act legal Czech Republic advised Sokolov Chemical Company Synthomer a.s. Posted on 24. June 202124. June 2021 by Gabriela Fuchsová act legal Czech Republic (act Řanda Havel Legal) provided legal advice to the Sokolov chemical company, which is part of the global chemical group Synthomer, in connection with the planned transition to a new source, which should be more environmentally friendly. Sokolov chemical company Synthomer a.s. will build a new energy source for almost 140 million crowns. The original coal source will replace the gas source, which is to contribute to improving the environment and reducing coal mining. On 15 June, the representatives of Synthomer, the Senate of the Czech Republic, the Karlovy Vary Region, the municipal authority of Sokolov and the supplier company took part in the ceremonial signing of the contract with the supplier CHP Trading on the construction of a new source. This is one of the largest investment events of the company in its history. Thanks to the new source, CO2 emissions will be reduced by a third, emissions of other pollutants and water abstraction from the Ohře River will significantly fall. This is another major contribution of Synthomer to improving the environment in Sokolov. The original coal source was built in the Sokolov chemical plant in 1917, when the plant itself was established. The new source of steam production in Synthomer will include three high-pressure steam boilers that will burn natural gas.
BNP Paribas Real Estate report in cooperation with act legal Posted on 22. April 202122. April 2021 by Gabriela Fuchsová How did the first months of the pandemic affect developers’ timelines, investment plans and tenants’ expectations in four largest CEE countries? Were the investors operating in Poland, the Czech Republic, Hungary and Romania rattled or shattered by the first two waves of the medical crisis? To what extent could the pandemic disrupt business strategies? Which sectors turned out to be most immune to COVID-19 and how did labor markets react to all of that? These questions are addressed in BNP Paribas Real Estate’s report, “How R U CEE?” developed in cooperation with act legal, Hays, the French-Polish Chamber of Commerce, the Netherlands-Polish Chamber of Commerce and the Belgian Business Chamber. The report provides an overview of the commercial real estate market, broken down into specific segments, from the perspective of developers and investors in the Central and Eastern Europe. act legal professionals from Poland, the Czech Republic, Hungary and Romania share their views on current trends in the CEE commercial property market and legal aspects of COVID-19’s impact, while also commenting on recent amendments to legal and tax regulations, which are relevant for investors.
The Legal 500 recommends act legal Czech Republic and its lawyers Posted on 21. April 202121. April 2021 by Gabriela Fuchsová The prestigious rating agency, The Legal 500, once again recommends act legal Czech Republic (act Řanda Havel Legal) and its lawyers. The Legal 500 Europe, Middle East & Africa, an independent guide which evaluates law firms and individuals all around the world, recently published their 2021 rankings. act Řanda Havel Legal is once again among the ranked law offices in five of monitored areas. Seven of our lawyers are recommended as specialists in these specific areas of law. The most important for us is the positive evaluation of our clients who appreciate (among others) our professionalism, extensive knowledge and pro-client approach. act Řanda Havel Legal is recommended in these areas: – Corporate and M&A– Projects & Energy– Dispute resolution– Real estate and construction– TMT The recommended specialists are: – Martin Řanda (Dispute resolution, Real Estate and Construction, TMT, Corporate and M&A)– Jan Havel (Dispute resolution, Projects and Energy, Real Estate and Construction)– Tomáš Rydvan (TMT, Dispute resolution)– Alois Šatava (Corporate and M&A, Projects and Energy)– Matyáš Kužela (TMT)– Tomáš Slabý (Real Estate and Construction) – Ladislav Peterka (Dispute resolution)
act legal Czech Republic succeeded in Chambers Europe 2021 Posted on 19. March 202124. March 2021 by Gabriela Fuchsová Chambers & Partners, the prestigious rating agency that maps out the quality of legal services in Europe, named act legal Czech Republic (act Řanda Havel Legal) as a “Recommended firm” in the Dispute Resolution and Employment categories in its 2020 ratings. “We are pleased to be awarded by the renowned Chambers & Partners agency. Receiving this prestigious recommendation is an important award for our law firm and emphasises the quality and professionalism of our work – especially the deserved respect and strong reputation of our legal team,” said Martin Řanda, Managing Partner, about the success of act Řanda Havel Legal. He adds, “Huge thanks to all our colleagues, as well as to all our clients, without whose confidence we wouldn’t have won this award.”
act legal Czech Republic is the best law firm in the area of labour law Posted on 3. November 202024. March 2021 by Gabriela Fuchsová act legal Czech Republic (ŘANDA HAVEL LEGAL) won the Labour Law category in EPRAVO.CZ’s prestigious “Law Firm of the Year“ ratings, adding another victory on top of the previous year’s wins in the Telecommunications and Media and Energy and Energy Projects categories. In addition, ŘANDA HAVEL LEGAL placed highly in the other fourteen categories. Mgr. Tomáš Slabý, the head of ŘANDA HAVEL LEGAL’s Labour Law team, considers this award a great success: “We highly appreciate this award, which primarily reflects the satisfaction and trust of our clients. We also understand it as an appreciation of our Labour Law team’s performance in connection with the issues caused by the Covid-19 pandemic and the provision of related advice, especially in the areas of compensation and restructuring of our clients’ workforce.” He adds, “Huge thanks to all our colleagues, as well as to all our clients, without whose confidence we wouldn’t have won this award.” In competition with almost 80 Czech and international offices, ŘANDA HAVEL LEGAL was “highly recommended” in the categories of Energy and Energy Projects, Restructuring and Insolvency, Real Estate Projects, Telecommunications and Medias, Intellectual Property and Compliance. It is “recommended” in the categories of M&A, Information Technology Law, Banking and Finance, Public Procurement, Corporate Law, Competition Law and Dispute resolution. In addition to the above, ŘANDA HAVEL LEGAL was highly recommended in the special category of Czech Companies in the International Markets. This result puts us among the best law firms in the Czech Republic.
Employers will be able to gefer contributions to their social insurance at reduced penalties Posted on 26. May 202014. March 2021 by Gabriela Fuchsová On May 20, 2020, the Czech Senate passed a law allowing employers to defer payments for their social security insurance premiums for the months of May – July 2020 at reduced penalties. The law can be expected to become effective in the coming days. The purpose of this law is to strengthen the liquidity of employers in the current difficult situation and to provide them with relief regarding their mandatory payments for the social security insurance premiums (hereinafter referred to as the “insurance premiums“). In order for employers to be able to defer payments for their insurance premiums for the above-mentioned months, they must continue to pay insurance premiums on behalf of their employees for the said months. Please note that deferring payments of insurance premiums does not release employers from the obligation to pay a penalty for not paying the insurance premiums on time. The adopted law only allows for deferral of insurance premiums payments for employers paid for the months of May – July 2020 until October 20, 2020 with a reduction of the late payment penalty by 80%. The amount of the penalty is now 0.01% of the amount owed for each day, instead of the usual 0.05%. Deferment of payments will be assumed automatically, i.e. it will suffice if the employer does not pay its insurance premiums for the month of May 2020 by June 20, 2020 (the procedure will be analogous for the months of June and July 2020). However, if the employer fails to pay the amount due by October 20, 2020, the Social Security Administration will impose regular penalty instead of the more favorable penalty of 0.01%, i.e. a penalty of 0.05% of the amount owed for each day. Another benefit of this law is undoubtedly the fact that in the case of using the option to defer payments for insurance premiums in accordance with the above, the “debt” incurred will not be considered to equal unpaid insurance premiums for the purpose of confirming the employer’s lack of indebtedness. Please note that the deferral of insurance premiums payments cannot be used at the same time as the state contribution from the Antivirus program for the wages compensations. A prerequisite for obtaining the contribution from the Antivirus program is the due payment of insurance premiums, both for the employer and on behalf of its employees. Currently, the Antivirus program is valid until the end of May, but its further extension can be expected. Employers will therefore have to choose whether they want to draw contributions from the Antivirus program or use the deferral option for their insurance premiums. In case of any questions related to the state compensation measures taken in the field of employment which an employer can use in the current difficult situation, please contact attorney-at-law Mgr. Lenka Droscová, our labor law specialist.
Abolition of real estate acquisition tax and statutory pre-emptive right Posted on 12. May 202012. May 2020 by Gabriela Fuchsová We would like to inform you that the Government of the Czech Republic (the “Government”) has decided, not only in connection with the COVID-19 pandemic, to abolish certain legal institutes related to the real estate transfer. It particularly concerns an abolition of:(i) Real estate acquisition tax; and(ii) Statutory pre-emptive right between co-owners. While the Government has decided to abolish the real estate acquisition tax mainly in order to stimulate the real estate market, the reason for abolishing the statutory pre-emptive right is not so clearly detectable. Abolition of real estate acquisition taxAs of 30 April 2020, the Government approved a draft law to abolish the real estate acquisition tax. The draft law is obliged to go through the standard legislative process. However, regarding the fact that it is a government law proposal, its relatively fast approval and adoption can be expected. The abolition of this tax shall be effective retrospectively and shall apply (i) to all real estate acquisition for which registration in cadastre of real estate (completion of the registration proceedings) was made in December 2019 and later, and (ii) to all real estate not registered in the real estate cadastre if the agreement on their transfer entered into force in December 2019 and later. The tax due date has been already postponed by government measures. Those, who have already paid the tax, shall be entitled to claim a refund. The related tax deductions of interest on housing loans shall be abolished with the effect from the beginning of January 2022. Thus, persons who acquire ownership of real estate in the meantime (from December 2019 to the end of the year 2021) shall not be obliged to pay the acquisition tax, but at the same time the possibility to reduce the tax base through respective deductions shall be maintained for them. Abolition of the legal pre-emptive right between co-ownersThe statutory pre-emptive right in case of a transfer of co-ownership share on the real estate has been returned into Czech legal order in 2018. However, with the effect from 1 July 2020, the current form of this institute will be abolished and the respective provisions of the Civil Code will be restored to their original form. In practice it above all entails that the statutory pre-emptive right applies only in situations where the so-called undivided co-ownership has been established by a disposition mortis causa (typically testament, inheritance contract) or by another legal fact in a way that made it impossible for the co-owners to affect their rights and obligations from the very beginning. Furthermore, the statutory pre-emptive right to a co-ownership share shall only last 6 months from the establishment of the undivided co-ownership and will not apply to transfers to certain family members or other co-owners. If you have any questions about real estate transfers, please, do not hesitate to contact us at tomas.slaby@randalegal.com.
What changes in the procedural law issues and enforcement implementations are brought by Lex Covid? Posted on 5. May 2020 by Gabriela Fuchsová This new Act allows, under defined conditions, relief from the effects of expiry of a time limit, even in cases where it would not otherwise be possible under the law. Lex Covid also sets out that until 30 June 2020, with exceptions, the courts will not undertake enforcements by selling movable assets and buildings in which the debtor has permanent residence. As we have informed, the President of the Czech Republic signed an Act known as Lex Covid on 20 April 2020. The Act is intended to address practical problems arising in connection with the Covid-19 pandemic in judicial proceedings and bankruptcies, and it also deals with the functioning of legal entities. The purpose of this newsletter is to present the content of Lex Covid concerning the procedural law issues and implementation of enforcements. Relief from the effects of expiry of procedural time limits As a result of the adopted extraordinary measures, the courts have scaled down their activity and in particular they have significantly reduced access to the court buildings for the public whereby, among other things, they have limited access to case files. That, however, made it impossible or excessively difficult for some parties to proceedings to carry out the necessary procedural steps within the set time limits, e.g. submission of a response. In some cases, such situation could be addressed by filing a request for extension of the time limit to perform an act but the courts did not manage to deal with the requests within a reasonable time. Lex Covid therefore enables relief from the effects of expiry of a time limit under set conditions, even in cases where this would be otherwise impossible by law. A condition for the relief is submission of a request/application by the party concerned within a set time limit, to which the omitted act must be attached. The time limit for filing the application will start to run upon terminating or cancelling the extraordinary measure against the epidemic, which made it impossible or substantially difficult to carry out the act. The time limit will not end before a certain number of days after the emergency ends. The time limits for which it is possible to file an application or request for relief vary in different areas of the procedural law. In civil justice, the application for relief must be filed within 15 days of the termination or cancellation of extraordinary measures. If the party has missed the time limit for submission of a response, as a result of which a judgement for recognition was issued, the court will decide based on the application of the party concerned on relief from the effects of expiry of the time limit for response and on an annulment of the judgement for recognition. In administrative justice, the application for relief from the effects of expiry of a time limit must be filed within 14 days of terminating or cancelling the extraordinary measure that hindered or rendered it excessively difficult to carry out the omitted act. In enforcement proceedings, the application for relief can be filed within 7 days of the termination or cancellation of the extraordinary measure. However, it is not possible to condone non-compliance with the time limit for filing an appeal against a decision in which the ownership of an asset was transferred to the purchaser at auction (an example can be a forced sale of immovable assets, or sanctioning of a business establishment by its sale). It is newly possible under this extraordinary situation to launch proceedings for a stay of enforcement also after the enforcement has already been performed, provided that the performance took place during the extraordinary measures and the party could not file the application before the enforcement was performed due to the extraordinary measures. The party can launch proceedings for a stay of enforcement, if it was ordered based on an unenforceable decision, the enforcement decision is annulled or rendered ineffective, or if the enforcement was inadmissible because there is another reason why the decision cannot be enforced. The same applies for enforcement proceedings. If, moreover, the party against whom enforcement is sought permits the time limit for fulfilling the enforced obligation to elapse, it can apply for relief from the effects of the expiry of that period. However, such party must pay the enforced claim and an advance payment for the reduced execution costs within 15 days of the termination or cancellation of the extraordinary measure, which will eventually mean lower execution costs for the party. In insolvency proceedings, the person who permitted the time limit set for completing acts in this type of proceedings to elapse due to extraordinary measures can file an application for relief, with the omitted act attached, within 7 days of the termination or cancellation of the extraordinary measure. That does not apply if the case in question has already been decided or if the judgment against which the party failed to lodge an objection within the set period has become final and the party would like to file the objection presently. In proceedings before the Constitutional Court, the application cannot be rejected solely on the grounds of being filed after the expiry of the set period, if the appellant filed it out of time due to restrictions arising from extraordinary measures against the epidemic. But the application must be filed no later than 15 days following the termination or cancellation of the extraordinary measure. That period will not end earlier than 15 days after the termination or cancellation the state of emergency. If a person in criminal proceedings has allowed a period set for performing an act to expire, the person can apply to have his position restored to the status quo ante. That way, it is possible to restore also the period for lodging an appeal. It is necessary to apply for restoration of the status quo ante within 3 days of the termination or cancellation of the extraordinary measure in question, however, that period will not end earlier than 3 days after the termination or cancellation of the emergency. Such application must be accompanied by the act in question if it still has not been performed. Lex Covid also deals with relief from the effects of expiry of a time limit in proceedings for satisfaction of property claims pursuant to the Act on the use of funds from material criminal sanctions imposed in criminal proceedings, and also with relief in procedures relating to applications for financial assistance pursuant to the Act on victims – in both cases, the entitled person can file an application for relief within 15 days of the termination or cancellation of extraordinary measures against the epidemic. The application must be accompanied by the submission which was to be made within the missed period. Court decisions granting the relief, except for decisions of the Constitutional Court, do not have to be justified. Enforcement and execution proceedings Lex Covid has also laid down that until 30 June 2020, the courts will not implement enforcement and execution by forced sales of movable assets and buildings in which the debtors are registered as permanently resident. That does not apply if the person against whom the enforcement is brought makes a written notification to the court that the court should continue the enforcement or execution in the above manner, or if the subject of the proceedings is recovery of maintenance claims, personal injury claims or claims of compensation for damage caused by intentional criminal offences. Should you have any questions concerning procedural law, not only related to the state of emergency, please contact Ladislav Peterka at ladislav.peterka@randalegal.com.
Lex Covid Act – Impact on Bodies of Legal Entities Posted on 27. April 2020 by Gabriela Fuchsová The Czech Parliament adopted an Act which is also known as „Lex Covid“. This Act is intended to solve the practical problems arising out of pandemic disease Covid-19 in the area of court proceedings, insolvency as well as functioning of legal entities. The purpose of this newsletter is to present the content of the Act relating to the functioning of legal entities. Decision-making of legal entities’ bodies outside the physical meetingThe essential change being brought by Lex Covid is the extension of the regulation for decision-making bodies of legal entities outside their personal meeting – either in written form (per rollam) or by using technical means. The body of a legal entity may now decide even if the foundation legal act (particularly the Articles of Association or Memorandum of Association) does not permit such procedure. This option applies not only to the General Meetings, but also, for example, to the meetings of the Board of Directors or the Supervisory Board. Therefore, Lex Covid in fact temporarily supplements (for the duration of the emergency measure) the Articles of Association or Memorandums of Association by allowing flexible actions to be taken by the bodies of legal entities in case this option has not been allowed in these documents yet. This should be very beneficial e. g. for joint-stock companies which are not obligated to hold general meetings with large number of people under difficult conditions, but instead the general meeting’s decisions may be taken in the form of per rollam. Extension of the term of office of a body memberThe extension of the term of office brought by Lex Covid relates to those members of elected bodies whose term of office would expire during the effectiveness of the emergency measure or within 1 month from the day following the date of its expiration. In that case, the term of office shall be extended until the lapse of three months following the end of the emergency measure. Automatic extension can be prevented by a member of the elected body delivering his disagreement to the legal entity before the expiry of the term of office. Lex Covid also lays down the conditions for the resumption of the office if such term of office has expired between the adoption of the emergency measure and the date on which Lex Covid comes into force. The resumption of the function of a member of the body shall take place only if the member delivers his consent and if no other member has been elected in the meantime. The term of office shall expire 3 months after the day following the date of termination of the emergency measure. Lex Covid allows, under specified conditions, the co-optation of members of the legal entity’s body, even if this possibility is not allowed within the foundation legal act. The co-optation represents a way in which the missing members of a particular body are elected by that body itself, with the effect until the next meeting of the body which is otherwise authorised to elect those members. Deadlines for discussion the ordinary financial statementsLex Covid also solves the practical problem residing in the obligation of general meetings of most companies to discuss the financial statements by the end of June. In this context, Lex Covid extends the deadline for discussing the ordinary financial statements of a private limited liability company, a joint-stock company or a cooperative – so that in case this deadline should expire earlier than 3 months after the date of termination of the emergency measure, it will expire up to 3 months after the termination of the emergency measure, but no later than on 31 December 2020. In fact, the companies are given more time to discuss the financial statements. The above options are, of course, temporary and last during the emergency measures related to the Covid-19 epidemic. In case of any questions regarding the functioning of legal entities, and not only during the state of emergency, please contact Mgr. Michal Pálinkás at Michal.Palinkas@randalegal.com.
Beware of Significant Provision in the Agreement on Providing Contribution from the Antivirus Programme Posted on 16. April 202016. April 2020 by Gabriela Fuchsová We would like to draw your attention to the relatively significant, albeit hidden, provision contained in the agreement (“the Agreement“) concluded between the Labor Office of the Czech Republic and an employer that applies for provision of a state contribution as compensation of wages paid to its employees under the Antivirus Programme (see our newsletter “Compensation Package for Employers Adopted by the Government of the Czech Republic”). In Article IX. of the Agreement entitled “Settlement”, it is set out that by concluding the Agreement, all claims of the employer against the state for damages caused by the relevant emergency measures of the government are settled when it comes to damages arising from the employer’s statutory obligation to pay wage compensation to employees due to obstacles to work incurred during the period for which the employer is entitled to the contribution. For employers, this is to exclude the possibility of simultaneously drawing money for wage compensation from the Antivirus Programme and to claim damages from the state in the future caused by adopted emergency measures regarding wage compensation paid by the employer using its own money. If employers receive a state contribution of 80% of wage compensation paid to employees under regime A, then by entering into the Agreement, they undertake to waive the claim towards the state for reimbursement of the remaining 20% of the wage compensation. This applies equally to regime B employees, i.e. their employers receive a contribution of 60% of the wage compensation paid out and for the remaining 40%, the state requests a waiver of the right to reimbursement to which the employer might otherwise be entitled from the state. The aforementioned approach by the state and the ‘settlement’ appear logical in relation to the amount of the state contribution granted. On the other hand, we consider the waiver of any compensation from the state in relation to the part of the compensation paid by the employer using its own money to be really pushed here by the state. In addition, the application for the contribution itself is silent as to any exclusion of future claims for damages in connection with the Agreement entered into and the payment of the contribution to wage compensation. Employers fill out this application through a web application that automatically generates the application after filling in, together with the Agreement to be concluded with the Labor Office of the Czech Republic. Thus, in an automatically generated Agreement, employers may not even notice a provision limiting their right to compensation from the state. Also, employers do not have a real opportunity to change the wording of the Agreement in any way and must accept the agreement if they wish to draw money from the Anvitirus Programme. It is also important to note that the state has not yet informed employers of this restrictive provision. This requirement is also neither reflected in any way in the conditions for receiving contributions in the announced Antivirus Programme, nor in the Employer Manual that was published afterwards. The Agreement concluded by the employer with the Labor Office of the Czech Republic is a so-called adhesion contract as the draft Agreement is unchangeable and the employer has no possibility to change its content in any way if they want to receive the state contribution. In addition, employers can be considered to be the weaker party in relation to the state, among other things because the employer usually applies for a state contribution in an acutely critical economic situation. The Civil Code stipulates that a provision of an adhesion contract which is particularly disadvantageous for the weaker party (without a reasonable reason) is invalid. We believe that the conclusion regarding invalidity should also apply to the aforementioned ‘settlement’ clause in the Agreements. In this respect, however, the courts will have the final say in the event of a dispute with the state. Perhaps a positive factor is that the state acknowledges its liability for the damage caused by the measures adopted, otherwise the authorities would not insert the provision on ‘settlement’ and ‘waiver’ into the draft Agreements. Please do not hesitate to contact us if you have any questions regarding the right to compensation from the state arising from the adopted measures in crisis or otherwise.
