CZECH REPUBLIC Law and Practice Contributed by: Robert Neruda, Roman Světnický, Martin Rott and Robert Nersesjan, HAVEL & PARTNERS
• the concentration being approved (eventually with commitments); • a decision that the concentration needs to be investigated further in phase II; or • a decision that the concentration is not sub - ject to the OPC’s approval or that it is not a concentration within the meaning of Section 12 of the Competition Act. Phase II The second phase takes up to five months from the initiation of the proceedings and may be extended by up to 15 working days under the same conditions as phase I. Phase II consists of deeper investigation, includ - ing detailed market surveys, an economic anal - ysis and eventually the negotiation of commit - ments in order to eliminate the OPC’s concerns about any potential anti-competitive effects of the concentration. The OPC may decide to approve (eventually with commitments) or prohibit the concentration in the second phase. 3.9 Pre-Notification Discussions With Authorities Prior to the concentration proceedings, the par - ties may voluntarily engage in pre-notification contacts with the OPC. The OPC has issued a Notice on pre-notification contacts providing guidance on this initial phase of the process. It is advisable and encouraged by the OPC to inform the OPC of the intended transaction at an early stage and to engage in pre-notification contacts. The pre-notification involves informal consultations where the OPC commits itself to lead the discussions. The pre-notification phase is of a strictly confidential nature: the information submitted by the undertakings is available solely
to the OPC. The OPC usually indicates whether the submission is complete and provides com - ments on an informal basis. In the case of “simplified procedure” cases (see 3.11 Accelerated Procedure ), the pre-notifica - tion discussions may be relatively brief, usually taking approximately one or two weeks. In more complex cases, the pre-notification discussions can take several months. 3.10 Requests for Information During the Review Process It is not uncommon for the OPC to send requests for information (RFI) to the parties to the concen - tration, especially in complex cases. RFIs from the OPC often include dozens of questions and request considerable amounts of data, present - ing a non-negligible burden for the parties to the transaction. RFIs may be avoided, at least par - tially, by engaging in pre-notification discussions with the OPC. If the OPC sends an RFI to the parties, the “clock stops” – ie, the period from the date of delivery of such request to the date of response is not included in the statutory time limits for issuing a decision in either phase of the proceedings. 3.11 Accelerated Procedure The Czech merger control regime provides for an accelerated procedure in the form of a simplified procedure that is applicable to cases that are deemed to have a lower risk of negative impact on competition and thus do not require full scru - tiny. The simplified procedure is available in the following two cases: • if the transaction concerns a change in the quality of control – the undertaking acquires sole control over an undertaking, in which it had joint control before the transaction; or
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