Sep - British Chamber of Commerce in the Czech Republic

Q & A(ii)Depending on the type of merger: (i) at least one party to a legal merger;or (ii) the target (if the merger takes the form of a share or asset acquisition);or (iii) at least one of the undertakings establishing a joint venture (if themerger is through the establishment of a full-function joint venture) hada net turnover in the Czech Republic in the previous financial year exceedingCZK 1.5 billion, and the worldwide net turnover of the other party exceededCZK 1.5 billion in the previous financial year.In this context, it must be noted that in certain circumstances, an undertakingwhich has an obligation to file a request for approval from the Office may bereleased from such obligation. Thus, according to the new EC Merger Regulation139/2004/EC which entered into force on 1 May 2004, undertakingsmay request the European Commission to review transactions which do notmeet the EC turnover thresholds, but which are capable of being reviewedJUDr. Eva VranáClifford Chance LLPMgr. Tomáš PiętakClifford Chance LLPunder the national merger control regimes of at least three Member States.Where none of the competent Member States object to the referral within15 working days of receiving the submission, the merger benefits from theone-stop shop principle, and will be examined only by the European Commission.The possibility to opt for one-stop-shopping will thus apply to multi-jurisdictionaltransactions and will significantly lower the burden for companies involvedin this type of transaction.All the above turnovers are determined on the basis of group turnover. Incomparison with the previous regulation, the Amendment makes it clear thatthe seller’s turnover should not be taken into account when calculating thecombined turnover of the undertakings concerned.The Amendment abolished the mandatory seven-day filing deadline.Therefore, from now on merger notifications should be made only when thenotification documentation is complete. The prohibition on closing prior toclearance still applies.The Amendment has also substantially increased the filing fees – from thecurrent amount of CZK 10,000 to CZK 100,000.Procedural changes, dawn raids in private homes of company officialsThe Office has been designated as the authority responsible for applyingArticles 81 and 82 of the Treaty. When enforcing rules contained in Articles81 and 82 and in Regulation 1/2003/EC the Office will apply the same proceduralrules as applicable to domestic competition law matters.With the prior approval of the national court, the Office will be entitledto conduct on-the-spot investigations in private homes of company officials,provided that it is reasonably expected that there are documents evidencinga substantial breach of competition law.ConclusionThe Amendment brings about two principle categories of change. Firstly, itprovides for further harmonisation of Czech competition law with reformedEC law (namely in the area of restrictive agreements and practices, includingnew powers of the Czech competition authority to enforce EC law andits strengthened powers of investigation). Secondly, the Amendment substantiallyincreases the merger filing thresholds which should dramaticallyreduce the administrative burden on undertakings.JUDr. Eva Vraná, Mgr. Tomáš Piętak, Clifford Chance LLP1. Act no 143/2001 Coll., on the Protection of Economic Competition (the “Competition Act”)2. Please note that as with the previous regime, the de minimis exemption does not apply to “hard core” restrictions,namely price-fixing or market partitioning.3. If the EC turnover thresholds are met, the concentration will only be subject to clearance by the EuropeanCommission (the one-stop-shop principle applies).Is there anything you have notdone in the past, but which younow regret not doing?Berardino ParisiMarketing Manager for Central& Eastern Europe, BTSo far, no. Life is short and precious.Thirty years from now I don’twant to look back on my life andsay “I wish I would of done this… I wish I wouldhave done that”. I try to enjoy everyday with vigor,not necessarily as if it was my last, but withthe knowledge that it is a precious gift.Petra VeškrnováSales & Marketing Manager,Hotel SavoyI cannot remember anything I regretnot doing. I think everythingI wished to do and was feasiblecame sooner or later true. Nevertheless one thingoccurs to me concerning one of my stays abroadin the past. Having two possibilities of spendingtime in two different countries, I decided for theone which eventually did not meet my expectations.Despite this, it was a valuable experience.Vilém MařákMarketing Manager,Bovis Lend Lease a. s.I think I’m still young enough not toregret what I haven’t done, becauseI can still do it. A better questionfor me would be is there something I regret notdoing before having a wife and kids. That is amilestone for me. One dream I have is to do amotorcycle run from Prague to Rome, (the Alpsare the main attraction) and secondly havinga motorcycle capable of going such a distancewithout completely falling apart. Now I’d haveto have a sidecar to pile the family in. Seriouslythough, I could regret not taking my studies inuniversity more seriously. It’s hard to say, really.I’ve never actually thought about any regrets.Dagmar PikhartováMarketing & HR Manager,The Prague PostThis is a good a question. I don’tthink there is anything that I regretnot doing. Either I am reallylucky or my memory is failing!FOCUS SEPTEMBER 2004 27