HAVEL & PARTNERS has joined the unique international project Distribution Law Center led by the major Brussels law firm contrast. The aim is to create an international platform where relevant information and distribution relation rules for more than 26 jurisdictions, including news from the world of competition and contract law and analyses of important cases, will be fully available in one place. The Web Distribution Law Center is expected to start on 4 October 2021.
HAVEL & PARTNERS has experienced experts in the area of setting up and regulating distribution relations who have been dealing with this issue for a long time. Our involvement in the international Distribution Law Center project is therefore a logical outcome of our long-term focus on this area. HAVEL & PARTNERS was approached by the Belgian law firm contrast as the exclusive contributor for the Czech and Slovak Republics. Our firm is thus among the other major European law firms cooperating on the project.
“The project comes at the best possible time, as next year will see a major revision of the Block Exemption Regulation and the rules for assessing so-called vertical agreements. They will be liberalised in some places and tightened in others. The change will affect almost all distribution relations, which will need to be modified. It will be appropriate to modify most distribution agreements to ensure that their business potential is fulfilled within the limits of competition law,” said Robert Neruda, partner and competition law specialist at the firm.
Štěpán Štarha, partner of the firm, who deals with, among other things, contractual relations, added: “We are glad that our law firm has become part of an EU-wide network of experts with whose assistance we will be able to design and create multi-jurisdictional distribution systems that take into account even the most surprising aspects of foreign laws.” In addition to the two partners, senior associate Radek Riedl, associate Vladislav Bernard, and other HAVEL & PARTNERS experts in the Czech Republic and Slovakia are also involved in the project.
This international project is significant from both a competition law and a contractual perspective, and should be the gateway for any business that wants to distribute goods in the EU that wants to do so efficiently and in full compliance with competition rules.
As part of a significant transaction on the premium print media market, the HAVEL & PARTNERS law firm provided comprehensive legal advice to the Premium Media Group publisher when acquiring a new periodical, Art Antiques, which focuses on contemporary art, art history, design, artistic handcraft, antiques, and architecture.
A team of experts led by partner Václav Audes that was composed of senior associate Tomáš Navrátil, associate Josef Bouchal and junior associate Soňa Stará provided transaction advisory to and prepared the transactional documentation for Premium Media Group.
The Art Antiques magazine, which is published ten times annually, is to be included in the portfolio of premium print magazines of the Premium Media Group publisher alongside Estate, ARCHITECT+, Premium Golf, Premium Ski, Premium Brno, and Art of Living. The magazine is a good fit for the publisher’s portfolio, and the acquisition is another logical step in the further development of the Group.
“The cooperation of magazines like ARCHITECT+, Art of Living, which focuses on art and design, and Art Antiques for more expert audiences makes sense both in terms of content with partially overlapping topics and in relation to our business partners. We take it as an opportunity to merge the Art Antiques distribution with the model of direct distribution of our other magazines to clients with high demands, and we believe it will help the magazine and the whole publishing company advance,” said Štěpán Dlouhý, Premium Media Group’s CEO.
The first Art Antiques issue is to come out under the publisher in September 2021. In connection with the acquisition of the magazine, Premium Media Group purchased additional related publications such as yearbooks as well as the web portals artantiques.cz and artplus.cz.
According to an analysis prepared by the consulting firm Patria Corporate Finance, the value of the law firm HAVEL & PARTNERS, including the Slovak office and the training Academy, is almost CZK 2 billion. According to the analysis, the valuation of the entire group, including the collection agency Cash Collectors and other entities within the entire group, is almost CZK 2.3 billion. The valuation was commissioned by HAVEL & PARTNERS in connection with the firm’s 20th anniversary.
The valuation was made by the renowned consulting firm Patria Corporate Finance on the basis of income and comparative company valuation methods. As part of the analysis, it determined the total value of the HAVEL & PARTNERS Group at CZK 2,289 million as of 31 December 2020. This is more than double the value from 2014, when the valuation of the group was last made on the basis of the study.
“The valuation confirms our extremely strong position in the Central European legal market, as a value of over 2 billion is quite exceptional for a law firm operating in only two jurisdictions. The firm’s continuous economic growth since its foundation and its long-term economic stability are also a confirmation for our clients and business partners that they are working with a maximally trustworthy firm with minimal risk,” said managing partner Jaroslav Havel.
According to the analysis, the high value of the valuation is based on the fact that HAVEL & PARTNERS is the largest independent law firm in Central Europe and has been the most successful law firm in the Czech Republic and Slovakia for a long time in terms of ratings and awards. The firm’s long-standing, strong legal team with extensive know-how in almost all areas of law, broad portfolio of clients, unique business development and CRM system, and strategic financial management and marketing also contribute to the firm’s reputation and high value.
Regular valuation of the firm enables the firm’s management to gain an overview of the current value of the group, which contributes to optimal strategic decisions in managing the firm and financing its development. The long-term exceptional economic condition and successful management of the firm is also confirmed by the Bisnode AAA highest creditworthiness certificate, which HAVEL & PARTNERS received in 2020 in both the Czech Republic and Slovakia, confirming the reliability and creditworthiness of the firm and placing it among the most economically stable firms on the market.
Author: Robert Nešpůrek, Richard Otevřel
If you do business in any field that includes transfers of data (personal data included) to and from foreign countries, non-EU countries in particular – and today it hardly matters whether you work in the digital environment and process data on a day-to-day basis, or whether you run a machine engineering production and your global management works with the data of your customers and employees outside the EU or whether you use, for your local business, the support of software tools coming from Silicon Valley – then you must have asked yourself with the arrival of the GDPR three years ago what would happen to data transfers outside the GDPR zone.
Three years later, the European Commission has answered the question, having prepared a change to the existing set of eleven- and twenty-year old contractual templates known as Standard Contractual Clauses (“SCCs”).
The new SCCs were introduced by the European Commission in its decision of 4 June 2021 entering into force on 27 June 2021. The Commission prepared the new SCCs in accordance with the General Data Protection Regulation (the “GDPR”), aiming to reflect the judgment of the Court of Justice of the European Union in the Schrems II case and the subsequent recommendation of the EDPB concerning this judgment.
Within the meaning of Art. 46 of the GDPR, SCCs constitute a tool for creating appropriate safeguards for the protection of personal data when transferring it to third countries with a legal system that fails to ensure a sufficient level of personal data protection. Specifically, it is a template of a contract between the controller or the processor intending to transfer personal data to a third country outside the EU or the EEA (data exporter), and the recipient of personal data in that third country (data importer).
The new SCCs respond to technological and social progress as well to the necessity to ensure a sufficient level of personal data protection. The existing SCCs were adopted in 2001 and 2010, well before the GDPR entered into force. In practice, they had to be adapted to the business reality of the given cooperation (this included, for example, global companies’ holding structures), but posed a risk of no longer being considered SCCs due to the adjustments.
The Commission has prepared the new SCCs in compliance with the GDPR and with the objective to reflect the Schrems II judgment of the CJEU and the subsequent recommendation of the European Data Protection Board regarding this decision.
As a result, the most usual kinds of adaptations in use were “promoted” to a template, with its modular approach (see further below) allowing for a greater extent of permitted changes to the SCCs. Naturally, compared to the earlier situation, the SCCs now include additional duties introduced by the GDPR. At the same time, there is a clear statement that in the relationship between the controller and the processor, the SCCs fulfil the role of a data processing agreement under Art. 28 of the GDPR.
The new standard contractual provisions may be used since the date of entry of the decision into force on 27 June 2021.
However, the European Commission introduced two grace periods.
In our view, it is very risky to rely on this grace period, as processing operations rarely remain unchanged, and it might not be as useful to try to legally compare the safeguards under the old and new SCCs as to simply implement a new contract. After all, a number of supervisory authorities across the EU have already recommended that data exporters should implement the new SCCs as soon as possible rather than waiting until the end of the grace period next year.
The aim of the adopted decisions on SCCs is to provide companies with comprehensive contractual tools to ensure a European standard of personal data protection in line with the requirements contained in the GDPR even after the personal data are exported from the EU.
In contrast to the existing SCCs, which only applied to limited types of personal data transfers, the new SCCs introduce a modular principle reflecting the complexity of legal relationships and different circumstances of the transfers.
The new SCCs are of particular interest to companies for which the existing SCCs were not suitable due to their limitations, or for companies – controllers, processors or sub-processors alike – for which the transfer of personal data may be at risk due to the invalidation of the Privacy Shield.
You may have heard that compared to the existing practice, the new SCCs simplify the implementation of the clauses. In any case, it still is a complex document offering many options for the resulting solution.
In terms of legal certainty, the new SSCs introduce modules to be chosen by the data exporter, allowing for the same template to be adapted to a specific case of processing, i.e. whether it is a relationship between two controllers, two processors, or even between an EU-based processor and a non-EU controller. As part of the modules, specific options may be selected, such as the mode of engaging sub-processors. In addition to these modules, the SCCs contain parts that cannot be changed; otherwise, there is quite an obvious risk that the requirements of the GDPR will no longer be met.
The SCCs also contain provisions to be completed by the parties, such as categories of personal data to be transferred, technical and organisational measures, etc.
Regarded as a major impact of the Schrems II decision, the new SCCs require the parties to assess the compliance of the third country laws, the specific circumstances of the processing as well as all technical and organisational safeguards.
In other words, SCCs cannot be a mere formality. It must be actually verified that their provisions are enforceable, and that foreign law will not render them an ineffective document. Above all, the data exporter, as the one primarily responsible under the GDPR, must therefore carefully evaluate all the above-mentioned circumstances and implement the necessary measures (and ideally incorporate them into the SCCs, e.g. as part of technical and organisational measures) to ensure the compliance with the requirements of EU law (such as data encryption, pseudonymisation, etc.).
Further, the new SCCs introduce new obligations for data importers. These specifically include the importer’s extensive duty to inform the data exporter where a public authority requests the transferred data. In this respect, under the new SCCs, the third country importer must review the lawfulness of the third country public authorities’ requests for access to personal data, keep records of its actions in dealing with such requests, and, upon request, demonstrate its efforts made.
Under the new SCCs, the data importer must inform the data exporter without undue delay if it is unable to comply with these clauses for any reason, such as its own personal reasons or perhaps a change in the given country’s laws. Hence, if, for whatever reason, the importer is unable to ensure compliance with the clauses, the exporter must suspend the transfer of personal data. The exporter also has right to terminate the SCCs if there is no remedy within one month or the importer materially breaches the provisions of the SCCs.
Finally, it is to be welcomed that the SCCs expressly introduce the option to choose the applicable law of any EU Member State (the only requirement is that such law does not hinder data subjects to be also beneficiaries of these contractual clauses – as a primarily bilateral contractual relationship), and the option to choose a specific EU Member State court to decide a potential dispute.
This choice, however, also implies a practical problem of how to actually conclude the contractual clauses in order to ensure that they work properly under the chosen applicable law, binding both the importer and the exporter of personal data, or, if applicable, other parties that can use a “docking clause” to join the SCCs, which is a useful option for wide-spread global groups in particular.
There are less than 17 months left before everyone using the original SCCs today (or perhaps even still relying on the invalidated Privacy Shield) will have to have new modernised standard contractual clauses negotiated with their business partners.
Our team at HAVEL & PARTNERS will help you
In our office, far from just success, friendship also binds! David Neveselý and Robert Neruda are a great example of this; since the age of 14, when they started to sit together in the same desk at the Elgartova High School in Brno, they have been inseparable, passionate sportsmen and previously also completely unsuccessful amateur artists. Today, however, they are top lawyers and partners in HAVEL & PARTNERS.
Davča and Bobo, as their classmates called them and as they still address each other privately, met at high school in Brno. They were in the same class and sat together in a desk. “From the age of 14 we spent a lot of time together. I was the nerd who had trouble finding a girlfriend, and David was the class playboy. That’s how we were divided,” Robert Neruda recalls of that time.
They wanted to put their extroverted nature and eloquence to good use together in the theatre. And after regularly soaking up the atmosphere of Brno’s experimental cultural scene through subscriptions to Studio Marta, they embarked on their own more daring ventures. “We tried to rehearse The Little Prince as a theatre play together with other unfortunates. The whole thing ended on my inability to sing and David’s inability to utter any sentence with normal intonation,” laughs Robert. “Our attempt to break into the pop music with our own new wave band also ended in failure. I used to sing in a choir, but I didn’t have any instrument. And Robert used to go to folklore ensemble, but he has no musical ear at all.”
They found solace in another shared passion, sport. They went out together week after week to play football, and every second Sunday they cheered as Zbrojovka Brno rowdies, where they also experienced a memorable match with Slávia Praha, attended by an incredible 44,000 spectators. They cycled or skated for countless kilometres and to this day they regularly wear running shoes together and they are sure of their backs for shorter but also marathon distances. Together, Robert and David have run enough kilometres to travel from Brno to Cape Town and back.
But after years of intense experiences together in high school, the time came to decide where to go next. Although each headed to a different university, they both chose law. David in Prague and Robert remained loyal to Brno. But that didn’t stop them from meeting whenever they could, playing tarot and, in a pinch, studying together. “The highlight was preparing for the state exams together at Robert’s parents’ cottage. I was in charge of the daily preparation of the semolina porridge, Robert destroyed the weeds, and together we took care of poodle Peggy,” David describes a memory strikingly reminiscent of scenes from the Czech movie Summer with the Cowboy.
And as inseparable as Edmund Hillary and Tenzing, David and Robert were also on the road. Together, they’ve traversed mountains, plains and distant lands. “It’s hard to pick just one of our travel experiences together. But I must mention our trip to China. We were 24 years old, and it’s a story that stands out, especially the time we injured each other with pipes in a sleeping bus within two seconds, and how we ended up in a police station somewhere in Sichuan,” says Robert.
And although their professional paths went in different directions after their studies, they have been in the same boat again for 11 years – as colleagues at HAVEL & PARTNERS. David joined the firm in 2007 as an experienced member of the team specialising in private client services. At the time, Robert was Vice Chairman of the Czech Competition Authority. “I wanted to have Robert by my side again like I did at school. Therefore, I visited the authority more and more often under various pretexts and I also cunningly sent the founders of our firm, Robert Nešpůrek and Jaroslav Havel, to see Robert as our new potential hire. The intention was clear, to bring Robert back into my solar system,” says David with some exaggeration.
And the rope thrown from Prague worked. Robert joined the firm in 2010 as a key member of the competition law team. “Since Robert has been at HAVEL & PARTNERS, I am much calmer and also more motivated. He is my best friend and I am proud of all he has achieved,” David adds.
But both are successful. Today, both David and Robert lead top legal teams in their respective fields and are partners and associates in the largest and most successful Czech-Slovak law firm. Since the days when they shared the same bench, they have also been inseparable friends. “We are lucky to have each other and we have always been there for each other for 30 years. I’m looking forward to all the other experiences we’ll have together, like regular gentlemen’s rides with our kids. And we are planning a bike ride from Vienna to Prague in September,” Robert adds of his lifelong friend.
HAVEL & PARTNERS represented PriceHubble, a Swiss start-up company, in the acquisition of 100% of the shares in the Czech start-up Realtify. Having bought the Czech company, which focuses on data analytics for residential real estate development, the fast-growing Swiss PropTech enters the Czech and Slovak markets and completes its fourth acquisition as part of its international expansion.
The specialised team of HAVEL & PARTNERS provided PriceHubble with comprehensive M&A consulting services during the transaction, including due diligence, which were provided by partner Václav Audes and senior associate Tomáš Navrátil together with managing associate Vojtěch Katzer, associate Klára Šléglová and associate Josef Bouchal. The tax aspects of the transaction were dealt with by tax specialist Martin Bureš.
The fast-growing start-up, founded in Switzerland in 2016, is a B2B-PropTech company that builds innovative data-driven digital solutions for the entire residential real estate and finance value chain. The firm currently employs over 100 specialists and following the acquisition of the Czech company, is now active in nine countries in Europe and Asia.
“PriceHubble is one of the fastest growing PropTech companies in Europe and we are further strengthening our position with this transaction. There is a strong growth potential in Central and Eastern Europe and adding Realtify to the team enables us to accelerate our market expansion in the region,” says Julien Schillewaert, CEO of PriceHubble.
Realtify was founded in Prague in December 2019 and has rapidly built traction in the start-up market. The firm provides analytical and research tools for residential real estate professionals. Under PriceHubble, Realtify will operate as PriceHubble Czechia.
The professional M&A team at HAVEL & PARTNERS provided comprehensive legal advice to HELUZ, one of the largest family businesses in the Czech Republic, on the purchase of IZOS, an insulating glass manufacturer.
HAVEL & PARTNERS’ partner Jan Koval, senior associate Silvie Király and junior associate Michal Vik acted as legal advisors to the purchaser. They provided HELUZ with comprehensive legal M&A services, including due diligence.
HELUZ is one of the largest manufacturers of masonry systems in the Czech Republic. The company supplies building systems to the Czech and Slovak markets, as well as to Germany, Austria, Poland, and Hungary. With its cutting-edge products, HELUZ continues a family tradition that dates back to 1876. This was interrupted by the communist regime, but after the Velvet Revolution, the descendants of the founders acquired the company back, and have grown it successfully. Currently, it has manufacturing plants in Dolní Bukovsko, Hevlín and Libochovice. And it continues to expand its activities not only in the construction sector but also outside the sector.
IZOS was founded in 1992 and is currently the largest specialised manufacturer of insulating glass in the Czech Republic. It manufactures insulating glass in three manufacturing plants in Pilsen, Žatec and Sudoměřice and manufactures around 7,500 pieces of glass per day. It supplies glass for quality plastic, wooden and aluminium windows and is currently expanding its production to include facade panels.
The transaction is subject to approval by the Office for Protection of Competition. After approval by the Office, the company HELUZ IZOS will be established. The parties have decided not to disclose the value of the transaction.
Authors: Robert Nešpůrek, Petr Bratský
Source: FairWhistle Blog
Directive (EU) 2019/1937 of 23 October 2019, on the protection of persons who report breaches of Union law, requires Member States to implement the relevant legislation by 17 December 2021 at the latest. The Czech Republic’s Whistleblower Protection Bill has not yet been approved by the legislature and is expected to be passed into law around the beginning of 2022. Below is an overview of the fundamental rights and obligations arising from the Whistleblower Protection Bill, which, as currently proposed, the obliged persons should comply with by 31 March 2022.
The deadline for introducing the whistleblowing system is 31 March 2022 (3)
An employee, a member of an executive body or another corporate body, an intern, a volunteer, a trainee, a service provider, a job applicant, etc.
Potentially unlawful conduct that has the characteristics of an administrative infringement or a criminal offence or violates a legal regulation or violates a legal regulation of the European Union in selected areas, i.e.:
Reports knowingly false
(1) The number of employees may be subject to change depending on the outcome of the legislative process in the Parliament of the Czech Republic
(2) The population limit may be subject to change depending on the outcome of the legislative process in the Parliament of the Czech Republic
(3) The deadline may be subject to change depending on the legislative process in the Parliament of the Czech Republic
HAVEL & PARTNERS, the largest and most successful Czech-Slovak law firm, has followed up on last year’s economic results with its turnover for net legal services in the first half of 2021 increasing by 7.2% year-on-year. Particularly HAVEL & PARTNERS’ Bratislava office showed brisk growth
Last year, HAVEL & PARTNERS’ revenues in the Czech Republic grew by more than 6.5% year-on-year and the entire Group’s revenues exceeded CZK 1 billion again. In the first half of this year, revenues for net legal services in the Czech Republic and Slovakia amounted to CZK 414 million; the Group’s total revenues thus amounted to more than CZK 520 million. The Slovak office performed very well, with net legal services revenues growing by almost 16%. “The economic results of our law firm, with growth of over 7%, indicate that we have managed to maintain the positive trend of high growth from previous periods. Growth accelerated in the last two months of the first half of the year and we expect this trend to continue with the ongoing easing of restrictions adopted in the context of the coronavirus pandemic,” said Jaroslav Havel, the firm’s managing partner.
HAVEL & PARTNERS’ revenues have been growing continuously since the firm was founded in 2001. This is mainly due to the provision of legal services to leading Czech, Slovak and international companies, and Czech and Slovak entrepreneurs, including approximately one third of the richest Czechs and Slovaks. Mergers and acquisitions, legal and tax structuring of private assets, and real estate projects remain key advisory areas, and the advisory groups specialising in restructurings and insolvencies and in litigation and arbitration also continue to grow.
The international reputation of HAVEL & PARTNERS and related cooperation with foreign law firms, which increasingly involve the firm in large comprehensive international projects and cross-border transactions, also contributed to the excellent economic results.
Authors: Robert Nešpůrek, Petra Sochorová
Source: FairWhistle Blog
The proposed Whistleblower Protection Bill in the Czech Republic introduces strong whistleblower protection, particularly the protection of the whistleblower ’s identity and protection against retaliation.
If employers do not provide this protection to their whistleblowers, they risk heavy penalties from the supervisory authorities. However, an even greater risk is that a whistleblower who does not feel safe reporting within your organisation will prefer reporting to a public authority or even the media.
This risk is best managed by implementing a whistleblowing system that respects all statutory requirements to protect those who choose to make a report. By creating a system that is safe and trustworthy for whistleblowers, you increase the chances that the whistleblower will use it as their first choice and that you will be the first to know about potential problems in your organisation. Internal issues can be resolved faster, cheaper and, most importantly, without damaging your reputation or compromising your trade secrets.
The Bill protects whistleblowers as well as a number of other persons. Typically, a whistle-blower can be an employee, a self-employed person, a contractor or job applicant. Other protected persons include those who helped the whistleblower obtain the information, persons close to the whistleblower, their employees and colleagues, as well as legal entities in which the whistleblower has an interest or is a member of an elected body.
A whistleblower will only be protected if he/she makes a report on interests protected pursuant to the Bill (such as public procurement, consumer or environmental protection), as well as in other areas if the breach reaches the intensity of an administrative infraction or a criminal offence and if it is related to work or other similar activity. Personal problems of the whistleblower or career complaints will usually not qualify as protected whistleblowing report.
Whistleblowers are entitled to protection only if they have reasonable grounds to believe that the information reported is true. Again, false reports will not qualify for protection.
If the whistleblower is of the opinion that the report is necessary for the detection of unlawful conduct and that the interest in reporting prevails in the present case, the report will not be considered a breach of bank secret, trade secret, contractual confidentiality obligation or the duty of confidentiality under other legal regulations. In practice, this may include, for example, taking documents from a workplace or the taking of otherwise unauthorised photographs.
The confidentiality obligation is maintained for classified information and information the disclosure of which could apparently jeopardise, for example, pending criminal proceedings. Confidentiality is also preserved in the exercise of legal professions (notaries, public prosecutors, lawyers, judges or tax advisors).
The law requires the employers to appoint a responsible person, i.e. an “ombudsman” to receive and handle reports. The responsible person is the only person entitled to know the identity of the whistleblower and is obliged to protect it. Information about the identity of the whistleblower and other protected persons may only be disclosed by the responsible person to third persons subject to their written consent. This also applies to information about the identity of the persons named in the report.
This statutory requirement places high demands on the professional qualities of the responsible person as well as on the processes related to handling reports, such as report verification within the organisation, keeping records of the reports or conducting follow-up communication with the whistleblower.
The Bill obviously prohibits any retaliation against the whistleblower and other protected persons. Retaliation means, for example, termination of employment (termination of employment or non-renewal of fixed-term employment), reduction in wages, change in working hours or withholding of professional development, or any other act of the organisation that could cause harm to the whistleblower or any other protected person.
In this context, the law also makes changes to the Civil Procedure Code and shifts the burden of proof to organisations. In court proceedings, the injured whistleblower will only be required to prove that he or she was subjected to different treatment than another person in a comparable situation and claim that this was due to the whistleblowing. It will then be up to the employer to prove that the different treatment was objectively justified by another legitimate and factually relevant reason and that it constituted a reasonable and necessary means and not retaliation for the report.
Considering the above, we recommend strictly separating employment law processes from whistleblowing processes to prevent potential suspicions of retaliation.
The Bill introduces penalties for non-compliance with the rules for the protection of whistleblowers and other protected persons in the form of a fine of up to CZK 1,000,000 or 5% of the net turnover for the latest completed accounting period- the Bill also allows whistleblowers and other protected persons to claim compensation for non-pecuniary harm caused to them by the organisation.
HAVEL & PARTNERS won first place in the Services category in the 16th year of the Lemur – Czech Award for Public Relations 2021 competition. In another industry competition, Fénix content marketing, it won silver for the most efficient corporate content. The firm won both awards for its Comprehensive Information Service in the coronavirus era.
When the pandemic and related measures put people and companies in an unprecedented situation and they lacked information, HAVEL & PARTNERS, as the legal market leader in the Central European region, felt obliged to contribute its unique know-how and provide free advisory assistance to all businesses and citizens in interpreting the consequences of individual government measures. It therefore created a comprehensive information service relating to the legal and tax consequences of the measures in all key areas. “Despite the large increase in client work, a huge wave of solidarity rose in our firm. We produced useful content in many formats on a daily basis and got it out to a wide audience through a well-chosen communication mix. In this way, we proved that we can be a leader in the legal market even in times of crisis, which is useful not only to clients but to the entire society,” said the firm’s marketing director and partner Veronika Dvořáková.
This comprehensive marketing project has now also been recognized by the Lemur competition’s jury composed of professionals and experts in the field of public relations and marketing communication from prestigious agencies, companies, and government and non-profit organizations. “HAVEL & PARTNERS brought a very sophisticated and useful service, from a marketing and communication viewpoint, wrapped in very precisely defined and varied formats, which allowed the maximum number of people to get this information, but also aroused the interest of the media and brought the law firm even more publicity and support for the image,” commented Dita Stejskalová, a member of the Lemur competition’s jury and co-owner of the Ogilvy PR and marketing agency, on the firm’s victory in the Services category.
Lemur, the Czech award for public relations, has been regularly announced since 2006. This year’s awards were given to PR projects implemented in the period of 2020 to March 2021 that best followed the client’s business strategy, included creative solutions, complied with the ethical rules of the industry, and had a demonstrably positive impact on the client’s business and reputation.
The firm was also successful with its coronavirus campaign in another prestigious industry competition, the Fénix content marketing competition. The judges of the 8th year of the Fénix awarded HAVEL & PARTNERS silver in the Most Efficient Corporate Content category.
Although both competitions are dominated by projects developed externally in cooperation with PR agencies, HAVEL & PARTNERS prepared the entire campaign in-house. “Marketing and PR has been an integral part of our success and growth since the foundation of the firm, which is why we have built a very strong and experienced marketing team. We constantly follow trends and set them ourselves in the field of professional services marketing, we have a sophisticated marketing strategy, including a digital one. I am personally involved in marketing and PR and this is an area where we can help many of our clients very efficiently,” added the firm’s managing partner Jaroslav Havel.
Authors: Dušan Sedláček, Jan Králíček
In response to the crisis caused by the COVID-19 disease epidemic, the so-called Lex Covid Justice was enacted, followed by Lex Covid Justice II, which introduced a number of significant changes, including in the field of insolvency law. We have discussed these laws in detail in previous articles available here and here. One of the emergency measures was the suspension of the obligation to file a debtor’s insolvency petition in the event of bankruptcy.
In this context, please note that as of 1 July 2021, the obligation of entrepreneurs and companies to file a debtor’s insolvency petition is renewed in full, including the potential liability of the management members under Section 98 et seq. of the Insolvency Act for damage if they file an insolvency petition late.
The Insolvency Act provides for two forms of bankruptcy of a debtor – insolvency and over-indebtedness:
The law provides that the members of the statutory body of a debtor that is bankrupt must file an insolvency petition without undue delay after they became aware, or with due diligence should have become aware, of the debtor’s bankruptcy. That concept can be interpreted, in accordance with the case-law, as a short time limit which presupposes a very prompt reaction. The statutory body should monitor the company’s situation on an ongoing basis as part of its duty of due care and diligence. The most recent information on the company’s financial situation will currently be available primarily from the 2020 financial statements or interim financial reporting. It is therefore a fundamental obligation to check carefully whether the company does not meet the criteria of a bankruptcy.
The debtor’s management members must act with due care and diligence; therefore, they must do everything necessary and reasonably foreseeable to avoid the bankruptcy of the company. In the event that an evaluation of the financial situation reveals signs of bankruptcy, the management members must immediately take steps to avert bankruptcy or proceed with filing an insolvency petition. In particular, the management members should:
Pursuant to Section 99 of the Insolvency Act, a person who has failed to file an insolvency petition on time shall be liable to creditors for damage or other harm caused to them by the breach of this obligation. This is personal liability that may be asserted against the debtor’s management members by the debtor’s creditors.
Liability for damage or other harm shall be discharged only if a management member proves that the breach of the obligation to file an insolvency petition did not affect the satisfaction of claims in the insolvency proceedings or if the person concerned failed to fulfil this obligation due to facts which occurred independently of his will (external circumstances) and which he could not have avoided even if he had made all the efforts that could reasonably be required of him. However, these grounds for the exclusion of liability have been interpreted restrictively in judicial practice.
HAVEL & PARTNERS provides comprehensive legal services in connection with informal restructurings of distressed companies and representation in insolvency proceedings. In this area, we primarily prepare, in cooperation with economic consultants, plans for informal restructuring of financial exposure or protect our clients from legal risks related to bankruptcy resolution.
Under the motto “Financing from A to Z” we connect the financing practice with the restructuring and insolvency practice. For more information, please see here.
