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The Czech Office for the Protection of Competition (UOHS) has published a draft amendment to Act No. 143/2001 Coll., on the Protection of Competition (the "Competition Act"). The amendment introduces significant new powers across several areas: a new market intervention instrument, personal liability for managers, and a revised merger review regime with a call-in mechanism. The intended effective date is 1 January 2027, though this timeline appears ambitious given the scope of the changes.
Businesses operating in the Czech market – particularly those in concentrated sectors, those active in M&A and those that may hold a dominant position – should carefully monitor the legislative process.
The following key areas are addressed in this article:
1 Higher notification thresholds – fewer mandatory filings
The current thresholds are more than 20 years old. The UOHS estimates the increase could reduce the number of notified cases by approximately 30 %, based on data from 2014–2023, with most of the reduction occurring in simplified-procedure cases.
The draft raises the combined local turnover threshold from CZK 1.5bln to CZK 2.5bln (approx. EUR 100m) and the individual local turnover threshold for at least two parties from CZK 250m to CZK 350m (approx. EUR 14m). The second set of thresholds is increased accordingly.
For joint ventures, the draft aligns with the EU approach: a JV will trigger a mandatory notification only where the JV itself or both of its parents generate local Czech turnover. International groups with Czech operations on only one side of a JV will no longer face a mandatory filing obligation.
Key point: Many routine transactions – particularly smaller acquisitions and certain JVs – will fall outside the mandatory filing obligation, reducing regulatory burden and friction in deal timelines.
2 New "call-in" power – post-closing risk for sub-threshold deals
This is perhaps the most significant new element in the merger control chapter and one warranting particular business attention.
Under the proposed amendment, the UOHS may call in a transaction for notification even where it does not meet the standard thresholds, provided the combined Czech turnover of all parties exceeds CZK 2.5bln. The UOHS must exercise the call-in within six months of closing and must give the parties at least 30 days to file. Crucially, there is no minimum revenue threshold for the target – the acquired company may generate zero Czech revenues and the UOHS may still intervene.
Key points: The call-in creates a six-month post-closing risk window for sub-threshold deals. This is particularly relevant for acquisitions of start-ups, early-stage companies or businesses with no Czech presence – precisely the types of transactions that traditional turnover-based thresholds are designed to exclude. "Killer acquisitions" are specifically flagged as the type of deal the call-in is designed to capture. Deal planning in technology, digital and healthcare M&A should account for this risk.
Critically, if UOHS calls in a transaction that has not yet been fully implemented, the parties must halt further implementation until a clearance decision becomes final – effectively imposing a standstill obligation after closing.
A voluntary notification option is proposed for deals that could be called in, allowing parties to proactively seek legal certainty. The simplified procedure is not available for call-in filings.
As a transitional matter, the call-in mechanism will not apply to mergers that were completed before the effective date of the amendment.
This is the most structurally novel element of the entire amendment and signals a paradigm shift in Czech competition enforcement.
The draft introduces a new instrument allowing the UOHS to intervene where competition fails in the long term due to market evolution or structure, without requiring proof of cartel conduct or abuse of dominance. The tool is based on market investigations.
1 Market monitoring
A new provision allows the UOHS to conduct non-public "market monitoring" to check whether market conditions indicate a distortion or failure of competition. This is a preliminary, non-binding intelligence-gathering tool.
2 Market investigations
Where the UOHS suspects a long-term failure of effective competition, it may launch a formal market investigation. The initiation must be published and the investigation completed within a maximum of one year. "Long-term" is defined as continuous for at least three years or recurring and unlikely to cease within two years.
After completing a market investigation, the UOHS publishes a report (which may include recommendations to the government or other authorities) and, where long-term competition failure is found, may impose remedies.
After completing a market investigation, the UOHS publishes a report (which may include recommendations to the government or other authorities) and, where long-term competition failure is found, may impose generally applicable measures for a period of up to three years.
3 Remedies – behavioural and structural
The UOHS may impose a broad catalogue of non-structural (behavioural) measures, including:
Where behavioural measures are insufficient, the UOHS may – as an exceptional measure – impose structural remedies by decision, including the divestiture of a business or part of a business. No finding of a competition law infringement is required.
Measures of a general nature are limited to three years but may be extended. Market participants may offer commitments, which the UOHS may accept subject to conditions.
Key point: Structural remedies, including forced divestitures, may be imposed without any finding of a competition law infringement, on the basis of market structure alone. Businesses in concentrated, digital, pharmaceutical, energy or financial markets can face binding market-wide measures and potentially divestitures. This is the highest-priority area for businesses to monitor.
The stated policy aim is to increase deterrence by enabling administrative punishment of individuals who conclude or facilitate hard-core horizontal agreements.
Individual liability is limited to "by-object" horizontal agreements (price-fixing, market-sharing, bid-rigging and similar hard-core restrictions). The attempt to conclude such an agreement is also punishable. The UOHS may investigate and sanction individuals in parallel with the investigation of the undertaking.
Fines of up to CZK 10m and an activity ban (disqualification) of up to five years may be imposed on the individual personally.
Key points: For the first time in Czech competition law, individual managers face direct personal administrative sanctions for participating in horizontal cartels. Personal liability attaches to the individual's own conduct, irrespective of whether they acted on behalf of or under instruction from the undertaking. Senior management and executives involved in commercial negotiations, trade association activities and procurement processes face direct personal exposure. Compliance programmes will need to be updated to reflect this risk.
Where the undertaking files a leniency application in time and individuals actively cooperate, current and former managers and employees benefit from protection against individual sanctions.
The draft significantly modernises and broadens the UOHS's investigation toolkit in three key respects.
1 Off-site continuation of inspections
The UOHS may complete its review of copied electronic materials at its own premises, with appropriate sealing and technical safeguards, and with the right of the undertaking's representatives to attend. Off-site continuation is set to become the standard mode of operation. Businesses should treat any dawn raid as potentially resulting in an extended, UOHS-controlled review of their electronic records well beyond the day(s) of the on-site inspection itself.
2 Remote inspections
Dawn-raid powers are extended to cover records accessible via devices enabling remote access, and employee cooperation during the inspection is required. With the undertaking's consent, the UOHS may also conduct a fully remote inspection – though this will, of course, eliminate the element of surprise.
3 Legal professional privilege
An explicit procedure is introduced for legal professional privilege (LPP) disputes. Where LPP is claimed and doubts remain, sealed duplicate copies of the disputed documents are created. The undertaking then has two months to bring a court action. If no action is brought, the UOHS may open the copies and add them to the file. If the court upholds the privilege claim, the documents must be returned.
Key points: Off-site continuation of inspections is set to become standard practice and businesses should plan accordingly. The LPP challenge mechanism imposes a strict two-month deadline to bring a court action; failure to act entitles the UOHS to open sealed copies without further recourse. Businesses should review their document management, IT architecture and LPP procedures in advance.
This Legal Insight is based on the draft amendment and accompanying explanatory materials currently available. As the legislative process progresses, further changes to the text should be anticipated.
Jan
Kupčík
Counsel
czech republic