CZECH REPUBLIC Trends and Developments Contributed by: Robert Neruda, Roman Světnický, Martin Rott and Robert Nersesjan, HAVEL & PARTNERS
prio, extend deadlines and request additional information, even in cases where no formal notification was filed. The aim is to allow the CCA to intervene earlier, more decisively, and with fewer procedural obstacles. However, this raises new questions about the balance between enforcement effectiveness and legal certainty for businesses. In addition, the CCA will gain enhanced powers to request internal documents, economic data and market information from the parties and third parties alike. Non-compliance may lead to fines or procedural sanctions, further increasing the administrative burden on merging entities. While most stakeholders support giving the CCA tools to tackle complex or stealthy transactions, there is growing concern about the scope and safeguards associated with these new powers. Respondents to the public consultation have recommended that the final legislation include: • clear procedural thresholds for triggering CCA action; • proportionality principles in information requests; • time limits on investigations; and • transparent decision-making standards. Unless properly framed, the expanded procedur - al powers risk not only deterring anti-competitive mergers but also discouraging legitimate, effi - ciency-enhancing transactions. Balancing agility and accountability will be critical as the Czech merger control regime enters this new phase. The Round Table on the Merger Rules At the end of 2024, following the conclusion of the public consultation, the CCA convened a round table with stakeholders to present the
results of the consultation and outline its future approach to specific issues under the merger control regime. One of the key messages was the CCA’s inten - tion to apply greater pressure on undertak - ings to engage in the pre-notification process. Currently, only approximately 45% of transac - tions make use of this informal mechanism. To encourage broader uptake, the CCA intends to offer certain procedural advantages for pre-noti - fied transactions, including expedited decisions, informal feedback on missing information, and ongoing informal communication about the sta - tus of the review. Conversely, transactions that are not pre-noti - fied will be subject to closer scrutiny, particu - larly regarding the completeness of their submis - sions. The CCA signalled that it will actively use its power to reject incomplete filings, effectively declining to initiate administrative proceedings in such cases, as permitted by current legis - lation. Should omissions be identified during the course of the review, the CCA will issue a formal request for information, thereby stopping the review clock. In practice, this means that pre-notification is likely to save time and secure more favourable procedural treatment than in the past. A substantial part of the discussion focused on serial transactions. While the CCA does not intend to advocate for legislative amendments in this area, it will closely monitor such transac - tions and fully utilise its existing call-in powers. Therefore, any long-term investment strategies, including market consolidation through the acquisition of smaller undertakings, will require prior rigorous self-assessment.
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