Category: Czech Republic

Jan Prochazka has joined Havel & Partners as a Partner in the firm’s Banking & Finance practice group.

According to Havel & Partners, Prochazka will “lead the further development of this specialized practice, which includes a team of 30 experienced lawyers, including six partners.” He also specializes in labor law.

Before the move, Prochazka was a Partner with Deloitte Legal between 2017 and 2025. Before that, he was an Associate Partner between 2014 and 2017 and a Managing Associate between 2011 and 2014. Earlier, he worked with Ambruz & Dark as a Junior Lawyer between 2006 and 2011 and as a Paralegal between 2003 and 2006.

“Banking and finance is one of the key specializations of our firm, showing long-term growth,” commented Managing Partner Jaroslav Havel. “Jan brings not only his detailed expertise and extensive experience but also the ability to connect regulatory advice with current market requirements. His arrival will allow us to further develop top-notch expertise and respond more effectively to the needs of banks, insurance companies, investment funds, and fintech companies.”

Nedelka Kubac Advokati has advised EP UK Bidco on regulatory approvals for its acquisition of International Distributions Services. Kirkland & Ellis reportedly advised EP UK Bidco as well. Slaughter and May reportedly advised International Distributions Services.

According to NKA, “the value of the transaction is estimated at CZK 107.3 billion. This is the largest Czech investment abroad in history.”

Publicly traded International Distributions Services owns the British postal service Royal Mail and the global logistics group GLS. 

The NKA team included Partner Radovan Kubac, Counsel Richard Maliniak, Associate Ondrej Cizek, and Junior Associate Ivo Tatic.

Clifford Chance has advised Allwyn on the syndication of a new seven-year EUR 475 million term loan B facility and a fully fungible USD 75 million add-on to its existing USD term loan B due in 2031. 

Allwyn is a multi-national lottery operator.

The Clifford Chance team included Managing Partner Milos Felgr, Senior Associate Vladimir Rylich, Associate Tomas Kubala, and Junior Lawyer Radek Sikora.

Clifford Chance could not provide additional information on the matter.

CMS has advised UniCredit Bank Austria and UniCredit Bank Czech Republic and Slovakia on the financing for the Waltrovka office project for Manova Partners. Dentons reportedly advised Manova Partners.

The Waltrovka office project is a real estate development in Prague originally undertaken by Penta Real Estate. 

The CMS team included Prague-based Partner Petra Mysakova, Associate Vladimir Zemanik, and Lawyer Matej Eberle as well as Germany-based Partner Thomas de la Motte.

Squire Patton Boggs has advised Trinity Bank on the acquisition of the Pankrac House office complex in Prague from real estate investor CPI Europe.

Czech Republic-based Trinity Bank has a 29-year history of serving over 210,000 clients.

According to Squire Patton Boggs, located in the heart of Prague 4’s prominent business district, the Pankrac House comprises nearly 18,000 square meters of fully let office space, with tenants including Omnicom Media Group and Canadian Medical.

The Squire Patton Boggs team included Partner Radek Janecek, Of Counsel Lenka Nova, and Senior Associate Marek Hrubes.

Squire Patton Boggs did not respond to our inquiry on the matter.

Kinstellar has advised Veolia on the acquisition of an additional 15% stake in Veolia Energie CR from CEZ, increasing Veolia’s shareholding to over 98%. Skils reportedly advised CEZ.

According to Kinstellar, this milestone reinforces Veolia’s long-term collaboration with CEZ and further strengthens its position in the Czech energy market, in line with its GreenUp strategy aimed at transitioning to cleaner, local, and decarbonized energy sources.

The Kinstellar team included Partner Kamil Blazek, Counsel Michal Forytek, Managing Associate Matej Vecera, and Junior Associates Antonin Seidel and Lucie Kunclova.

The long-awaited amendment to the Czech Energy Act, known as “Lex OZE III”, has officially been passed by the Parliament. While it introduces significant and predominantly positive changes to the clean and renewable energy sector, it has also sparked considerable controversy. The proclaimed objective of the legislation is to accelerate the transition to sustainable energy while addressing regulatory and market challenges. Nevertheless, it lags behind the technical and commercial realities of the European market; it implements a European directive that the Czech Republic should have adopted over four years ago.

Key Updates

First and foremost, Lex OZE III officially introduces several important concepts to the Czech energy legislation, including energy storage, aggregation, and flexibility. The fact that these concepts were previously not acknowledged in Czech energy legislation created practical obstacles for investors.

Another major change is the increase in the threshold for requiring a construction permit and a license for electricity generation or storage from 50 kW to 100 kW. Similarly, the limit for simplified construction procedures has been raised from 100 kW to 250 kW.

Energy storage is now recognized as an independent energy source, allowing standalone facilities to connect to the distribution grid at any location instead of being restricted to existing sources. Furthermore, the amendment introduces a specific 25-year license for electricity storage.

In terms of market flexibility, aggregation is now defined as the process of pooling flexibility from electricity market participants to offer it on the market or manage deviations. Entities engaged in aggregation are required to hold a general electricity trading license, not any specialized one. Flexibility is also formally defined as the ability to adjust electricity supply to or from the grid based on market prices or demand fluctuations.

Additionally, consumer protection measures have been strengthened, with energy traders now required to disclose a “security index” that indicates the amount of electricity or gas pre-purchased to meet customer demand.

Controversies

Despite its ambitious goals, Lex OZE III has faced substantial criticism from municipalities and the renewable energy sector. A significant point of contention is the introduction of individual profitability checks for PV power plants commissioned in 2009 and 2010. This measure is perceived as penalizing efficient investors while favouring less economically savvy ones, potentially dampening investment enthusiasm in the Czech renewable energy market. Furthermore, it may be viewed as retroactive, posing arbitration risks for the Czech Republic, in particular taking into consideration the previously introduced measures aiming to reduce the subsidy received by these sources, including the so-called “solar tax” or sector profitability checks carried out in 2019 – 2022.

Another contentious amendment, referred to as the “construction rider,” imposes restrictions on Prague, Brno, and Ostrava regarding their building regulations. These cities can, for example, no longer coordinate tree planting with technical infrastructure development, leading to strong opposition from local governments. Despite the resistance, this amendment ultimately passed, limiting the regulatory powers of major cities in urban planning. However, the Minister of Industry and Trade mentioned that this amendment was not intentional and indicated that it should be rectified soon.

Conclusion

As the amendment is anticipated to be signed by the president soon, with most provisions going into effect five months later (late summer 2025), attention is shifting to its real-world implications. Only time will show if LEX OZE III will promote long-term renewable energy growth or inadvertently hinder progress. Either way, some municipalities are already considering legally challenging particular provisions, and three international businesses active in the Czech energy market have indicated a readiness to pursue arbitration proceedings against the state because of the expected negative impacts of the individual profitability checks.

This is the first article in the series covering LEX OZE III; further articles focusing on specific amended topics in more detail will follow soon. Stan tuned!

By Lukas Vymola, Counsel, Jan Gerych and Stefan Potocnak, Senior Associates, and Tomas Jonas, Associate, Dentons

Are you unsure whether a takeover bid is required when a controlling interest in a company is transferred to a trust? The Czech National Bank (CNB) has issued a clarifying statement on this issue.

Generally, contributing a decisive share of voting rights in a target company – whose shares are admitted to trading on a regulated market – to a trust typically triggers the obligation to launch a takeover bid. The crucial factor is whether this transfer results in a change of control of the target company.

Who is obligated to make the takeover bid?

• The trustee is responsible for fulfilling the takeover bid obligation, acting in their own name but on behalf of the trust.
• The beneficiary or even another person, such as the founder, may also be obligated if they are part of a group of cooperating persons. This may occur if they exert such influence over the trustee that the trustee’s decisions align with their will.
• Ultimately, the determination will always depend on an assessment of the individual legal rights and factual relationships in the specific case, particularly when dealing with comparable legal arrangements under foreign law.

Why does transferring shares to a trust trigger this obligation?

Upon the creation of a trust, the allocated assets become separate and independent property. The trustee exercises ownership rights to the assets in their own name but on behalf of the trust; however, the assets do not belong to the trustee, the founder or the beneficiary. The trustee has full control over the trust’s assets in accordance with the trust’s purpose and its statute.

The Czech Act on Takeover Bids does not provide an explicit exemption for the transfer of voting rights to a trust. The transfer of voting rights constituting a controlling interest in a target company listed on a regulated market in the Czech Republic from the founder to the trust’s assets leads to a change of ownership, which is a relevant situation that can give rise to a takeover bid obligation under Section 35(1) of the Act on Takeover Bids.

The concept of cooperating persons

Under the Act on Takeover Bids, a cooperating person is defined as someone who, in mutual understanding with the offeror, collaborate to gain or assert joint influence over the management or operation of the target company, particularly through the joint and coordinated exercise of voting rights. This mutual understanding encompasses any intentional coordination of actions, whether explicit or implicit, regardless of the specific form it takes.

In the context of a trust, a certain level of coordination may typically be expected between trustees and beneficiaries, as the trustee manages the trust for the benefit of the beneficiary. If the exercise of voting rights is coordinated in this context, the broad definition of a cooperating person under the Act on Takeover Bids can include the beneficiary. The beneficiary or the founder can be considered cooperating persons, particularly if the beneficiary can give formal or de facto instructions to the trustee that the trustee is obliged to respect. Similarly, the founder’s rights related to oversight or otherwise stemming from the trust’s statute can also establish the status of a cooperating person.

A group of cooperating persons is defined more narrowly and only includes cooperating persons who hold a share in the voting rights of the target company and the cooperating persons who control that company. Therefore, a beneficiary (or founder) will not be considered part of a group of cooperating persons with the trust unless they have a direct share in the voting rights of the target company or such a share is attributed to them (e.g. if they control a person holding voting rights).

Relevance to foreign legal arrangements

While the legal regulations of comparable foreign legal arrangements may differ from the Czech legal framework for trusts, the CNB’s conclusions are broadly applicable, with a stronger emphasis on assessing the specific legal relationships involved. The conditions for triggering a takeover bid obligation for a controlling interest in a company listed in the Czech Republic are assessed according to the Czech Act on Takeover Bids.

Importance of individual assessment and CNB consultation

Given the diversity of rights associated with the functioning of a trust, identifying the holder of voting rights and thus the cooperating persons and the group of cooperating persons will always require an individual assessment, primarily based on the statute of the relevant trust. Due to the complexity and individual nature of these cases, the CNB recommends consulting on the parameters of any specific transaction involving the acquisition of a controlling interest in a target company by a trust, including the provision of all relevant information.

In conclusion, the transfer of a controlling interest to a trust generally triggers a takeover bid obligation in the Czech Republic. The trustee is primarily responsible, but beneficiaries and founders can also be obligated if they form a group of cooperating persons exerting control over the target company through the trust. A thorough assessment of the specific trust structure and related factual circumstances is always necessary.

By Lukas Tomanek, Senior Associate, JSK, PONTES

Former T-Mobile Czech Republic and Slovak Telekom General Counsel and Head of Legal, Regulatory & Compliance Affairs Vladimira Chlandova was appointed as the Vodafone Czech Republic’s new Vice President for Legal Affairs, Risk Management, and Corporate Security.

Chladnova has been with T-Mobile Czech Republic and Slovak Telekom since 2019 when she joined as General Counsel. Earlier, she was Senior Corporate Counsel with Trelleborg between 2017 and 2019. Earlier still, she was General Counsel & HR Director and CCO UPC Ceska Republika between 1999 and 2016 as well as Chief Legal Counsel at Ringier.

A graduate of the Faculty of Law at Charles University in Prague, she has also served as the Chairwoman of the Board of the Czech Association of Electronic Communications and as a member of the expert panel at the Czech Telecommunication Office.

Originally reported by CEE In-House Matters.

Clifford Chance has advised Atrium Group Services on the sale of Atrium Flora shopping center to Max Realitni. BNT Attorneys reportedly advised Max Realitni.

Atrium Group Services is a subsidiary of G City Europe.

Max Realitni is part of the Redstone Group.

According to Clifford Chance, located between Prague’s Vrsovice and Vinohrady districts, Atrium Flora spans 20,000 square meters of retail space and 17,600 square meters of office space, featuring approximately 130 stores, a dedicated food court, an underground garage with 750 parking spaces, and the only IMAX cinema in the Czech Republic.

The Clifford Chance team included Partner Emil Holub, Counsel Milan Rakosnik, and Associate Simon Dusek.