At the end of October 2007, the Constitutional Court denied a constitutional complaint against a decision by the Supreme Administrative Court and admitted that “malice in law” may be applied to tax issues.

The Chamber of Deputies of the Parliament of the Czech Republic recently adopted the Act on Stabilization of Public Budgets, which the Senate of the Parliament of the Czech Republic is expected to approve in September 2007. The Act applies to sickness, pension and health insurance in the Czech Republic as well.

On 16 October 2007, the Act No. 261/2007 Coll,  the Public Budget Stabilisation Act (the "Amendment") was published. This Act also amends the Income Tax Act ("ITA"). The most important changes, effective from 1 January 2008, are summarised below.

As set out in earlier issues of Tax News, the Act on stabilisation of public budgets has amended many provisions of law hitherto in force. Some of these changes are detailed below.

Clear provision will be made for the creation of reserves by successor companies following a corporate transformation. The successor company will continue to create reserves and make provisions/ adjustments as commenced by the company being split up on the conditions that would have applied to such company had the transformation not taken place, but only insofar as such creation of reserves pertains to the portion of business assets passing to the successor company.

The most significant change to be introduced by the amended VAT Act is the increase of the reduced 5% VAT rate to 9%. No transitory provisions have been proposed to restrict pre-supplying or payment of advances prior to the increase.

Kocián Šolc Balaštík advised Finnish company Cramo Plc on its acquisition of a 100% holding in Techniline spol. s r.o., the largest equipment rental services company in the Czech Republic, also operating in Slovakia.

On 1 January 2007 new EU Directive [1] ("Recast") governing the common system of value added tax in all Member States came into force. The Recast supersedes the Sixth Directive [2]. The Recast was issued to simplify the Sixth Directive which, owing to numerous amendments, had become difficult to follow, unsystematic and often incomprehensible.

Pursuant to amendments to Commission Regulation no. 2454/93 on implementation of the customs codex, as from 1 February 2007 the Czech Republic commenced operation of the Export Control System (ECS) (e-Export), intended to facilitate rapid electronic exchange of information between customs authorities in Member States on exports to third countries.

Kocián Šolc Balaštík assisted Hungarian gas company MOL Plc. with acquiring a 100% stake in I & C Energo from ČEZ. I&C Energo is engaged in providing system control and industrial IT control services.

European Commission Regulation no. 1998/2006 has increased the de minimis state aid threshold (a sum which, if exceeded, gives rise to the presumption that state aid can distort economic competition and is therefore incompatible with the common market).

The largest producer of mineral and spring water in the Czech Republic, Karlovarské minerální vody, a.s., has received after a long “fight” with the Antimonopoly Office of the Czech Republic (ÚOHS) a decision on approval of the merger with Poděbradka, a.s., the second largest producer operating in the same industry.

The amendments repeal the obligation to publish final accounts in electronic form in the Commercial Bulletin, since final statements are available in digital format in the documents registries of the Commercial Register.

The instruction sets out the Czech Finance Ministry's interpretation of some provisions of ITA. Although not binding on tax payers, the instruction is likely to be followed by tax authorities. The wording of instruction D-300 has been more closely specified and now reflects the comments of the Czech Chamber of Tax Advisors and other conclusions approved by the Co-ordination Committee of Czech Finance Ministry and Czech Chamber of Tax Advisors.

Heineken Group with KSB as its legal counsel completed the acquisition of Drinks Union in the Czech Republic on 1 July 2008. The transaction involved transfer of a majority stake in Drinks Union, and, indirectly, a stake in Pivovar Louny, to Královský pivovar Krušovice a.s., a Heineken Group’s flagship in the Czech Republic.

Kocián Šolc Balaštík, as long-term legal counsel to the Heineken Group, assisted the global brewery group with a squeeze-out in STAROBRNO, a.s., a member of the Heineken Group. It was the first squeeze-out to be carried out under the newly applicable legislation effective since 1 April 2008, which no longer requires consent from the Czech National Bank to squeeze-outs carried out by companies that do not issue listed participation securities.

Kocián Šolc Balaštík, as long term legal counsel to New World Resources, assisted NWR Group member OKD, a.s. with restructuring that involved spin-off via combining a merger and foundation of new companies.

Petr Kasík and Vlastimil Pihera contributed a chapter dealing with the transposition of the Prospectus Directive into Czech law to Prospectus for the Public Offering of Securities in Europe, Volume I. The title was published by Cambridge University Press as a part of the “Law Practitioner Series” and contains a summary of the provisions of Directive No. 2003/71/EC on the prospectus and on the transposition thereof in fifteen EU Member States. The title was authored by lawyers from major European law firms. More information

Kocián Šolc Balaštík (KSB) held a workshop on 24 June 2008 to provide its clients with a summary of personal data protection issues. The lecturers were KSB personal data protection specialists, Martin Kubík, Petra Mirovská and Drahomír Tomašuk.

Václav Pátek, a Kocián Šolc Balaštík tax specialist, writes an article in Euro on VAT deductions relating to fraudulent conduct. To download the article click here.

Kocián Šolc Balaštík assisted NWR Group member OKD, OKK, a.s. in another stage of restructuring in which OKD, OKK’s parent company ceased to exist by merging with its subsidiary OKD, OKK, a.s. KSB’s assistance was provided as part of its long-term legal assistance to the NWR Group (New World Resources).

Kocián Šolc Balaštík assisted Skanska CZ in the Skanska Group’s restructuring in the Czech and Slovak Republics. The restructuring resulted in a new holding structure under the umbrella of the newly incorporated Skanska CS and spin-off of part of Skanska CZ’s operations via spin-off by merger into three existing surviving companies.

Kocián Šolc Balaštík assisted Teplárny Brno during the transformation involving concentration of its business with the business of Tepelné zásobování Brno. The transformation took the form of a division by merger in which Tepelné zásobování Brno ceased to exist and its operations passed over to its indirectly controlled affiliate, Teplárny Brno.

On 11 March 2008, the Constitutional Court issued a long awaited decision on constitutional complaints challenging the new Labour Code shortly after having been adopted. Award File No. Pl. ÚS 83/06 applies even to the concept of the Code.

Amendment to Act No. 120/2001 Coll., on court-appointed distrainers and distraining activities (the Code of Distraint Procedure), as amended, effective from 1 January 2008, was published under Act No. 347/2007 Coll. The major goal of the amendment is to make supervision over distrainers more efficient and, as a result thereof, improve their activities; However, at the same time, the amendment again worsens the position of creditors in connection with the payment of distraint costs.

Act No. 36/2008 Coll. amended several laws applicable to consumer protection, advertising and competition, effective 12 February 2008, to increase protection of consumers against unfair business practice and, at the same time, improve competition culture; the amendment implements Directive 2005/29/EC concerning unfair business-to-consumer commercial practices in the internal market. The following legislation is primarily involved:

The long awaited legislative, technical and corrective amendment to Act No. 262/2006 Coll., the Labour Code, as amended (hereinafter the “Labour Code”), was disclosed under Act No. 362/2007 Coll. effective 1 January 2008.

Act No. 261/2007 Coll. on the Public Budget Stabilization (hereinafter the “APBS”), applies, among other things, to labour legislation. The changes took effect on 1 January 2008.

Act No. 104/2008 Coll., concerning takeover bids and amending some other Acts (the Takeover Bid Act) took effect on 1 April 2008. The Act applies to bids aimed at issues of gaining control over listed companies, which were originally regulated by the Commercial Code. Following this conceptual step, the Commercial Code shall apply to public bids for purchase of shares in primarily unlisted companies but also to listed companies if there is no intention of gaining control over the target company.

Kocián Šolc Balaštík (KSB) law office represented Královský pivovar Krušovice a.s., a member of the multinational Heineken Brewery Group, before the Czech Anti-trust Office in an application for acquisition of the major beverage group Drinks Union, a.s. The Office granted unconditional approval for the merger on 28 April 2008.

Kocián Šolc Balaštík (KSB) law firm participated in providing comments to the so-called great amendment to Act No. 185/2001 Coll., the Waste Act, introduced by the Ministry of the Environment at the end of February 2008.

Prague, 12 May 2008 – Kocián Šolc Balaštík (KSB) has won the first ever Chambers Europe Awards for Excellence. At the ceremony in Barcelona on Thursday 8 May 2008, KSB was delighted to receive the award for National Law Firm of the Year 2008, Czech Republic. The award confirms that KSB is a leading Czech law firm, having already been named Law Firm of the Year, Czech Republic 2006 and 2007 by Who\'s Who Legal.

Václav Rovenský and Tomáš Sequens have recently authored the chapter on the Czech Republic for Getting the Deal Through – Gas Regulation 2008 edition, published by Law Business Research, London. The Czech chapter provides a clear and concise guide to the law governing the Czech gas market as well as many related business aspects. Available for download here.

Pavel Dejl and Radka Felgrová have recently authored the Czech chapter in The International Comparative Legal Guide to: Litigation & Dispute Resolution 2008, providing a clear guide to the basic law on dispute resolution in court and arbitration proceedings in the Czech Republic, the organisation of Czech courts and litigation under Czech law. Other points covered include assets available to the parties, instruments used by the court to direct the proceedings, types of court orders and the effects of court decisions. Arbitration is covered in a separate chapter. The Guide is published by the Global Legal Group. To view/download click here

Kocián Šolc Balaštík (KSB) acted for Heineken during the acquisition of Drinks Union, a.s., the Czech beverages group and owner of several Bohemian breweries (Krásné Březno, Velké Březno, Louny, Kutná Hora), whose portfolio includes the Zlatopramen brand.

KSB is one of the first to take part in Green Firm, a project organised by REMA Systém, a.s., a company duly licensed to manage electrical waste in the Czech Republic.

This article (published by C.H. Beck) by Václav Pátek (of KSB) provides a detailed legal analysis of VAT issues with a wider application than the narrowly defined specialise in the title suggests. Pátek examines selected aspects of financial and insurance services (in the current business climate no longer the sole province of banks and insurance companies) to compare Czech and EU VAT laws and to investigate whether Community law has been given full and proper effect with reference to selected services. Pátek's contribution will assist tax consultants, advocates and all of those working in the sector of tax administration, as well as all those seeking answers to VAT application issues in the seemingly narrow sector of financial and insurance services. In particular, some of the general principles identified will be applicable in areas additional to those indicated in the title. For further information click here

Pavel Dejl, Pavel Nosek and Ivo Šimeček have recently completed the chapter on the Czech Republic in A Practical Guide to National Competition Rules Across Europe – second edition, published by Kluwer Law International as part of their International Competition Law Series. True to its title, the publication is a comprehensive guide to competition law in the EU, Norway and Switzerland. As well taking an overall look at Czech competition law, the Czech chapter deals with related aspects of Community law and regulated markets legislation, cartel agreements, abuse of dominant position, competition law enforcement, powers of the Czech Antitrust Office and the law on concentration of undertakings, with illustrative recent judicial decisions. To download this chapter, click here

Pavel Nosek and Ivo Šimeček have recently written an article for The International Comparative Legal Guide to: Cartels & Leniency 2008, published by Global Legal Group, examining newly enacted provisions on regulation of cartels and the leniency program in the Czech Republic and briefly commenting on basic Czech competition law and the powers of the Czech Antitrust Office. The article also sets out basic information on proceedings before the Office, including reviews of its decisions and appeals. The article is available here

Martin Šolc, partner of Kocián Šolc Balaštík (KSB), has been elected Lawyer of the Year 2007, Commercial Law. His success means that KSB has won the award in three consecutive years - Jiří Balaštík was Lawyer of the Year 2005 (Property) and Professor Dědič was Lawyer of the Year 2006 (Commercial).

Kocián Šolc Balaštík (KSB) provided PPF Group N.V. with legal services in Czech and EU law in regard to establishment of European Company HC SE. The procedure involved merger of Home Credit Grand Holding a.s. and HC Holding a.s. into Dutch entity HCES N.V. which changed its legal form into HC SE as a result of the merger. The transaction included resolution of employee involvement issues in the merging companies and subsidiaries in the Czech Republic, Netherlands and Slovakia.

Law firm Kocián Šolc Balaštík has been appointed by Hochtief CZ, a.s. as legal advisor for its consortium in connection with preparation of the Public Private Partnership (PPP) project titled “Project for Central Military Hospital’s Staff Dormitory, Hotel and Parking Place”. The project consists of financing, building and operation of Prague Central Military Hospital’s staff dormitory, hotel, parking place and related structures. The investment value of the project amounts to CZK 1 billion.

Law firm Kocián Šolc Balaštík (KSB) extended its team in early January by attorney Jan Najman, whose practice is focused on the law of commercial companies, mergers and acquisitions and the law of commercial obligations.

Kocián Šolc Balaštík acted for RWE Transgas before the Brno Regional Office against the Chairman of the Office for the Protection of Economic Competition on an appeal against a ruling on abuse of dominant position.

VGP’s share issue today is the second IPO on the Prague Stock Exchange this year offered by VGP, an industrial developer specialising in construction and lease of sites for logistics and light manufacture. Kocián Šolc Balaštík has advised VGP almost right from the start of its business activities in the Czech Republic on many matters including contract leases, land acquisitions as well as corporate and employment law.

Pavel Dejl, Pavel Nosek and Ivo Šimeček have recently contributed a chapter on the Czech Republic for publication in Leniency Regimes (pub. European Lawyer Limited) reflecting changes applied as from 28 June 2007 by the Czech Office for the Protection of Economic Competition and based on the ECN Model Leniency Program and the existing European Commission Leniency Program. Under the new regime, the Office may use its discretion to reduce fines imposed on parties to secret horizontal cartel agreements if they work together with the Office to detect and disclose such arrangements. The contribution is a full update on the position under the former Leniency Program dating from 2001. Download the chapter here

Law firm Kocián Šolc Balaštík represented the Austrian company New Frontier Holding GmbH in purchase of sixty percent share in the Czech company Profinit, s.r.o., a provider of specialized IT solutions.

Law firm Kocián Šolc Balaštík assisted OKD in a further step toward its restructuring, consisting of spinning off part of OKD’s assets into a newly established company, as part of KSB’s continuing provision of consultancy to OKD and the RPG Group, to which OKD belongs. The spin-off took effect on 31 October 2007.

Law firm Kocián Šolc Balaštík organises the traditional Charity Concert for the Good Will Committee – Olga Havlová Foundation. This year is the concert’s thirteenth year, taking place on Sunday 25 November 2007, 7:00 p.m., at the concert hall of the Church of St. Simon and Jude in Prague Old Town.

Aleš Váňa is the latest member to join the team of attorneys at KSB’s Karlovy Vary branch. He joined the firm in November and is a specialist in civil and commercial law, litigation and real estate law. Aleš Váňa graduated from the Law Faculty of Charles University in Prague in 2003 and subsequently obtained experience and knowledge in advising regional entrepreneurial entities, first as a junior lawyer and then as an attorney in 2007.