notice on the Pre-notification Contacts with Merging Parties; • Notice on Calculation of Turnover for the Purpose of the Control of Concentrations between Undertakings; • Notice on the Concept of Concentration; • Notice on the Notion of “Undertakings Con - cerned”; • Notice on the Prohibition of Implementation of Concentrations prior to the Approval and Exemptions Thereof; • Notice on the Application of the Failing Firm Defence Concept in the Assessment of Con - centrations of Undertakings; • Notice on Simplified Procedure; • Notice on the Pre-notification Contacts with Merging Parties; • Notice on the Calculation of Turnover for the Purpose of the Control of Concentrations between Undertakings; • Notice on the Application of the Failing Firm Defence Concept in the Assessment of Con - centrations of Undertakings; and • Notice on Prohibition of Implementation of Concentrations prior to the Approval and Exemptions Thereof.
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