CZECH REPUBLIC Law and Practice Contributed by: Robert Neruda, Roman Světnický, Martin Rott and Robert Nersesjan, HAVEL & PARTNERS
2.15 Circumstances Where Implementation Before Clearance Is Permitted Under the CCA, a transaction may be individ - ually exempted by the OPC from the prohibi - tion on implementation before clearance. Such exemption needs to be applied for by the noti - fying party, which is obliged to substantiate the request, in particular by providing sufficient and concrete reasoning with evidence that a delay in the implementation would result in major dam - age or other significant detriment to the parties to the transaction. The applicant must specify to which extent the exemption is sought. In prac - tice, these exemptions are rare as the OPC is reluctant to grant them. The CCA does not provide for the possibility of carve-out. There are no specific deadlines for the notifica - tion of a transaction. In general, a notification should be filed after a binding agreement has been concluded, a takeover bid has been pub - lished or a controlling interest has been acquired. 3.2 Type of Agreement Required Prior to Notification Formally, a binding agreement should be con - cluded prior to notification to the OPC. Howev - er, in practice, the OPC may accept less formal agreements, like a letter of intent, memorandum of understanding or a pre-final draft of the SPA as sufficient evidence demonstrating a good faith intention to conclude an agreement. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
3.3 Filing Fees Filing to the OPC is subject to an administra - tive fee of CZK100,000 (EUR3,960), regardless of the type of procedure (simplified or full). The fee must be paid on the day of filing at the latest. 3.4 Parties Responsible for Filing Responsibility for the filing is vested in: • all merging undertakings in cases of concen - tration by a way of merger; • all undertakings acquiring direct or indirect control in the case of acquisitions of control; and • all undertakings establishing a joint venture. 3.5 Information Included in a Filing The list of requirements for a merger filing is governed primarily by Decree No 294/2016 Coll., stipulating details of the justification of a concentration notification and documents cer - tifying facts decisive for a concentration, and Decree No 252/2009 Coll., stipulating details of a concentration notification. The requirements include: • official extracts from the Commercial Register (or any other similar register) for all undertak - ings concerned (apostille is necessary in the case of non-Czech companies, with some exceptions based on international treaties); • the notification questionnaire together with its non-confidential version; • the documents on the basis of which the concentration should be established or docu - ments certifying the transaction; • annual reports, including audited annual financial statements for the last completed accounting period of all undertakings con - cerned; • consolidated financial statements for the last finished accounting period, provided that the
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