Category: Czech Republic

JSK has advised Bunzl on its acquisition of VM Footwear. HKR Advokatni Kancelar reportedly advised the sellers.

According to JSK, “Bunzl plc was incorporated in 1940 and listed on the London Stock Exchange in 1957, but its origins date back to 1854 when Moritz Bunzl opened a small haberdashery business in Bratislava. Bunzl provides a one-stop-shop, on-time, and in-full specialist distribution service across more than 30 countries, supplying a broad range of internationally and responsibly sourced non-food products to a variety of market sectors.”

VM Footwear was founded in 2003. According to JSK, “since its establishment, the company has been engaged in the development, import, and distribution of personal protective and work equipment. In 2008 it expanded its operations to Slovakia by building a sales network, since 2016 it has been successfully exporting to the CEE region, and in recent years, it has been exporting to Western EU countries.”

JSK’s team included Partner Tomas Dolezil and Senior Associates Helena Hailichova and Patrik Mueller.

Former Managing Associate Ondrej Ponistiak has become a Partner with BPV Braun Partners as of January 1, 2023.

Specializing in corporate and M&A, competition, and TMT, Ponistiak has spent the last ten years with BPV Braun Partners – most recently as Managing Associate – having first joined in 2013. He also works on restructurings and dispute resolution. He studied law in Prague and Zurich.

“Ondrej is not only a fantastic lawyer with a very systematic working style but also an expert in the world of information technology and financial technology,” BPV Braun Partners Managing Partner Arthur Braun commented. “We appreciate him not only for his tremendous work commitment but also for his proactive approach to the further development of the firm. We are confident that he will have many future successes in his new role and will help to further grow the firm.”

CEELMDirect Profile Pick: A series of interviews with Premium profile-holders on the CEELMDirect legal directory. Today’s interview: Jiri Sixta, Partner at Glatzova & Co. in Prague.

CEELMDirect: Hi Jiri, and Happy New Year! What were the circumstances related to you joining Glatzova & Co.? 

Sixta: I started my career with Weinhold Legal back in 1996. It was originally part of Andersen Legal and subsequently a part of EY Law. Anyway, after ten years I needed a change. At that time, I got two offers: one from a big international law firm and the other from Glatzova & Co.  While making my decision, I started with an analytic approach. I defined 20 categories, compared offers, and the result was 10:10. Therefore, I identified five key aspects and the result was 2:2 and I was not able to make up my mind with respect to the last one. Therefore, I used a very simple approach: in which of those two offices did I feel better – or, to which of them would I be more pleased to come in the morning? And this intuitive approach resulted in Glatzova & Co. – which I joined in January 2007 – and I have never regretted my decision.

CEELMDirect: What was your favorite firm team retreat or group social activity over the years? Why?

Sixta: In my previous firm, we (meaning the lawyers) organized mountain-biking trips twice a year – and it always was a real highlight. With Glatzova & Co., it is without any doubt our annual ski trip to Austria, this time organized (and paid for) by the firm. Just imagine: we close our offices on Thursday at noon, we hop on a bus with a lot of refreshments (including “schnitzels”), we have a good time for eight hours – and then we spend three full days in a nice hotel and on perfect Austrian slopes, including apres-ski or night sledge routes. The only negative is a lack of sleep (laughs).

CEELMDirect: When you and your colleagues take visiting clients or prospective clients to dinner, which restaurant in Prague do you prefer to take them to? 

Sixta: I think that each of us partners has a slightly different preference. In my case, it mostly depends on the particular prospective client: sometimes it is better to go to a place with good Czech cuisine, and sometimes it is all about the view or the ability to sit outside in the summer. Over the years I have been fortunate enough to become friends with a significant portion of my clients and, therefore, I prefer something less formal for lunch, for example, La Bottega Linka, Casa De Carli, or Beef Bar. I am not a big fan of places where you can meet all of your competitors.

CEELMDirect: Looking back at 2022, how was the year for the firm?

Sixta: Overall, it was not an easy year for our clients and even for us – the war on Ukraine is not just a political disaster and an economic issue, but also something that stuck all of us quite deeply; who of us would imagine a real war taking place several hundred kilometers from Prague? Anyway, strictly financially, it was a very good year – our turnover will be higher than in 2021. Obviously, as we increased the salaries of all our personnel, and given the increase in prices of everything, the profit will most likely be lower. I think that we will also have to increase our rates. Anyway, I believe that our clients will understand it – quality legal advice does not come cheap.

CEELMDirect: Thanks so much, Jiri. And again, Happy New Year to you and all your colleagues at Glatzova & Co.!

BBH has announced the appointment of Andrea Adamcova, Matej Manderla, and Petr Vosahlik as Partners within the firm, effective January 1, 2023. 

According to the firm, Adamcova, formerly a Senior Associate, has more than 15 years of practice and “has gained significant experience in banking and financial law, mergers and acquisitions, and corporate law.” She is a graduate of the Faculty of Law of Charles University in Prague and has been with BBH since 2005.

According to BBH, Manderla “has been specializing in commercial and civil law for almost a decade.” He too is a graduate of the Faculty of Law of Charles University in Prague. He has been with BBH since 2013. Before that, he spent almost two years with Dvorak Hager & Partners between 2011 and 2013.

According to the firm, Vosahlik, who has been with BBH since 2013, focuses on “representing clients in arbitration and court proceedings.” Like Adamcova and Manderla, Vosahlik is also a graduate of the Faculty of Law of Charles University in Prague. Before joining BBH, he spent two years as a Legal Intern with Balcar Hrouzek Vesely a Partneri.

“In the past years, we have been able to successfully grow, be it in the financial volume of services or the level of clients,” BBH Managing Partner Petr Mlejnek commented. “The diligent work of these new partners has been a great contribution to that result. Andrea, Matej, and Petr all started at BBH as student paralegals, and their advancement into partnership evidences the personal development that BBH enables.”

JSK has advised the Tescan Orsay Holding on the sale of a majority stake in the company to Carlyle. White & Case reportedly advised Carlyle.

According to JSK, Czech Republic-based Tescan “enables nanoscale investigation and analysis within the geosciences, materials science, life sciences, and semiconductor industries. The company has a 30-year history of developing innovative electron microscopy, micro-computed tomography, and related software solutions for customers in research and industry worldwide.” Tescan is headquartered in Brno and employs more than 750 people in 14 sites around the world.

Carlyle is an investment firm that deploys private capital across three business segments: global private equity, global credit, and global investment solutions. It has USD 369 billion of assets under management as of September 30, 2022.

JSK’s team included Partner Tomas Dolezil, Senior Associates Klara Smidova, Patrik Mueller, and Lucia Regecova, and Junior Associates Marek Pume and Jan Koprnicky.

Editor’s Note: After this article was published, Clifford Chance announced it had advised a club of banks coordinated by Komercni Banka and Ceskoslovenska Obchodni Banka and including Citibank Europe, Ceska Sporitelna, and UniCredit Bank Czech Republic and Slovakia on financing the acquisition. The firm’s team included Prague-based Partner Milos Felgr, Senior Associate Dominik Vojta, and Junior Lawyer Tomas Kubala as well as London-based Partner Jim MacHale.

BBH has advised the CEZ Energy Group on its acquisition of the Skoda JS nuclear servicing and engineering company along with its subsidiary Middle Estates.

Skoda JS is a Czech engineering and manufacturing company with experience in the construction and servicing of nuclear power plants.

The CEZ Group operates in the Czech Republic, as well as Western, Central, and South-Eastern Europe. The company specializes in electricity and heat generation, distribution, trading, and sale, as well as the trading and sale of natural gas. 

“With the purchase, CEZ solved the problem of its major supplier, which several years ago became part of the Russian engineering group OMZ, controlled by Gazprombank,” a company press statement read. “This put the company at risk of sanctions, which had a potential impact on securing key supplies for the CEZ Group’s nuclear power plants.”

According to BBH, the transaction was completed in two stages – the first occurring in June 2022 when the shareholdings in Skoda JS and Middle Estates were temporality acquired by Wood & Company as an independent broker – and the second occurring at the end of November 2022, when the shareholdings in Skoda JS and Middle Estates were finally acquired by CEZ, after obtaining antitrust approval in four jurisdictions.

“Skoda JS is our key supplier and by gaining control of this company we have significantly strengthened our energy security,” CEZ Nuclear Power Division Director Bohdan Zronek commented. “The antitrust proceedings were not easy, especially in view of the state of war in Ukraine. We are pleased that we have successfully completed the transaction.”

The BBH team was led by Partner Vladimir Uhde and Senior Associate Andrea Adamcova and included Senior Associates Adam Necas and Ondrej Stanek and Legal Trainees Dominik Liska and Tomas Ulip.

Editor’s Note: After this article was published, CEE Legal Matters learned that CMS advised Skoda JS. 

Kocian Solc Balastik has advised Aero Vodochody Aerospace on preparing the draft contractual documentation used in the sale of its L-39NG aircraft.

According to KSB, “the newly developed L-39NG subsonic jet aircraft builds on the success of the previous generation L-39C […] The aircraft will be used for basic, advanced, and basic combat training in accordance with NATO standards. Among the first customers will be the Czech Republic.”

KSB’s team included Partner Jiri Hornik and Lawyer Ota Mach.

KSB could not provide additional information on the deal.

Kocian Solc Balastik has advised J&T Arch Investments on its acquisition of a minority stake in the Moneta Money Bank from Petrus Advisers. Dechert reportedly advised the sellers.

“The fund already purchased 8.89% from Petrus Advisers in July,” KSB reported. “The second stage of the transaction and the acquisition of another 1.1% stake was completed on December 23, 2022. The fund has received approval from the Czech National Bank to acquire up to 19.99%.”

Moneta Money Bank is a Czech bank.

The J&T Arch Investments fund is the J&T Group’s investment platform.

Petrus Advisers is a London-based investment manager.

The KSB team was led by Partner Jan Lasak and included Partners Martin Krejci and Vlastimil Pihera and Lawyers Josef Kriz and Matus Kovacic.

Eversheds Sutherland Prague office Co-Managing Partner Borivoj Libal was appointed as the firm’s executive director and became its third shareholder on November 10, 2022.

“Together with the existing shareholders Bernhard Hager and Stanislav Dvorak, Borivoj Libal becomes […] shareholder with a one-third stake,” Eversheds Sutherland informed.

Libal, who specializes in corporate and M&A, joined Eversheds Sutherland’s Prague office as a Co-Managing Partner in 2022 (as reported by CEE Legal Matters on September 5, 2022) from Noerr, where he had also been a Co-Head of the Prague office since joining the firm in 2019 (as reported by CEE Legal Matters on March 6, 2019). Earlier, he was a Managing Partner with PwC Legal Czech Republic between 2015 and 2018. He also spent time with Havel, Holasek & Partners as a Counsel, between 2011 and 2015. Prior to that, he was a Lawyer with CMS, from 2009 to 2011, and with Norton Rose, from 2006 to 2008.

Consumer protection is strongly enshrined in the Czech legal system and will be strengthened or clarified even further. It will therefore be necessary for sellers to adjust their terms and conditions in this regard.

The long-awaited amendment to Act No. 634/1992 Coll., on Consumer Protection, and Act No. 89/2012 Coll., Civil Code, passed the legislative process and will enter into effect as of 6 January 2023.

The amendment is intended primarily to reflect EU directives in the Czech legal system with regard to better enforcement and modernisation of the consumer protection laws of EU Member States, EU directives on certain aspects of contracts for the provision of digital content and digital services, and EU directives on certain aspects of contracts for the sale of goods.

For the Czech consumer, these changes will have a significant impact on their protection in many areas.

Information obligations
Under the new regulation, the exercise of the right to withdraw from the contract will be made more precise. It is also newly established that unless the consumer and business agree otherwise, the goods must be delivered to the consumer no later than 30 days after the conclusion of the contract. The new regulation will also specify what information the business must provide to the consumer before concluding the contract.

Online environment
In the online environment, the new regulation will protect consumers from fake reviews and insufficiently transparent online purchases. Indeed, the consumer often does not know with whom they are entering into a contract and therefore to whom they can apply for special legal protection under the given consumer legislation, or whether they can exercise this protection at all, because the seller can be a natural person (for example, this can be the right to withdraw from a contract concluded via the internet within 14 days).

The changes also establish rules that aim to prevent consumers from being deceived when choosing goods online. For example, if a consumer enters a keyword, phrase or other search input, general information about the main parameters that determine the order in which the offers created based on their query is displayed to the consumer is considered essential information. Consumers also need to be informed about the relative weight (ratio) of these parameters in relation to other parameters.

The amendment will also protect consumers from prices being artificially raised in the run-up to discount events. With certain exceptions, the seller will have to inform the consumer about the lowest price at which the goods were sold during the last 30 days prior to the discount.

The consumer should also be able to obtain redress more easily if their rights were affected by an unfair practice. For these purposes, the bill establishes, for example, a 90-day period from the date of conclusion of the contract during which the consumer may withdraw from the contract if they have fallen victim to unfair business practices.

The amendment is also intended to establish the fairest possible environment for both consumers and businesses by clarifying the definitions not only of transactions where a price is paid, but also the offering and provision of digital content or digital services, which the consumer receives in exchange for their personal data and therefore does not pay for.

Defective performance
The bill also newly regulates the rights of consumers arising from defective performance, namely from contracts for the purchase of goods, and also in relation to the provision of digital content and digital services. In particular, the new regulation will allow the consumer to exercise their rights arising from defective performance for a non-conformity that has manifested itself within two years of the delivery of the goods. This means that the consumer has the right to claim a defect that manifests itself during this time. However, the consumer must prove that the defect became apparent within two years of the delivery of the goods, and therefore it is in their interest to make a claim without undue delay.

Powers of supervisory bodies
It is also proposed to extend the powers of supervisory bodies to areas where supervision has not yet been carried out. This is a check of whether the business complies with the prohibition of abusive terms in consumer contracts or whether it fulfils the information obligations under the Civil Code.

Conclusion
It is clear that the amendment to the Act on Consumer Protection will bring relatively significant changes to consumer protection and the setting of rules in the online environment, which will be reflected primarily in the information obligations of individual sellers. In this context, it will also be necessary for businesses to adjust their terms and conditions.

In our next article in the series, we will bring a Legal Insight on regulation of B2B (vertical) agreements in the online environment. The new EU-wide vertical block exemption transition period will expire in May 2023, which means there is less than five months left to update B2B agreements, if needed.

By Katerina Leheckova, and Eva Purgerova, Attorneys at law, Schoenherr