Category: Czech Republic

Havel & Partners has advised the Heluz family business on the acquisition of insulating glass manufacturer Izos. KPMG Legal reportedly advised the seller, Petr Aschenbrenner.

The transaction is still pending regulatory approval. Financial details were not disclosed.

According to Havel & Partners, Heluz is one of the largest manufacturers of masonry systems in the Czech Republic. The company supplies building systems to Czech and Slovak markets, as well as to Germany, Austria, Poland, and Hungary. Founded in 1992, Izos supplies glass for quality plastic, wooden, and aluminum windows and is currently expanding its production to include facade panels. 

Havel & Partners’ team included Partner Jan Koval, Senior Associate Silvie Kiraly, and Junior Associate Michal Vik.

Editor’s note: After this article was published, KPMG Legal contacted CEE Legal Matters to confirm its involvement. The firm’s team included Associate Director Jan Frey, Lawyer Petr Janicek, and Junior Lawyer Tomas Pitra.

Once the amendment to the Czech Consumer Protection Act becomes effective, consumer protection rules shall have to start being reflected in the digital world. If the amending legislation is passed in its current draft form, consumer protection rules shall also apply to the offering and provision of digital content and services, even if the consumers “pays” for them with their personal data. Violations of the new obligations shall be punishable by a fine of up to CZK 50.000.000 or 4% of the trader’s annual turnover. The amendment implements the requirements set by EU law.

Other new provisions address the misleading presentation of products in the online space. When searching for specific aspects (such as product type and features), it shall not be possible to display advertised products or services first. Such can only appear if they are clearly identified as a paid search result. As a result, if you search for a red table, for example, if the trader has paid for it to appear on the first page of the search results, the result will have to be marked as an advertisement.

In general, it should become standard to share with the consumer the parameters on the basis of which their search results were ranked, including the importance of such parameters. This regulation is aimed at typical scenarios in which the trader has paid the provider of the online search functionality for a top ranking of a product within the search results, even though the product or service does not meet the specified conditions. Not only a direct financial transaction is considered payment in this case, but any other financial benefit, such as a larger commission on the transaction, is considered payment as well.

Another new feature is the regulation of the use of misleading reviews. The trader will have to ensure that the reviews come from customers who have actually purchased the product or service. Similarly, the new regulation also addresses price reductions. Information regarding price reductions must include the lowest price of the product in the thirty days prior to the application of the price reduction.

If a consumer’s right is violated or even threatened by an unfair commercial practice, the consumer shall have access to compensation for damage. An unfair commercial practice may be, for example, conduct containing materially incorrect or false information without which the consumer would not have purchased the goods or services in question.

The amended regulation shall also regulate much more strictly what clauses are prohibited in consumer contracts and shall provide a specific list of such prohibited clauses in its annex. For example, clauses that impose disproportionate penalties for breach of obligations, allow the trader to withdraw from the contract without reason even though the consumer is not allowed to do the same, or allow the trader to determine when performance is in accordance with the contract, shall be prohibited.

European legislation requires that sufficiently dissuasive penalties be imposed for breaches of the obligations imposed by this regulation. The fine for a breach could be up to 4% of the trader’s annual turnover or up to CZK 50.000.000 if the turnover cannot be determined.

The newly transposed European regulations reflect the desire to improve the position of consumers in the online world, as the level of consumer protection in the online environment should be the same as the level of consumer protection in reality. The government’s proposal to amend the consumer protection rules is currently awaiting its first reading in the Chamber of Deputies. Although the approval of the proposal by the end of the parliamentary term (by October 2021) is uncertain, it is a matter of transposing European legislation and for this reason the changes will be adopted sooner or later in a similar wording.

By Miroslav Dubovsky, Partner, Jan Metelka, Associate, DLA Piper

Kocian Solc Balastik has advised Solitea on its acquisition of Mainstream Technologies and its parent company Powerstream. Oswaldova & Partners Advokatni Kancelar reportedly advised the seller.

Mainstream Technologies is a provider of communication and collaboration consulting, cybersecurity consulting, digital transformation assistance, and hybrid cloud infrastructure implementation services. According to KSB, Powerstream is “one of the most important partners of the global technology company Microsoft.”

Solitea is a Czech software developer that provides invoicing, bookkeeping, data analytics, and other services to small, medium, and large companies. According to KSB, the company employs more than 1,000 people in seven countries and serves over 260,000 customers in 15 countries in Europe.

Recently, KSB also advised Solitea on its acquisition of digital platforms developer D3Soft (as reported by CEE Legal Matters on March 22, 2021).

KSB’s team included Partner Drahomir Tomasuk and Lawyer Jan Beres.

Oswaldova & Partners Advokatni Kancelar’s team was reportedly led by Petr Jahelka.

Editor’s note: After this article was published, Oswaldova & Partners confirmed its involvement for CEE Legal Matters. The firm’s team also included Lawyers David Zavadil and Jan Novotny.

The COVID-19 pandemic has accelerated the digital evolution of clinical trials. Introducing new technologies and ways of working with clinical data, improving clinical data access, review, and monitoring processes, and making better use of the data for further scientific research are trends that are here to stay. Side by side with these developments come legal questions about personal data protection. The aim of this article is to shed light on the core legal issue in data processing within clinical trials: its legal basis.

Clinical trials involve the processing of an extensive amount of personal data, including health data and other special categories of personal data regulated under EU General Data Protection Regulation no. 2016/679. The particularity of this processing activity deserves special attention by controllers and their data protection officers. The appropriate legal basis for processing trial participants’ personal data and determining whether explicit consent is necessary under the GDPR has been a hot topic of debate. But Opinion no. 3/2019 of the European Data Protection Board confirms that explicit consent is merely one of the possible legal grounds for processing personal data in clinical trials, and that several others may be appropriate, in specific situations, and should be considered by the controllers. The Czech Data Protection Authority has expressed a similar view, stating that informed consent to participate in a clinical trial should not be confused with the explicit consent required by the GDPR. In addition, guidelines issued by the Czech Institute for Drug Control recommend that the written request for informed consent regarding participation in a clinical trial and the privacy notice (or written request for consent to data processing, if applicable) required by the GDPR be provided to trial participants as two separate documents.

According to the EDPB’s Opinion, the legal grounds for processing should be determined on a case-by-case basis, taking into consideration the purpose for which the data will be processed in the course of a clinical trial. Therefore, the appropriate legal basis should be determined separately for processing operations that relate to protecting the patient’s health and safety, on one hand, and processing performed purely for research, on the other. Alternative legal bases for research-processing activities may be the legitimate interests of the trial sponsor or a task carried out in the public interest, and health data may be processed based on public interest in the area of public health or scientific research purposes. Processing activities related to protection of patient health and safety may be based on the legal obligations of the trial sponsor, while processing of health data may be based on public interest in the area of public health.

Controllers should also separately assess the appropriate legal basis for a secondary use of personal data collected in the course of clinical trials for scientific research purposes, as it may differ from the primary use. In this context, it is worth mentioning that Czech law on data processing provides certain derogations from the GDPR and additional safeguards for the processing of data for scientific research purposes. In particular, Czech law imposes additional obligations on controllers performing scientific research, including the obligation to appoint a data protection officer and adopt specific technical and organizational measures.

The position of the EDPB related to the personal data processing for scientific research purposes was further clarified in the context of the COVID-19 outbreak. The EDPB adopted Guidelines no. 03/2020, which reiterated that explicit consent may be an appropriate legal basis, but depending on the context of the processing, other alternative legal bases should be considered as well. When consent is relied upon, it must be freely given, active, specific, informed, and unambiguous. Controllers should also take into account that data subjects have the right to withdraw their consent. Upon withdrawal of consent, controllers may have to delete the personal data concerned, unless further retention is justified on other lawful bases.

To conclude, controllers should take the time to properly identify the data processing purposes of clinical trials, and carefully assess the applicable legal basis for each processing activity. Explicit consent may be the first one that comes in mind, but other alternatives may be more appropriate, depending on the specific context.

By Monika Maskova, Partner, and Ivana Rosenzweigova, Attorney, PRK Partners

This Article was originally published in Issue 8.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

CMS has advised Patria on the acquisition of two retail parks from Czech development group KPD. Jicha & Holman represented KPD on the deal.

The two assets are the Ovcary Retail Park in Kolin, with a retail area of 8,950 square meters, and the Mohelnice Retail Park, with an area of approximately 2,750 square meters.

CMS’s team included Partner Lukas Hejduk, Senior Associate Petr Koral, and Associates Kristyna Zmatlikova, Sarka Smolkova, and Lukas Reichmann.

Jicha & Holman’s team included Partners Robert Holman and Pavel Jicha and Senior Lawyers Venuse Koleckova and Karel Solin.

Dentons has advised Draslovka on the acquisition of the sodium cyanide business from South African petrochemicals company Sasol. Bowmans advised Sasol on the deal.

The value of the deal is over USD 95 million and the transaction is expected to close in the first half of 2022, pending regulatory approval.

Draslovka is a Czech-based privately owned holding company, dealing in specialty chemicals and proprietary manufacturing technologies. According to Dentons, Draslovka has been present in South Africa for nearly a decade through its Draslovka Services South Africa Draslovka Services South Africa, formerly known as Agri-Soil.

According to Dentons, “the acquisition from Sasol represents a major investment on the African continent and is part of Draslovka’s international expansion plan. Draslovka also plans to invest additional USD 50 million into modernizing the factory, to enable it to manufacture products that currently have to be imported into South Africa. The funds will also be used to ensure the factory meets the highest international environmental standards.”

Dentons’ team included Prague-based Partners Petr Zakoucky and Jiri Tomola, Senior Associates Ivo Hartmann, Lucie Kubinyiova, and Adam Prerovsky, Associates Michal Pelikan, Barbora Obracajova, Junior Associates Justina Bodlakova, Jan Tyls, and Anna Urbanova, and Honorary Member Petr Kotab, with a further team in Johannesburg.

Bowmans’ team included Partners Charles Douglas, Samantha Saffy, Claire Tucker, and Maryanne Angumuthoo.

JSK has advised Cresco&Finance a.s. on the sale of Krnovska Skrobarna spol. s r.o. and Krnovsky Lihovar spol. s r.o. to Reticulum Holding. Solo practitioner Marek Prchlik reportedly advised the buyer.

According to JSK, Krnov-based Cresco&Finance focuses on investment and acquisition projects in the areas of construction, real estate, and agricultural and food production. Krnovska Skrobarna is a Czech company dealing with the complete processing of wheat. It consists of three separate divisions: a starch factory, a mill, and a silo. Krnovsky Lihovar is an interconnected refined alcohol distillery.

The JSK team was led by Partner and Head of M&A Tomas Dolezil and included Senior Associate Helena Hailichova and Junior Lawyer Jan Koprnicky.

BPV Braun Partners has advised Mint Rezidencni Fond Sicav on the acquisition of the first stage of the Vysocansky Mlyn project in Prague from Metrostav Development. BNT Attorneys-at-Law advised Metrostav Development on the deal.

According to BPV, “Mint Rezidencni Fond Sicav invests in residential properties intended for long-term rental with the aim of long-term appreciation of the investors’ funds at 4-5 % per annum while minimizing investment risks. Metrostav Development is preparing the construction of up to 600 flats in the bakery complex in three stages, supplemented by commercial functions. The remaining 400 flats will be for sale.” The firm further informed that “the project is located on the site of the former Odkolek Bakery in Prague’s Vysocany district and the first stage will include more than 200 rental apartments in four buildings. The first stage is expected to be completed by the end of 2023.”

BPV’s team included Partners Jiri Barta and Miroslav Dudek and Attorneys Jindra Pozniakova and Filip Balousek.

Havel & Partners has advised Masonite Czech Republic managers Pavel Satny, Lubomir Brousek, and David Krubner on their acquisition of 100% of shares in the Czech entity from Masonite International. Dentons advised the seller. 

The financial details of the deal were not disclosed. 

Masonite is a manufacturer of interior doors and frames, producing fibreboard products, particleboard, and other building products for residential and commercial customers.

The Havel & Partners team consisted of Partner Jan Koval and Managing Associate Silvie Kiraly.

The Dentons team consisted of Partner Jan Prochazka and Associates Vojtech Novak and Petr Muller.

Kocian Solc Balastik has advised Devereal on the sale of the Profimedia.CZ group to the Czech Press Office. KPMG Legal reportedly advised the Czech Press Office on the deal.

The acquisition includes the Czech-based parent company Profimedia and its subsidiaries in Hungary, Croatia, and Romania.

KSB’s team included Partner Drahomir Tomasuk and Attorney Josef Kriz.

Editor’s note: After this article was published KPMG confirmed its involvement in the deal. Its team included Associate Director Jan Frey, Advokat Petr Janicek, and Junior Lawyer Tomas Pitra.