News – Bělina & Partners

Mergers of Competitors in Light of the Upcoming Amendment to the Act on the Protection of Competition

Vojtěch Blažek, Attorney at Law

Bělina & Partners Law Firm, s.r.o.

(This article was published in the journal Antitrust 2/2026, pp. 47–49)

The cornerstone of the domestic legal framework for the protection of competition—Act No. 143/2001 Coll., on the Protection of Competition and on Amendments to Certain Acts, as amended (hereinafter also referred to as the “ZOHS”)—could undergo a significant amendment in the foreseeable future. This is evidenced by two proposals submitted to amend the ZOHS, in particular the draft law amending certain laws within the scope of the Office for the Protection of Economic Competition (Ref. No. ÚOHS-07668/2026/441), which was submitted at the end of March for interministerial review[1]. According to the author of this article, the proposal submitted by Members of Parliament Ivan Bartoš and Olga Richterová to enact a law amending Act No. 143/2001 Coll., on the Protection of Economic Competition and on Amendments to Certain Acts (the Act on the Protection of Economic Competition), as amended, and Act No. 374/ 2015 Coll., on Restructuring Procedures and Crisis Resolution in the Financial Market, as amended (Chamber of Deputies Print No. 5), which is in the early stages of deliberation in the Chamber of Deputies and on which the government has adopted a favorable opinion (Government Resolution No. 945 of December 3, 2025).

Among other things, the parliamentary bill provides for the introduction of a new instrument in the area of mergers, which the author discusses in this article, as well as new options for addressing structural problems in competition. For the sake of completeness, it should be noted that the legal provisions of the parliamentary bill amending the Act on the Protection of Economic Competition are identical to those of the government’s amendment to the Act in question, which was submitted to members of the Chamber of Deputies during the previous legislative term on November 15, 2024, as Chamber of Deputies Print No. 853/0; however, that amendment was not debated.

Call-in Procedure for Approving Mergers of Competitors

The Office for the Protection of Economic Competition (hereinafter also referred to as “ÚOHS”) may intervene in cases of distortion[2] of competition by competitors through prohibited agreements, abuse of a dominant position, or mergers of competitors. It is precisely the potential legislative changes in the area of merger control that have been the subject of expert discussion[3] in recent years, the conclusions of which have been reflected in the draft bill under consideration.

Under current law, a merger of competitors that meets any of the three statutory definitions of a merger set forth in Section 12 of the Act on the Protection of Competition is subject to approval by the ÚOHS only if – the notification criteria under Section 13 of the Act on the Protection of Competition are simultaneously met; this section contains two separate criteria based on the net turnover of the competitors involved in the merger for the most recent fiscal period. The term “net turnover” is defined in Section 14 of the Act on the Protection of Competition. The most recent completed period is considered to be the accounting period immediately preceding the accounting period in which a legal or other event occurred or is to occur, as a result of which the concentration of competitors takes place. With regard to the definition of the term “accounting period,” one must rely on the definition contained in Section 3(2) of the Accounting Act[4], according to which an accounting period is defined as twelve consecutive months. The accounting period usually coincides with the calendar year; however, it may also be defined as a fiscal year beginning on the first day of a month other than January.[5]

The first of the notification criteria under current legislation concerns the net turnover achieved by the merging competitors on the Czech market and is met when – the total turnover of all merging competitors exceeds 1.5 billion CZK and, at the same time, at least two of the merging competitors have achieved a net turnover exceeding 250 million CZK. The second existing notification criterion relates to both net turnover within the territory of the Czech Republic as well as global turnover, and is met if one of the parties to the transaction achieved a net turnover exceeding 1.5 billion CZK on the Czech market and, at the same time, the global net accounting turnover of another of the merging competitors exceeds 1.5 billion CZK.

A merger of competitors that does not meet any of the above-mentioned turnover criteria is not subject to approval by the Office for the Protection of Competition (ÚOHS). The current rigid legal framework may be subject to change, as the proposed amendment to the Act on the Protection of Competition (ZOHS) provides for the introduction of a so-called “call-in” regime, under which mergers that do not currently meet the applicable turnover criteria but have the potential to distort competition would also be subject to approval by the ÚOHS.

The “call-in” model for approving mergers of competitors is to be regulated in a new provision, Section 13a of the Act on the Protection of Competition, and would authorize the Office to request merging or already merged competitors to file an application for merger approval in cases where the merger in question does not meet the existing turnover criteria under Section 13 of the Act on the Protection of Competition, but the following conditions are cumulatively met:

i. there is a suspicion that the merger in question could result in a significant distortion of competition, in particular by creating or strengthening a dominant position of the merging competitors or any one of them;

ii. the total net turnover of the parties to the transaction on the Czech market for the most recent completed fiscal year exceeds CZK 1.5 billion;

iii. at least two of the competitors achieved a net turnover on the Czech market exceeding CZK 100 million for the most recent completed fiscal year.

The Office for the Protection of Competition (ÚOHS) should be authorized to issue a call for the submission of a merger notification under the “call-in” procedure either during the implementation of the merger or after its completion, but no later than 6 months from the date of the transaction. In the request to file an application for merger clearance, the ÚOHS would set deadlines for the parties to the transaction to file the application, which could not be shorter than 30 days. The bill also provides that, upon delivery of the Office’s call to file an application for merger clearance, a “standstill” would apply—that is, a prohibition on proceeding with the merger—which would apply only to mergers that have not yet been implemented. In a situation where the ÚOHS would request the filing of an application for merger clearance for a merger that has already been implemented, the prohibition on premature implementation of a merger under Section 18(1) of the Act on the Protection of Competition would, by its very nature, not apply.

The bill provides that merging competitors participating in a transaction falling under the “call-in” turnover criteria -in model—i.e., a total net turnover of all competitors in the Czech market exceeding 1.5 billion CZK and at least two competitors with a net turnover in the Czech market exceeding 100 million CZK—could voluntarily notify the ÚOHS themselves so that it may assess whether their merger could result in a significant distortion of competition.

When assessing a merger under the call-in regime, all rules and procedures applicable to the current assessment of compliance with the turnover criteria under Section 13 of the Act on the Protection of Competition (ZOHS) should apply, with a single exception arising from the very definition of mergers subject to the call-in regime. This exception concerns the application of the simplified merger clearance procedure under Section 16a of the Act on the Protection of Competition, which will not be applicable. The reason is that the simplified procedure applies only in cases where there is no concern about a substantial distortion of competition. The proposed amendment to the call-in regime, on the other hand, applies to situations where there is a suspicion that a substantial distortion of competition could occur.

Regulation of Mergers of Competitors Through Measures of a General Nature

A completely new legal instrument that the Office for the Protection of Competition (ÚOHS) would have at its disposal under the proposed legislation—among other things, for the purpose of regulating mergers among competitors—is a measure of a general nature. A measure of a general nature is a specific administrative act that has been part of our legal system since January 1, 2006, when the current Administrative Procedure Code took effect. [6] A measure of general application is neither a legal regulation nor a decision[7] and is characterized by the fact that it can be used to impose specific binding rules on a generally defined group of addressees.

The ÚOHS would now be authorized, through measures of general application and following the results of a sector inquiry, to determine:

i. the relevant market and the criteria for mergers of competitors subject to approval by the ÚOHS, if, following a sector inquiry, it is determined that further mergers of competitors not subject to ÚOHS approval under Section 13 of the Act on the Protection of Economic Competition could significantly distort competition in a specific market; or

ii. the relevant market in which the ÚOHS will be authorized to impose remedial measures on competitors, if, following a sector inquiry, it is determined that competition is being significantly distorted in a particular market and it appears unlikely that the application of other ÚOHS instruments could lead to its effective and lasting elimination.

In both cases, the ÚOHS could issue a measure of general application for a maximum period of 3 years, with the possibility of (even repeated) extension, provided that the legal conditions for its issuance in the relevant market continue to exist.

Through measures of a general nature, the ÚOHS could regulate the merger of competitors in situations where, following a sector inquiry, the final report concludes that a potential further merger of unspecified competitors—which does not meet the notification criteria under the current Section 13 of the Act on the Protection of Economic Competition, could significantly distort competition in the relevant market. This refers to a situation where the Office is able to identify a threat to competition in a specific market, but cannot yet identify the specific competitors whose merger would give rise to such a threat to competition.

According to the illustrative list, a significant distortion of competition justifying the issuance of a measure of general application could occur, for example, in particular when there is a very limited number of competitors operating in the relevant market who possess significant market power, especially in comparison with other competitors operating in that market, if there are legal or other significant barriers to entry for additional competitors in the relevant market; if there is limited ability to switch to other suppliers or customers in the relevant market; or if there is significant information asymmetry in the relevant market among competitors, their suppliers or customers, or consumers.

Markets in which a specialized regulator with its own regulatory tools operates would be excluded from the Office for the Protection of Competition’s (ÚOHS) authority to issue measures of a general nature; consequently, a conflict of jurisdiction could arise, or potential regulatory duplication could be counterproductive. For this reason, markets supervised by the Czech Telecommunications Office, the Energy Regulatory Office, and the Czech National Bank would be excluded from the scope of general measures issued by the ÚOHS.

No appeal or other legal remedy may be filed against a general measure. [8] Its compliance with legal regulations may be assessed in review proceedings, which may be initiated only ex officio—either by decision of the Office or upon a motion by an affected competitor. However, competitors have no legal right to the initiation of review proceedings. A resolution to initiate review proceedings must be issued within one year of the measure’s effective date. The only “enforceable” remedy through which competitors may seek a review of a measure of general application issued by the Office for the Protection of Competition (ÚOHS) is a petition for its annulment in administrative court.[9] A petition for the annulment of a measure of general application by an administrative court must also be filed no later than one year from the date of its entry into force. [10]

Draft Amendment Prepared by the ÚOHS

At the end of March 2026, the ÚOHS submitted a draft amendment to the ZOHS for interministerial review. This proposal is a further elaboration of the bill that the ÚOHS had already submitted in 2024; however, it was not debated in the Chamber of Deputies of the Parliament of the Czech Republic during the previous legislative term—see the aforementioned government bill, Chamber of Deputies Print No. 853/0. Compared to the original 2024 draft, the individual proposed provisions are now regulated in greater detail, based on feedback from experts and taking into account the experience of foreign competition authorities.[11]

The ÚOHS’s draft also provides for the introduction of a “call-in” model through a new Section 13a, which would authorize the ÚOHS to invite merging or already merged competitors to file an application for merger clearance in cases where the merger in question does not meet the turnover criteria under Section 13 of the Act on the Protection of Competition, but the following conditions are cumulatively met:

i. there is a suspicion that the merger in question could result in a significant distortion of competition, particularly because it would create or strengthen a dominant position of the merging competitors or any one of them, and

ii. the total net turnover of all merging competitors achieved during the most recent completed fiscal year on the Czech market exceeds 2.5 billion CZK.

Unlike the parliamentary draft amendment to the Act on the Protection of Competition, the condition requiring that at least two of the competitors achieved a net turnover exceeding CZK 100 million on the Czech market during the most recent completed fiscal year has been omitted in the case of the call-in model. At the same time, the criterion for the total turnover of all merging competitors in the Czech Republic has been raised to 2.5 billion, which is due to the fact that the Office for the Protection of Competition’s (ÚOHS) proposal also provides for an increase in the existing turnover criteria under Section 13 of the Act on the Protection of Competition.

The six-month deadline from the completion of the transaction for applying the “call-in” model, the minimum 30-day deadline for filing a merger notification, the so-called standstill period, and the option for voluntary notification by the merging parties are regulated in the same manner as in the parliamentary bill.

The Office for the Protection of Competition’s (ÚOHS) draft also regulates the introduction of measures of a general nature. The ÚOHS could issue measures of a general nature for a maximum period of 3 years if it finds that there is a long-term failure of effective competition in the relevant market under investigation, with the aim of strengthening competition; to this end, it could impose, for example, the following non-structural measures: an obligation to provide access to data, interfaces, networks, or other facilities; an obligation to establish transparent, non-discriminatory, and open norms and standards; an obligation to amend certain types of agreements or contractual arrangements; an obligation to disclose information that reduces information asymmetry; an obligation to set requirements for business relationships between competitors; an obligation to separate the accounting departments of business units or divisions; a prohibition on the unilateral disclosure of information that would facilitate coordinated conduct; a prohibition on business practices that reduce consumers’ ability to make informed choices; or a prohibition on or restriction of the ability of competitors to form alliances.

Similar to the parliamentary bill, the ÚOHS could issue measures of a general nature for a maximum period of 3 years, with the possibility of (even repeated) extension as long as the legal conditions for their issuance remain in effect.

Unlike the parliamentary bill, the ÚOHS’s proposal does not exclude from the ÚOHS’s authority to issue measures of a general nature those markets in which a specialized regulator operates. The ÚOHS would be authorized to issue measures of a general nature in these markets; however, it would be required to obtain the relevant regulator’s opinion in advance.

Conclusion

The current parliamentary amendment to the Act on the Protection of Economic Competition was distributed to members of parliament as Chamber of Deputies Print No. 5/0 on November 6, 2025, and is awaiting its first reading in the Chamber of Deputies. We are thus at the beginning of the legislative process. It is clear that the originally proposed effective date of the amendment, July 1, 2026, will not be met. The amendment drafted by the Office for the Protection of Economic Competition (ÚOHS) has completed the public comment period. It is expected that the two proposals may draw inspiration from or overlap with one another during the legislative process.

The goal of both legislative proposals is to enable a more flexible review of mergers between competitors in cases where the existing notification criteria are not met, and thus the mergers in question are not subject to any review by the ÚOHS. The introduction of the call-in model responds to practical needs, as the ÚOHS has received several requests over the past 10 years to review mergers of competitors that did not meet the existing turnover criteria but could have resulted in a distortion of competition. [12] Given that the draft amendment prepared by the ÚOHS—unlike the parliamentary proposal—does not require that at least two of the competitors have achieved a net turnover exceeding 100 million CZK on the Czech market during the most recent completed fiscal year for the call-in model to apply, it can be considered more flexible. On the other hand, however, the ÚOHS plans to raise the criterion for the total turnover of all merging competitors within the territory of the Czech Republic to 2.5 billion. However, considering that the current turnover criteria were established more than 20 years ago and, according to the ÚOHS, the number of cases decided through so-called simplified proceedings is increasing—since the mergers under review have a completely negligible impact on the relevant markets[13]—this increase can be accepted.

Both proposed new mechanisms in the area of mergers—the “call-in” regime and the possibility of regulation through measures of a general nature—can be viewed positively from the perspective of competition protection. The existing turnover criteria alone may not necessarily reflect the position of the merging competitors in the relevant market; consequently, transactions may occur that, due to insufficient turnover, are not subject to approval by the Office for the Protection of Competition (ÚOHS), even though they may have the potential to significantly distort competition in the relevant market.

Regarding the proposed “call-in” model, it is worth noting that the turnover thresholds for its application are specified—both in the parliamentary bill and in the draft prepared by the ÚOHS—solely in relation to turnover within the Czech Republic. In the author’s opinion, as is the case with the existing notification criteria, the call-in model should also include criteria based not only on domestic turnover but also on the global turnover of the merging competitors.

Abstract:

[Vojtěch Blažek: Mergers of competitors in light of the upcoming amendment to the Act on the Protection of Competition]

This article focuses on two current legislative proposals to amend the main Czech law governing the protection of competition, Act No. 143/2001 Coll., on the Protection of Competition and on Amendments to Certain Acts, as amended (hereinafter also referred to as the “ZOHS”), specifically regarding the issue of mergers among competitors. Under current law, a merger of competitors is subject to approval by the Office for the Protection of Competition (hereinafter also referred to as “ÚOHS”) only if the notification criteria regarding the turnover of the merging competitors are met. A merger of competitors that does not meet the specified turnover limit is not subject to approval by the ÚOHS, even if it has the potential to disturb competition. This is set to change under the proposed legislation, as both draft laws provide for the introduction of a so-called “call-in” regime, under which mergers of competitors that do not currently meet the applicable turnover criteria but have the potential to disturb competition would also be subject to approval by the ÚOHS. A completely new tool that the ÚOHS should have at its disposal under the proposed legislation, among other things for the purpose of regulating mergers, is a Measure of a General Nature. A Measure of a General Nature is a specific administrative act that is neither a legal regulation nor a decision and is characterized by the fact that it can be used to impose specific binding rules on a generally defined group of addressees. Both of the legislative proposals under discussion anticipate the use of this instrument not only to address the issue of mergers but also to resolve other structural problems in the field of competition.

[[1] For a discussion of the draft, see Mňuk, J., Cervanová, A., Mrózek, D., and Svoboda, M., “A New Era of Czech Competition Law: An Anatomy of the Draft Major Amendment to the Act on the Protection of Competition,” ANTITRUST, No. 1/2026, pp. 14–25.

[2] Legislative abbreviation for the exclusion, restriction, or other distortion or threat to competition—see the heading of Section 1(1) of the Act on the Protection of Competition (ZOHS).

[3] On July 10, 2024, the Office for the Protection of Competition (ÚOHS) published a notice on its website announcing the launch of a public consultation on a possible revision of the rules for authorizing mergers of competitors; available here: https://uohs.gov.cz/cs/informacni-centrum/tiskove-zpravy/hospodarska-soutez/3941-verejna-konzultace-k-navrhovanym-zmenam-v-oblasti-spojovani-soutezitelu.html.

[4] Act No. 563/1991 Coll., on Accounting, as amended.

[5] See the Competition Protection Office’s Notice on the Calculation of Turnover for the Purposes of Reviewing Mergers of Competitors, available here: https://uohs.gov.cz/download/Legislativa/HS/SoftLaw/Oznameni_o_vypoctu_obratu.pdf

[6] Act No. 500/2004 Coll., the Administrative Procedure Code, as amended.

[7] Section 171(1) of the Administrative Procedure Code.

[8] Section 173(2) of the Administrative Procedure Code.

[9] Section 101a et seq. of Act No. 150/2002 Coll., the Code of Administrative Procedure, as amended.

[10] Section 101b(1) of the Code of Administrative Procedure.

[11] https://uohs.gov.cz/cs/hospodarska-soutez/novela-zohs-2026.html.

[12]https://uohs.gov.cz/cs/informacni-centrum/tiskove-zpravy/hospodarska-soutez/3941-verejna-konzultace-k-navrhovanym-zmenam-v-oblasti-spojovani-soutezitelu.html.

[13] https://uohs.gov.cz/cs/hospodarska-soutez/novela-zohs-2026.html.

3. 7. 2026/by admin4632

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Defects in Work and How to Properly File a Claim

The issue of defects in work is a very common source of disputes. A proper understanding of what constitutes a defect in work and how to proceed when asserting the rights arising from the existence of a defect is essential for the successful enforcement of these rights.

According to the legal provisions set forth in the Civil Code, a work is defective if it does not conform to the contract. Therefore, the decisive factor is not a general notion of what the work should look like or what it should accomplish. What is decisive, above all, is how the subject matter of the work and its characteristics were defined in the contract concluded between the client and the contractor (whether in writing or, where applicable, orally). If the contract does not specify particular characteristics, the assessment is based on the usual characteristics and the purpose for which the work is intended.

This is precisely why a precise specification of the work in the contract is essential for assessing any defects. In contracts for work, it is advisable to avoid vague or ambiguous terms; conversely, it is always advisable to specify the purpose of the work—that is, the specific function the subject matter of the work is intended to serve—since every work is created for a specific purpose. This applies particularly to the execution of work involving construction or software.

In order to effectively assert rights arising from defects in the work, the client must fulfill several basic obligations:

identify the defect in a timely manner,
report the defect properly and in a timely manner (file a claim),
assert a specific claim arising from defective performance.

The filing of a claim is a unilateral legal act by which the client points out a specific defect. The defect must be sufficiently specified—either directly identified or at least described by its manifestation. If the work has multiple unrelated defects, each must be reported separately.

Compliance with the deadlines for filing claims is of fundamental importance.

Patent defects (visible to the naked eye or detectable through routine inspections upon acceptance) must be reported immediately upon acceptance or as soon as possible thereafter.

Hidden defects (those that become apparent only later) must be reported without undue delay after their discovery, but generally no later than two years after the work handover; for construction projects, the deadline is five years.

In the case of defects covered by a warranty, claims may be filed until the end of the warranty period (in this case, the claim period is the same as the warranty period).

Failure to comply with these deadlines may result in the court denying the claim.

However, simply filing a claim is not sufficient for success. The client must also specify the exact claim being asserted. This depends on whether the defect in question constitutes a material or immaterial breach of contract.

A material breach of contract is one of which the breaching party knew or should have known at the time the contract was concluded that the other party would not have entered into the contract had it foreseen such a breach. In other words, it is a situation where the defect significantly impedes or prevents the fulfillment of the contract’s purpose. Conversely, a immaterial breach of contract does not have such a serious impact. In cases of doubt, the breach is presumed to be immaterial.

In the event of a material breach, the client may choose among the following remedies:

delivery of a replacement work free of defects (if the subject matter of the work, given its nature, can be returned or handed back to the contractor), delivery of the missing work and rectification of legal defects,
repair of the work (if the defect is repairable),
an appropriate discount on the price of the work, or
withdrawal from the contract (accompanied by a refund of the price paid for the work).

In the event of a immaterial breach, the client may choose among the following remedies:

delivery of the missing work and rectification of other defects in the work, or
an appropriate discount on the price of the work.

The choice of remedy must be communicated in a timely manner; otherwise, the client’s rights will be limited to the provisions governing immaterial breaches.

We can therefore conclude that, in order to successfully assert rights arising from defects in a work, it is essential to pay attention to the definition of work in the contract, conduct a thorough inspection upon acceptance, report defects immediately and in sufficient detail, and always specify and notify the specific claim. Following the correct procedure is crucial. Even a valid claim may be unsuccessful if the prescribed procedure is not followed.

If you are unsure of the correct procedure for asserting your rights arising from defects in a work, please contact our law firm. Timely legal assistance can significantly influence the outcome of a dispute.

Bělina & Partners advokátní kancelář s.r.o.

Our services focus, among other things, on contracts for work in the construction and IT industries, as well as in other fields, and on representing clients in disputes that may arise in connection with such contracts.

30. 6. 2026/by admin4632

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Email as Evidence of Legal Acts

For a couple of years now, email communication has been commonly used not only for various informal communications but also as a means of legal acts. Czech law expressly permits the performance of legal acts by electronic means, and email may serve as evidence of the existence and content of a legal act provided that statutory conditions are met.

The basic legal framework is provided by Sections 561 and 562 of the Civil Code. A legal act performed by electronic means retains its written form if it allows for the recording of its content and the identification of the person performing the act. An email message generally meets these requirements, as the content of the legal act is captured in text form and the sender is identifiable at least through the email address and related data.

The requirement for a signature remains a contentious issue, depending on the interpretation of the relationship between Sections 561 and 562 of the Civil Code. Some legal experts argue that a signature is not necessary in the case of electronic legal acts, while judicial practice has so far tended to require the inclusion of an electronic signature and emphasizes that a written legal act presupposes not only a written document but also the signature of the acting party.

An email without an electronic signature may thus be deemed insufficient by a court. On the other hand, a certain degree of consistency can be observed, particularly in the lower courts, in approach based on the equivalence of forms of electronic signatures within the meaning of Section 7 of Act No. 297/2016 Coll., on Trust Services for Electronic Transactions, as amended, meaning that all levels of electronic signatures may be used for signing—that is, not only advanced or qualified electronic signatures, but also simple electronic signatures, which may consist of merely stating one’s name in the body of the email or an automatic footer.

However, this equivalence of forms of electronic signature does not, of course, apply where a specific form is prescribed for a legal act (a certified signature or a public deed) or where the law expressly stipulates stricter conditions for an electronic signature (for example, acting on behalf of the state within the meaning of Section 5 of Act No. 297/2016 Coll.).

From an evidentiary standpoint, an email is considered a private document in electronic form. Anyone who relies on its content in court must prove its authenticity and accuracy (Section 565 of the Civil Code). The inclusion of an electronic signature is therefore of fundamental importance not only for the validity of the legal act itself, but especially for the allocation of the burden of proof and for the evaluation of the email as evidence in a potential legal dispute, since a signed document is presumed to be authentic and accurate, whereas if the email is not signed, no presumption of the authenticity and accuracy of its content arises, and the evidentiary situation is significantly weaker (Section 566 of the Civil Code). It is often sufficient for the opposing party to dispute the sender’s identity or the message’s authenticity.

However, it is important to note that no presumption of authenticity applies to the signature itself (with the exception of a certified signature, the authenticity of the signature is not presumed). Therefore, if the authenticity of the signature is disputed, the party relying on the signature must prove its authenticity. The most significant way to strengthen email evidence is thus not only by attaching an electronic signature but also by using a higher form of it, such as an advanced electronic signature, or even better, an electronic signature based on a qualified certificate. The higher the level of the signature, the stronger the evidence regarding both the identity of the person acting and the integrity of the message’s content.

The probative value of an email is, of course, always assessed on a case-by-case basis in accordance with the principle of free evaluation of evidence, under which any means capable of establishing the facts may serve as evidence. Courts generally take into account the overall context of the communication and established practices between the parties. Subsequent email communication or related conduct of the parties, from which consent, a response, or the fulfillment of obligations according to the message’s content can be inferred, is also significant. Email metadata (message header, time of sending and receipt, server used, etc.) could also be relevant.

In summary, an email may serve as evidence of a legal act, but its probative value depends on the specific circumstances. It will be most compelling as evidence if it is supported by an electronic signature and fits into a coherent chain of other evidence confirming the identity of the acting party, the content of the legal act, and the seriousness of the expressed intent.

Bělina & Partners advokátní kancelář s.r.o.

Our services focus, among other things, on the area of civil and commercial law, including contracts and other legal acts, as well as on representing clients in disputes that may be related to this area.

29. 4. 2026/by admin4632

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Does the new cybersecurity legislation affect your company?

The new Czech cybersecurity legislation implements the requirements set out at EU level by the NIS 2 Directive, which was adopted on December 14, 2022. The Cybersecurity Act itself has been in force since November 1 last year. Even during the preparation of this Act, the public was gradually informed about the impact of the new legislation on the website of the National Cyber and Information Security Agency (NÚKIB). If you have not yet paid sufficient attention to this topic, we recommend that you visit the NÚKIB portal for basic guidance, where you will also find a practical calculator that you can use to check, without obligation, whether the services you provide fall under the regulated services according to the cyber law and, if so, under which regime, i.e., whether under the higher or lower obligations regime. The criteria for determining regulated persons and the criteria for determining the applicable regime are set out in the Decree on Regulated Services.

The law sets a deadline of 60 days for reporting regulated services. Most organizations were required to submit their reports by December 31, 2025, at the latest (60 days from the effective date of the Cyber Security Act). If you are one of these organizations and have not yet done so, you are committing an offense for which you may be fined up to CZK 250,000,000 or up to 2% of your net global annual turnover (whichever is higher). Do not wait for a fine to be imposed and report the regulated service as soon as possible.

Reporting a regulated service is the initial obligation, followed by other obligations. Based on the report of a regulated service, NÚKIB issues a registration decision. From the delivery of this decision, the regulated service provider has 30 days to report the contact details of the persons authorized to act on behalf of the organization and other information regarding its ownership structure, technical data relating to the regulated service provided, its geographical coverage, and any cross-border provision (this information may be included directly in the notification of the regulated service). Upon delivery of the registration decision, the provider of the regulated service must also begin to fulfill the obligation to implement and execute security measures and report cyber security incidents within one year at the latest. Details regarding the content and implementation of security measures are regulated, according to the relevant category, by the decree on security measures for providers of regulated services under the higher obligations regime and the decree on security measures for providers of regulated services under the lower obligations regime.

If you are unsure whether the obligations arising from the above regulation apply to you or how to comply with these obligations, we will be happy to help you.

9. 2. 2026/by admin4632

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Sue Ryder Charity Cup

The Bělina & Partners football team participated in the Sue Ryder Charity Cup tournament again this year. Once again we supported a good cause and this time made it through to the quarter finals. The final is within our reach and we will fight for it next year.

Více

23. 9. 2025/by admin4632

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Labor law success at the Supreme Court

A five-year battle with a happy ending! That’s how you could describe the story of our client, who faced bullying and humiliating treatment from her employer after returning from a year of sick leave. As the sales director of a shopping center, our client was assigned a new “office” in a workshop shared with the building’s maintenance worker, who, according to the new company hierarchy, was supposed to be her superior. When she objected to this treatment, she was dismissed for serious breach of duty.

The Supreme Court upheld our client’s appeal and overturned the judgment of the Municipal Court in Prague, which had dismissed the client’s action for a declaration of invalidity of the termination of employment, ruling that the termination of employment given to the client was invalid. Following the Supreme Court’s ruling, an out-of-court settlement was reached between the client and the defendant employer, under which the employer paid the client financial compensation for her wage claims.

More:Ženu po návratu z nemocenské šoupli do kumbálu a ponižovali. Když se ozvala, dostala padáka. Zastal se jí Nejvyšší soud – Novinky

5. 6. 2025/by admin4632

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IPG Naples Conference

As part of our membership in the International Practice Group, we participated in the IPG international conference in Naples on May 15-18, 2025, represented by JUDr. Tomáš Bělina.

Past conferences (ipg-online.org)

5. 6. 2025/by admin4632

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Equal pay for employees – what to be prepared for

Equal pay today

Zaměstnavatel je dle stávající právní úpravy povinen zajišťovat rovné zacházení se všemi zaměstnanci, a to i pokud jde o jejich odměňování za práci a o poskytování jiných peněžitých plnění a plnění peněžité hodnoty.¹⁾ Dle zákoníku práce přísluší všem zaměstnancům u zaměstnavatele za stejnou práci nebo za práci stejné hodnoty stejná mzda, plat nebo odměna z dohody. Stejnou prací nebo prací stejné hodnoty zákoník práce výslovně rozumí práci:

stejné nebo srovnatelné složitosti, odpovědnosti a namáhavosti,
konanou ve stejných nebo srovnatelných pracovních podmínkách,
při stejné nebo srovnatelné pracovní výkonnosti a výsledcích práce.

Zákoník práce dále konkrétně rozvádí, podle jakých hledisek je na místě posuzovat složitost, odpovědnost a namáhavost práce; pracovní podmínky; pracovní výkonnost a výsledky práce.²⁾ Dle aktuální judikatury Nejvyššího soudu se jedná o taxativní (konečný) výčet hledisek, který nelze rozšiřovat. Rozdílnost v odměňování proto nelze odůvodnit např. ani odkazem na sociálněekonomické podmínky a jim odpovídající výši nákladů na uspokojování životních potřeb v místě výkonu práce zaměstnance (tzv. vnějšími vlivy jako např. cenou práce v dané lokalitě).³⁾

Under the current legislation, the employer is obliged to ensure equal treatment of all employees, including with regard to their remuneration for work and the provision of other monetary benefits and benefits of monetary value.¹⁾ According to the Labour Code, all employees of an employer are entitled to the same wage, salary or remuneration for the same work or for work of equal value. The Labour Code expressly defines equal work or work of equal value as work:

of equal or comparable complexity, responsibility and exertion,
performed under the same or comparable working conditions,
with the same or comparable work performance and results.

The Labour Code furthermore specify the aspects according to which it is appropriate to assess the complexity, responsibility and strenuousness of work; working conditions; work performance and work results.²⁾ According to the current case law of the Supreme Court, this is an exhaustive (definitive) list of aspects which cannot be extended. Therefore, a difference in remuneration cannot be justified, for example, by reference to socio-economic conditions and the corresponding cost of living in the employee’s place of work (so-called external influences such as the price of work in a given locality).³⁾

If an employer sets or agrees with an employee a wage for work that is higher than that of other employees performing the same work or work of equal value, without substantial reasons (aspects according to the Labour Code), the employer is in breach of a legal obligation. An employee who is paid less than a comparable employee has the right to claim compensation for the damage. The amount of the damage is determined as the difference between the wage of the employee who has the higher wage and the wage of the affected employee.⁴⁾ Moreover, according to the Supreme Court, the assessment of the same work or work of equal value is not limited to the performance of work in the same time period, i.e., employees working for the employer in different time periods may also be compared.⁵⁾

At present, a significant obstacle to employees‘ claims for equal pay is the lack of transparency (lack of information) within the employer as to the levels of wages and other remuneration provided for each position. Simply put, employees do not know how their colleagues are remunerated, which significantly eliminates compensation disputes. However, this is set to change in the future, partly with effect from 1 June 2025.

What to prepare for from 1 June 2025

On 29 April 2025, the so-called Flexi Amendment to the Labour Code was published in the Collection of Laws under No. 120/2025 Coll., and will become effective as of 1 June 2025. The Flexi Amendment to the Labour Code now explicitly obliges employers not to restrict employees in the handling of information on the amount and structure of their wages, salary or remuneration. This prohibition is based on previous case law and the opinion of the Ombudsman, according to which such confidentiality is contrary to the Labour Code and therefore unenforceable. Although employers have often been aware of the unenforceability of such clauses, they have kept them in employment contracts for psychological reasons to discourage employees from sharing information about wages and other income with each other. However, it will now be an offence under Act No. 251/2005 Coll., on Labour Inspection, and negotiating such clauses, as well as otherwise restricting employees from sharing information about their wages, salaries or remuneration, can therefore be sanctioned with a fine of up to CZK 400,000.

Employers should thus avoid including similar clauses in employment contracts, collective agreements, pay schedules or internal regulations. At the same time, it can be recommended that the existing restrictions be removed from all employer documents, or that the employer documents be amended/added/replaced so that they do not give rise to a possible inspection by the Labour Inspectorate.

Inevitable changes in 2026

The anchoring of the described prohibition of confidentiality on remuneration in the Labour Code is a reflection of one of the obligations under Directive 2023/970 on transparent remuneration, which Member States are obliged to transpose by 7 June 2026 at the latest. As a result of this directive, the Czech legal system should, by the first half of next year at the latest, guarantee, among other things:

the right of employees to request from their employers information on their individual level of remuneration and on the average gender-specific remuneration levels for categories of employees performing the same work or work of equal value.

Employers will be obliged to provide the information on request by the employee, in writing and within a reasonable time, within a maximum of two months. If the information received is inaccurate or incomplete, employees will have the right to request additional reasonable explanations and details concerning any information provided and to receive a reasoned response from the employer. At the same time, employers will be required to inform all employees annually of their right to receive the information and the steps to be taken by employees to exercise that right.

Employers will thus no longer be able to rely on the lack of information provided to employees about the remuneration of comparable colleagues within the same employer, which has until now virtually protected them from potential claims for damages by those employees. Furthermore, employers themselves will be obliged to inform employees that they are entitled to such information and what steps they should take to obtain it.

Conclusion

It is evident that the pressure for equal pay is gradually increasing. The number of lawsuits filed by employees under the current legislation is clear evidence of this. In order to avoid an increase in such disputes in the context of the Flexi Amendment to the Labour Code as of 1 June 2025 and, in particular, in the context of the expected transposition of Directive 2023/970 on transparent remuneration, it is up to employers to asses as soon as possible that all their employees are entitled to the same wage, salary or agreed remuneration for the same work or for work of equal value. As numerous Supreme Court cases demonstrate, the criteria for this assessment are not unambiguous. Thus, a qualified assessment by employment law experts is certainly in order.

Bělina & Partners advokátní kancelář s.r.o.

Our services focus, among other things, on comprehensive advice in the field of labour law, including the preparation and review of labour law documents.

References:

1) See Section 16(1) of Act No. 262/2006 Coll., the Labour Code, as amended.

2) See Section 110 of Act No 262/2006 Coll., Labour Code, as amended.

3) See the judgment of the Supreme Court of the Czech Republic of 20 July 2020, Case No. 21 Cdo 3955/2018.

4) See the judgment of the Supreme Court of the Czech Republic of 20 November 2024, Case No. 21 Cdo 2000 /2024.

5) See the judgment of the Supreme Court of the Czech Republic of 16 April 2025, Case No. 21 Cdo 3521/2023.

13. 5. 2025/by admin4632

News

Success at the Court of Appeal in the dispute between SOCDEM and the heirs of JUDr. Altner

We have been representing Sociální demokracie for a long time in the media-monitored dispute with JUDr. Zdeněk Altner, currently being fought with his heirs. In this litigation, we have succeeded in the Court of Appeal, which, on the basis of an appeal by Sociální demokracie, overturned the November 2024 Judgment of the District Court for Prague 1 commented on many times in the media.

25. 4. 2025/by admin4632

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The works contract – handover and acceptance of the work

Handover and acceptance of the work – is it really true that the more detail we describe in the contract the better?

The works contract is one of the most frequently concluded contracts. The contractor undertakes to carry out the work at his own expense and risk for the client, and the client undertakes to accept the work and pay the price for it. In practical life, the subject of a works contract may be, for example, the construction of a house, the renovation of a flat, the creation of a computer program, the assembly of furniture, but also, for example, the creation of a hairstyle by a hairdresser, the execution of a work of art or the making of a dress. The price for the work is also related to this, which can be in the value of units of crowns or, on the contrary, in many hundreds of millions.

Methods of concluding a contract for a work

The aim of the contractor is generally to carry out the work in such a way that he will be paid in full by the client; the client, on the other hand, is interested in being paid only for work that is carried out without defects. It is natural that if the value of the work is low, a written contract for the work will not be concluded – for example, when we normally use the services of a hairdresser, we do not expect the hairdresser to provide us with a written contract specifying exactly how, when and at what price the hairdresser will do the haircut. We only verbally agree with the hairdresser how we would like the haircut and then hope that the result will match our wishes. If this does not happen, we have limited defences as it is likely to be disputed exactly what the hairdresser should have done – this may be difficult for us as the customer to prove. We accept this low level of formality (an oral contract) because the risk of the work not going well is not great (especially if we visit the hairdresser regularly) and mainly because our initial financial investment is only in the order of hundreds or thousands of crowns.

However, if we are entering into a contract for a work of significantly higher value, it is undoubtedly worthwhile to have the contract in writing. This is not only if we act as the person to whom the work is delivered (we are interested in the completion date, quality of workmanship, price), but also if we are in the position of the contractor (when and how we will be paid, when the client will consider the work completed, etc.).

Execution of the work – a key moment for both parties

The moment of execution of the work is crucial for the execution of the work (according to Section 2604 of the Civil Code, the work is executed if it is completed and handed over). By performing the work, the contractor completes its activity and expects to be paid for the work (the right to payment of the price arises when the work is performed), while the client takes over the work, checks whether it has been performed properly and, as a rule, is subsequently obliged to pay for the work. This is a significant moment for both parties in terms of the performance of the work contract, among other things because it is often linked to a certain penalty for failure to meet the agreed deadline – if the contractor fails to perform the work by a certain date, he may be obliged to pay the client a contractual penalty for the delay, if the client refuses to accept the work, he may be obliged to pay the contractual penalty to the contractor.

Specification of the method of handing over the work

As mentioned above, the moment of handover of the work is important for the performance of the work – it is therefore important to properly specify in the work contract how the handover and acceptance of the work will take place. As a precaution, the parties often specify the manner of handover and acceptance in the works contract in great detail, sometimes perhaps too much. Although it may be somewhat surprising, by regulating in great detail the manner of handover and acceptance of the work, the parties may unwittingly get into considerable trouble later on. Why?

The Civil Code does not stipulate how the work is to be handed over. It can be handed over, for example, simply physically, by email or by means of a handover protocol. The contracting parties are free in this respect and can agree on any method of handover that is objectively possible. They do not even have to agree on any particular method of handover and acceptance, with the understanding that it will take place in a de facto manner. On the contrary, they can agree in the works contract on a very detailed handover method, i.e. according to a model handover protocol, which must be signed by specific persons on behalf of the parties to the contract, must have certain elements, etc. This meticulousness can ultimately be a trap.

The Supreme Court’s strict approach to deviation from the agreed method of handing over the work

When assessing a works contract, it is necessary to take into account not only the text of the law but also settled case law. In its decisions, the Supreme Court has repeatedly held that the handover of the work may be agreed in any conceivable way, but if the parties have already chosen a particular method of handover in the contract, then that method must be complied with. If the agreed method is not followed, the result is that the work cannot be considered to have been handed over and accepted, and therefore not to have been performed (e.g. the Supreme Court’s decisions 32 Cdo 542/2018, 23 Cdo 4979/2014, 32 Odo 296/2005, 32 Odo 2399/2012, 23 Cdo 4092/2007 and many others).

The Supreme Court has even taken such a formalistic approach that if the parties have agreed on the handover of the work by means of a handover protocol, this protocol cannot be substituted for the handover of the work; even if the parties only hand over the work in fact and both act as if the work had been handed over – e.g. the client fully uses the work (Supreme Court decisions 23 Cdo 4979/2014, 32 Cdo 542/2018); even in such a case, the work cannot be regarded as having been completed. Such conclusions may come as an unpleasant surprise to both parties, who have been acting all along as if the work had already been handed over and accepted (and performed).

What happens if the agreed method of handing over the work is not followed?

The fact that the work cannot be deemed to have been handed over has quite practical consequences, which can be fatal for the contracting parties, or especially for one of them in the event of a dispute. The contractor is not legally entitled to payment of the price for the work that he has actually completed and is in default of his obligation to carry out the work, which may result in contractual penalties being applied by the client. At the same time, the guarantee is not triggered, the contractor is not entitled to payment of the retainer, etc. On the other hand, if the failure to comply with the agreed handover procedure is caused by the client, the client may be in default and may again be subject to penalties for failure to provide proper cooperation to the contractor.

How to prevent possible future complications?

It follows that if a contract for work is to be concluded, it is of course advisable to conclude such a contract in writing (unless it is a relatively marginal matter). At the same time, however, careful thought should be given to the manner in which the parties will demonstrably hand over the work to each other and what the requirements of such handover must be. Extreme care must be taken in this respect, not least because the execution of the work may take several years and the method of handing over and taking over the work, which appears to be quite simple when the work contract is signed, may become extremely problematic in a few years‘ time.

In any case, no matter how the handover of the work is agreed in the work contract, the agreed method must be followed; if this is not possible, it is better to agree with the other party to the contract on an amendment to the work contract and to contractually modify the method of handover. If any of the requirements set out are not complied with, the other party may take advantage of this or even abuse it to its advantage and essentially turn the whole contractual obligation around (refund the price already paid for the work, demand payment of a penalty for delay, etc.). It can be very difficult to defend against such an abusive approach in the event of objective non-compliance with the agreed handover requirements and the courts cannot be relied upon to automatically consider such conduct by the other party to be an abuse of law or an act against good morals.

In order to prevent future problems, it is always advisable to consult a specialist in relation to a major work contract and thus tailor it to each contractual relationship according to the subject matter of the work, its value and who is entering into the contract with us as the other party. Prudence at the beginning can pay off in the end.

Bělina & Partners advokátní kancelář s.r.o.

Our services also focus on the preparation of contracts on works, including works in construction, intellectual property and other areas.

28. 3. 2025/by admin4632

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