The winner of the 12th annual Act of the Year survey is the Bank Identity Act, which significantly simplifies identification in the online environment. HAVEL & PARTNERS team led by František Korbel, a partner, took part in the drafting of the regulation enabling remote identity verification via access data to online banking. This is the third time in a row that the law firm has participated in drafting a regulation that won this Act of the Year survey.
Act No. 49/2020 Sb., on Bank Identity, an amendment to the Act on Banks, the AML Act and other acts made it possible to broaden the scope of banking services to include electronic identity verification, e-signing and other trust-building electronic services.
“In cooperation with the Czech Banking Association, the ICT Union and our colleagues from ROWAN LEGAL, HAVEL & PARTNERS has been involved, since the very beginning, in the drafting and implementation of the Bank Identity Act, which introduced one of the most secure and widely used digital identification methods in the Czech Republic. Our firm’s specialised team has long been actively involved in the drafting of high-quality and functional legislation that has been significantly helping to accelerate the digitisation process. I am very pleased to see that our effort has been repeatedly rewarded and the act we drafted won the first place in the Act of the Year survey,” commented František Korbel on the results.
In addition to the Bank Identity Act, our law firm also co-drafted the Act on the Right to Digital Services, which succeeded in the survey last year. Moreover, the unique HAVEL & PARTNERS’ know-how in drafting new legislation was also rewarded in the Act of the Year 2018 survey with the winning amendment to the Act on Acceleration of Line Infrastructure Construction, co-drafted by the firm’s team of specialists focusing on the public sector, construction engineering and regulation.
The Act of the Year survey is a joint project organized by companies, associations and other entities involved in the quality of Czech business regulation. The survey is organised by Deloitte Legal and regularly organised under the auspices of the Czech Bar Association, the Czech Chamber of Commerce and the Czech Chamber of Tax Advisers.
HAVEL & PARTNERS, attorneys-at-law, has provided comprehensive legal advice to assist in the settlement of a dispute in the US sparked by an action regarding alleged infringement of patent law concerning a product of the Brno-based company ZONER software. ZONER software was sued by a company that does not practically use its patented technology in any way, does not create real business value, and only misuses its patents to claim fees for alleged infringements.
HAVEL & PARTNERS represented the Brno-based company in the US in cooperation with its partner agency Greenberg Traurig. ZONER Software is a major producer and distributor of software, as well as the leading provider of Internet services related to online presentations and e-commerce. It is seated in Brno and together with its branches in Slovakia, Hungary, Japan and the US, it has over 100 employees. The company’s Zoner Photo Studio is currently the most widely used photo editing programme in the Czech Republic, used by over 10 million users worldwide, and is one of the ten most successful photo editing programmes.
In the US, ZONER Software was sued by a company that purchases patents and patent applications (e.g. from start-ups or insolvent companies) and then sends letters before action to companies that could potentially be infringing the patent.
Professional legal assistance to ZONER software in the litigation was provided by a specialised IP law team led by Ivan Rámeš, a partner, together with Tomáš Havelka, a senior associate, and Vojtěch Zavadil, a junior associate. In addition to assessing the grounds for the action and considering whether the client may be infringing the other party’s patent, the law firm also conducted subsequent out-of-court proceedings, which ultimately put an end to the litigation by a settlement agreement.
With its pro-active and professional approach to this intellectual property dispute, HAVEL & PARTNERS significantly contributed to the fact that the counterparty agreed with out-of-court negotiations and, as part of the settlement agreement, also accepted the terms and conditions requested by HAVEL & PARTNERS’ client, which were fundamentally different from those ZONER software was facing at the beginning of the dispute.
A partner at HAVEL & PARTNERS, František Korbel, acting as a legal representative for the telecommunications company České Radiokomunikace a.s., succeeded before the Czech Constitutional Court in appealing against a Supreme Court resolution in a dispute over the removal of the Petrov TV translator station. The law firm has thus made a significant contribution to an important precedent in the field of telecommunications structures, which increases legal certainty for all telecommunications network operators, but also, in a broader sense, for other owners and operators of technical infrastructure network lines.
České Radiokomunikace appealed through HAVEL & PARTNERS to the Supreme Court against the verdicts of the District and Regional Courts, which ruled in the dispute over the removal of the TV translator station involving a lawsuit lodged by the owner of the land on which the structure is placed. The specialist litigation team, including partner František Korbel, counsel Jiří Kmec and senior associate Martin Šlampa, has repeatedly argued in the courts that the structure cannot be removed because of the existence of a statutory easement.
However, in its ruling, the Supreme Court made the creation of a historical statutory easement under the 1964 Telecommunications Act conditional on proof that at the time when the telecommunications structure was built the then communications operator had informed the landowner that it would start exercising its statutory right by installing the station on the concerned plot of land.
With the help of HAVEL & PARTNERS’ lawyers, České Radiokomunikace appealed to the Constitutional Court against this decision. The Constitutional Court upheld the complaint and overturned the verdict of the Supreme, Regional and District Courts. Moreover, the ruling of the Constitutional Court came to the clear conclusion that the easement for the telecommunications structure was created directly ex lege under the Telecommunications Act, without there being any further conditions.
HAVEL & PARTNERS has thus achieved a major success, significantly setting the trend in the courts’ decision-making practice in other similar disputes in the field of telecommunications and statutory easements.
Source: Forbes (8. 4. 2021)
From a small law firm founded from scratch by five young lawyers, HAVEL & PARTNERS has managed to develop into a new generation, world-renowned Central European firm with a unique position on the Czech-Slovak market. It has been writing its success story for 20 years. Today, it has a turnover of over one billion Czech crowns and 2,500 clients whom it navigates through today’s business environment, all while helping them fulfil their business and personal visions and goals.
The story of the firm, whose motto is “Connected Through Success”, began in 2001, when five young lawyers founded their own law firm. They knew each other from their studies, four of whom also met while working for the international law firm Linklaters, which at the time was the most elite law firm in Europe, especially in the field of mergers and acquisitions. In addition to Linklaters, other prestigious law firms based in London (the so-called ‘Magic Circle’) and American law firms such as Skadden, Arps, and Jones Day, i.e., international firms with comprehensive services and professional management, were the role models for their ambitious start-up.
They started in 2001 in a small room, working seven days a week on computer and file boxes around one table. Their colleagues and friends often did not understand why they gave up well-started careers, and many predicted that they would just be assisting in founding limited liability companies for the rest of their lives. However, their vision was to build a leading modern firm with comprehensive advisory services for domestic and foreign clients.
“We had the know-how from an international law firm, we knew the languages and we had a great determination to succeed. From the beginning, we worked hard and invested not only in the development of the firm, but also in hiring the best young lawyers,” recalled Jaroslav Havel. Within half a year of the firm’s founding, they managed to set up a team of 15 lawyers with similar experience and vision, which was able to meet most clients’ needs.
Initially, the firm worked with Deloitte; it thus made it easier to reach new clients, and soon began to penetrate foreign markets as well. This cooperation lasted four years, during which the firm grew in terms of turnover and staff. In 2005, it set out in its own direction without a strategic partner.
It was a time when the global wave of mergers and acquisitions contributed to rapid economic growth. Within a year, the firm managed to double its revenues and profit, and within two years it became the top Czech law firm in the number of M&A transactions completed. Advisory in this field is still the flagship of HAVEL & PARTNERS. In the last 15 years, it has completed over 750 transactions worth CZK 750 billion and, according to prestigious foreign ratings, is the number one in this field in the entire Central European region. It helps Czech and Slovak companies to expand abroad, and foreign companies expand their business in the Czech Republic and Slovakia.
However, from the beginning, the firm didn’t specialise only in M&A, its goal was to provide clients with comprehensive services in all areas. Therefore, it systematically gradually extended and innovated its portfolio.
The number of clients grew, and in addition to the most successful domestic and foreign companies, leading Czech and Slovak entrepreneurs, top managers and successful athletes also came for advice. As a result, in 2008 the firm was the first on the market to create a special team for private clients, which is today the largest advisory group of its kind in Central Europe with more than 30 lawyers and tax advisors.
At the time of the economic crisis in 2008 and 2009, the ability to adapt to sudden changes was crucial to success. At that time, the firm generated most of its revenues from M&A advising, but the market stopped for some time due to the recession and it was necessary to come up with a quick solution.
At a time when most law firms were firing and saving, HAVEL & PARTNERS chose the opposite strategy. It invested in further development, transformed its portfolio of services extremely quickly to meet the-then needs of clients and the market, and even hired new top and, therefore, expensive lawyers. “Clients were leaving large international firms at the time. It was a huge opportunity that we managed to seize. Thus, we took a decisive advance on our competitors,” recalled another of the founders, Robert Nešpůrek.
When the crisis subsided, the firm was much better prepared when compared to the competition and was able, as one of the few, to offer clients really comprehensive legal services. Thanks to this, it became the most dynamically growing law firm on the Czech and Slovak markets, and at the turn of the first decade of its operation, it became the Czech-Slovak market leader.
The continuous growth of HAVEL & PARTNERS was not even interrupted by the coronavirus crisis. The firm has once again proven that it can respond quickly to changes and that it is extremely well equipped to deal with crisis situations. It thus concluded last year in terms of turnover, number of lawyers, quality of services and awards received as the most successful year in its history.
The firm has gained an international reputation over two decades, assisting clients in almost 110 countries around the world, and up to 70 percent of its cases have a foreign element. HAVEL & PARTNERS is also a leader thanks to its unique operating model and comprehensive range of services in all areas of law and business. “We work in teams set up not only according to legal specialisations, but also according to individual business sectors, in which we constantly monitor all trends and continue to keep ourselves up-to-date. We thus better understand the areas in which our clients do their business,” said Robert Nešpůrek.
Our firm’s experienced experts fully focus on our clients and their business, and work intensively with them to gain an edge over others. The big advantages are the firm’s business intelligence, business and management knowledge, as well as experience with the international dimension of advisory. “From a legal and tax viewpoint, we accompany clients through their business and help them with its development. Thanks to an excellent reputation, a unique network of contacts and exceptional knowledge of the market and the context of the Czech-Slovak legal and business environment, we can lead them to new opportunities, business and people,” added Jaroslav Havel.
“Satisfied clients have been our top priority for twenty years. The trust they place in us with their business and private matters obliges us to constantly improve. That’s why I see our future in innovation because it allows us to do things better. We therefore want to continue to focus on the strategic building of corporate business intelligence and remain the intellectual leader in the Czech legal and tax advisory market, so that we continue to be a long-term strategic partner for clients and offer them services with high added value,” explained Jaroslav Havel.
At the same time, he dispels the preception that the firm provides advice only to the largest and most successful companies: “As the market leader, we target successful and prosperous companies and their owners or top managers, but these also include so-called future champions or companies interesting for their unique product or business personalities. We ourselves were an ambitious start-up 20 years ago, but we have achieved world-unique growth and a uniquely strong market position. So we can also really help smaller companies and support them in their growth and development, which we have implemented ourselves, not only in legal and tax terms. Ideally, we strive to have our clients grow with us and we grow with them – exactly in the spirit of our motto ´Connected Through Success´.”
With 240 lawyers and tax advisors, HAVEL & PARTNERS has the strongest professional team on the market. It is based at a prestigious address in the centre of Prague, in the modern Florentinum complex, and has five other offices in Brno, Bratislava, Olomouc, Ostrava and Pilsen. Since its founding, the firm has been constantly growing, collecting prestigious domestic and international awards for the best client services, expertise, a trusted brand, and the most sought-after employer.
The largest and most successful Czech-Slovak law firm HAVEL & PARTNERS has won the prestigious Czech Business Superbrands award for 2021. By being placed in the ranking where the jury evaluates brands according to criteria such as awareness, brand building, innovation and prestige, HAVEL & PARTNERS has become one of the brands with an excellent reputation and with which customers associate significant value and have a personal relationship. It received the award, which is given in almost 90 countries on five continents based on the unified criteria and methods of the Superbrands organization, as the only law firm in the Czech Republic in 2014–2016, 2019 and 2020.
“Last year was extremely difficult for all of us, and we value winning the most prestigious global and domestic awards all the more. We are glad that, in addition to receiving the most prestigious international award for law firms, the Chambers Europe Awards, and the domestic Law Firm of the Year award, we also succeeded in the purely business ranking of the Czech Business Superbrands. Building our brand’s excellent reputation is a continuous, long-term, and never-ending process in which we have stood despite the difficult conditions associated with the coronavirus crisis. The entire HAVEL & PARTNERS team therefore deserves a big thank you for contributing to the image of our brand with their hard work, loyalty, and teamwork. But we also thank our clients, who are often among the most respected leaders and winners of this award in their fields,” commented Jaroslav Havel, the firm’s founder and managing partner, on winning the award for one of the best Czech brands.
The international Superbrands program, which started 27 years ago in the United Kingdom and is currently the most recognized independent global authority in the field of brand evaluation and awards, has been selecting the best brands in the Czech Republic since 2013.
Individual brands cannot apply for the Superbrands program themselves but must go through an independent selection process in which, when nominating the relevant brands, the jurors first use the database of all registered trademarks that is released for this purpose by the Czech Industrial Property Office.
The nomination is further based on the business results data generated by Superbrands in cooperation with Bisnode, a company specialising in business data. The final word on the award of the Superbrands title in a given year is offered by an expert commission composed of respected professionals from the fields of business, communication, marketing, media and marketing research.
HAVEL & PARTNERS has led comprehensive legal advisory services in a substantial international facility management deal. The law firm represented B+N Referencia Zrt., a private Hungarian group acquiring the operations of the Danish group ISS Facility in Central and Eastern Europe. The transaction has made the Hungarian group one of the most important facility management providers in the region.
The ISS group is one of the key international players in the facility services market. With over 400,000 employees, it offers services to thousands of customers worldwide. The acquisition deal concerned in particular the group’s subsidiaries in the Czech Republic, Slovakia, Romania and Hungary, employing a total of 4,000 staff and reporting an annual turnover of EUR 70 billion.
During the acquisition, HAVEL & PARTNERS team of experts provided M&A advisory services to the Hungarian investor and coordinated the legal due diligence. The team also led the negotiations over the comprehensive contractual documents and rendered additional related services, including competition advice.
The team engaged in the transaction included partner Jan Koval, managing associate Robert Porubský and senior associate Ivo Skolil.
The B+N Referencia Zrt. group offers cleaning, technical, security and catering services to its clients, which include significant companies and government institutions. In two decades, it has become the industry leader in the Hungarian market. In the long run, the company has ranked among the TOP 500 Hungarian companies with the largest sales. The international expansion to other key markets in the CEE region is another logical step for the Hungarian company. With the deal closed, the number of people employed by the group now exceeds 10,000.
HAVEL & PARTNERS has provided comprehensive M&A advisory services to SEBRE, an investment group that, along with Jaroslav Havel and Jan Kubíček, SEBRE’s managing director, purchased a 50% shareholding in SousedeCZ, a company operating an online platform for digital communication of homeowner associations in residential buildings.
The HAVEL & PARTNERS advisory team was composed of partner Jan Koval, managing associate Silvie Király and associate Josef Bouchal.
Established in 2013, the SEBRE investment group maintains its operations mainly in the Czech Republic and the countries of the former Yugoslavia in the fields of development and construction, gastronomy, interior design, and golf. Investing in the Sousedé.cz project, the group has expanded its activities in technological and digital start-ups.
The Sousedé.cz platform offers the most widespread online system for communication and collaboration in residential buildings. Enabling easy property management and facilitating communication among homeowners, the board of directors and the property manager, the platform creates an active community of homeowners. Offering both desktop and mobile app solutions, the service is now used by more than 2,046 registered homeowner associations and housing cooperatives.
“We are delighted that we got such experienced and significant investors for our project. While the Sousedé platform has been active in the market since 2003, its visions to disrupt housing-related services have gained necessary momentum with the arrival of our new investors. It’s our advantage that we look at the provision of these services from the customer’s perspective. In addition, we leverage experience and international standards from other fields,” said Tomáš Holomoucký and Tomáš Síkora, the platform founders and shareholders retaining the remaining 50% shareholding.
The investment will help the platform focus on the further development of its project, especially smart apps and features for residential property management, the integration of customer portals and the marketing of digitalized services in a branch undergoing transformation.
Authors: Ondřej Florián, Alexandra Parnaiová
New Act No. 37/2021 Sb. on the Register of Beneficial Owners (“ARBO”) will enter into force on 1 June 2021. In contrast to the current legislation, the ARBO introduces significant sanctions for a breach of the obligations it imposes, including fines up to CZK 500,000 or invalidation of voting rights and the right to dividends.
As the effective date of the ARBO is inexorably drawing near, we highlight below some of the most important changes it will introduce so that you can prepare sufficiently in advance.
In 2017, an amendment to the Public Registers Act [1] entered into force, transposing AML [2] Directive IV[3], and introducing the duty of each of the persons listed in the public register under that Act to disclose its beneficial owner (based on the current definition, in simple words, a natural person who is actually or legally able to exert controlling influence over the legal entity) in the new register of beneficial owners of legal entities (“RBO”).
Legal entities were obliged to register their beneficial owners by the end of 2018. Failing to do so, they have been acting in violation of law since 1 January 2019.
Neither the Public Registers Act, nor the Anti-Money Laundering Act, [4] nor the Companies Act, [5] nor any other laws currently impose any direct sanctions for a breach of this duty. An indirect sanction may be represented by the more complicated procedure in the course of the customer due diligence [6], where the company has to identify its beneficial owner ad hoc, which is more complicated than simply referring to previous registration in the RBO.
Shortly after the transposition of the AML Directive IV into the Czech legislation, the European Parliament adopted AML Directive V [7] in 2018, introducing numerous changes, in particular with regard to the perception of the national registers records of beneficial owners.
The most significant changes introduced by the directive include:
An obligation was imposed on the EU Member States to transpose AML Directive V into their respective national legislations by 10 January 2020.
The legislature has now pulled the rules for keeping records of beneficial owners out from the Public Registers Act into the separate ARBO. At the same time, the definition of beneficial owner has been transferred to the ARBO. Below please find a summary of the most significant related changes:
The ARBO slightly modifies the definition of the beneficial owner – the beneficial owner is any natural person who is the ultimate beneficiary or who has ultimate control (preserving the 25% threshold of the distributed benefits and of the voting rights – both directly and indirectly).
A significant change to the previous regulation involves the identification of a surrogate beneficial owner in cases where the beneficial owner cannot be determined in one of the envisaged methods (i.e., applying the threshold of distributed benefit or of voting rights). In this case, the legislation currently in force stipulates the obligation to register the director(s) of the Czech legal entity (i.e., directly the legal entity that identifies and registers its beneficial owner).
The ARBO, however, introduces the obligation in this case to identify the director(s) of the ultimate parent company rather than the director(s) of the legal entity identifying and registering its beneficial owner. Companies that currently have their directors registered as their beneficial owners and are a part of a more complex corporate structure thus should double check whether they are not subject to the above-mentioned conditions and, as the case may be, re-register their current beneficial owners.
In addition, the ARBO contains an exhaustive list of the types of legal entities which do not have a beneficial owner. [8] Those mostly public entities are not recorded in the register of beneficial owners at all. Legal entities directly owned by entities with no beneficial owner will identify their director(s) as their beneficial owner(s).
Some of the information entered in the register of beneficial owners will be publicly accessible (the full name, country of residence, the year and month of birth, citizenship, and the reason of the status of beneficial owner).
Nevertheless, the ARBO takes into account that, in some cases, beneficial owners may be minors; in such cases, the ARBO allows an exemption from the publication duty in respect of such individuals – i.e., disabling public access to their data, which is not granted automatically but instead needs to be applied for. Entry in the register of beneficial owners will be subject to administrative proceedings, provided that the application concerning business companies and similar legal arrangements must be sent electronically.
In cases where the identity of the company’s beneficial owner(s) clearly follows from the information entered in the Commercial Register (e.g., members of a limited liability company who are natural persons and hold an interest in excess of 25%; or a joint-stock company with a single shareholder identified in the commercial register), the court will automatically carry the information over to the RBO.
The currently prevailing practice is that the court will, as a rule, register beneficial owners merely on the basis of an affidavit issued by the company, in which it thoroughly describes its ownership structure and the ensuing information regarding the beneficial owner.
The ARBO introduces a non-exhaustive list of corporate documents a company may produce to evidence the status of its beneficial owner. This list also contains the above-mentioned affidavit, which will henceforth only be admissible in cases where the status of beneficial owner cannot be evidenced otherwise.
If a public authority or the obligated person under the Anti-Money Laundering Act ascertain a discrepancy[9] in the due course of their activities, they are required to notify the competent registration court. The registration court will then publish a discrepancy note in the RBO and will ask the person concerned to make good the discrepancy within a reasonable period set by the registration court.
If the discrepancy is not rectified, the court will initiate a discrepancy proceeding. In the course of such proceeding, the discrepancy may either be confirmed, whereas this fact will be recorded in the RBO and the court will subsequently rectify the incorrect information, or the recorded information will be completely erased if the identity of the beneficial owners fails to be ascertained in the course of the proceeding; or, if the outcome of the proceeding is that the beneficial owner was correctly registered, the court will remove the discrepancy note.
AML Directive V imposes on the Member States the duty to introduce significant sanctions in the event of failure to make an entry in the RBO, or for making an incorrect entry. In addition to public-law sanctions (for failure to make an entry as well as for failure to enter correct data after deletion of the incorrect data in connection with the discrepancy proceeding, a fine up to CZK 500,000 to the registering person and up to CZK 500,000 to the beneficial owner, ultimate beneficiary and the person exercising ultimate control for failure to provide assistance in making an entry in the RBO), the ARBO also introduces private-law sanctions. The latter include invalidation of voting rights and of the right to receive distributions and apply to beneficial owners not registered in the RBO and/or to shareholders of a legal entity with no properly registered beneficial owner.
At present, this topic strongly resonates with the professional public due in particular to the fact that the ARBO applies to virtually all legal entities. Consequently, we are preparing a series of more detailed articles specifically dedicated to:
Having in mind that the effective date of the new statute regulating the register of beneficial owners is literally around the corner, we strongly suggest that you verify whether your company complies with all the statutory requirements.
Our dedicated team specialising in identification and registration of beneficial owners is fully at your disposal and is prepared to guide you through the entire process to make sure that your company fully complies with the new statutory regulation.
[1] Act No. 304/2013 Sb. on Public Registers of Legal Entities and Natural Persons and on Registers of Trusts, as amended.
[2] AML is a globally used abbreviation for anti-money laundering.
[3] Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC.
[4] Act No. 253/2008 Sb. on Certain Measures Against Money Laundering and Terrorist Financing, as amended.
[5] Act No. 90/2012 Sb. on Business Companies and Cooperatives (the Companies Act), as amended.
[6] Under Section 9 of the Anti-Money Laundering Act.
[7] Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, and amending Directives 2009/138/EC and 2013/36/EU.
[8] Section 7 ARBO – the list includes mainly public-law entities.
[9] Section 2(n) ARBO.
The law firm HAVEL & PARTNERS, representing Apple, has succeeded with an action against the decision of the President of the Industrial Property Office, who concluded that SWATCH’s slogan Tick different could not be confused with Apple’s slogan THINK DIFFERENT. However, the Municipal Court in Prague annulled that decision and ordered the Office to re-assess the whole matter.
Apple was represented in the litigation for the THINK DIFFERENT trademark by a team of specialists in intellectual property protection and administrative justice, namely partners František Korbel and Ivan Rámeš, counsel Kateřina Staňková, and senior associate Tereza Hrabáková.
The litigation concerned the similarity of Apple’s slogan with the Tick different slogan of the Swiss watch manufacturer SWATCH. The similarity of both trademarks was first assessed by the Industrial Property Office. It concluded that there was no likelihood of confusion, and that conclusion was then upheld in the appellate review by the President of the Office.
The decision of the President of the Office was subsequently challenged by Apple, represented by the law firm HAVEL & PARTNERS, at the Municipal Court in Prague. The action pointed out that the Office erred in its assessment of the similarity of the slogans and that the application for registration of SWATCH’s Tick different trademark was not filed in good faith, was interchangeable with Apple’s trademarks, and thus unlawfully benefited from the reputation of Apple as a company having the world’s most valuable trademark.
Based on the action brought by HAVEL & PARTNERS, the Municipal Court annulled the decision of the President of the Office, declaring it illegal. The Court took the view that the Office had insufficiently dealt with the assessment of the similarity of the conflicting trademarks. The Office should therefore re-examine the whole matter and make an overall assessment of the likelihood of confusion. The Court’s conclusions are binding on the Office.
By winning the dispute, HAVEL & PARTNERS has thus contributed to the protection of the Apple brand in the Czech Republic. The slogan THINK DIFFERENT has been associated with this company since 1997, when its founder Steve Jobs returned to the company.
*24. 12. 1975 – †23. 3. 2013
It has been eight years since we tragically lost our colleague, the firm’s partner, Ondřej Petr.
His death has left us devastated. We have not only lost an excellent and professional lawyer, but also a personal and irreplaceable friend.
Ondřej Petr had worked with the firm since its founding in 2001. From 2006 to 2009, he was a senior advisor at the International Capital Market Association (ICMA) in London specialising in advice to international investment banks. He also focused on banking and finance at HHP, leading the Banking, Finance and Capital Market team.
Source: Building World (March)
Author: Josef Adam
A number of people link housing cooperatives with the old days. It was convenient for their members to build new buildings together in order to live in new flats. Simultaneously, housing cooperatives proved to be a reasonable tool for split the risk of the failure to repay the construction loan, which was provided to the housing cooperative, among more people. Recent development and rising real estate prices have once again made cooperative ownership an appealing alternative to rental housing, and for investors as a tool for attractive investments into residential buildings.
After 1989, housing cooperatives were used mainly for the privatisation of the municipal or state-owned housing stock. Tenants were joining cooperatives to be able to jointly obtain and repay a loan for the purchase of their residential building. As soon as the housing cooperative repaid the loan, it usually adopted a decision to transfer individual flats or non-residential premises into its members’ ownership.
The number of cooperative flats, however, has been falling in recent years. In 2005-2017, this drop was over 40%. This trend and the perception of housing cooperatives as a transition towards the ownership of a flat gives the impression that the potential of housing cooperatives is diminishing and that in the next 20 to 30 years, all the housing cooperatives are likely to cease to exist and will be replaced by associations of owners of individual flats and non-residential premises in the building. In spite of that, there are new initiatives that are attempting to exploit the potential of housing cooperatives even today.
So far, the prevailing motivation to join a housing cooperative has been primarily to accommodate a housing need and to acquire the ownership title to a cooperative flat after the repayment of the cooperative loan. During the privatisation of the flats owned by municipalities and the state, this motive was, moreover, often increased thanks to the attractive purchase price of the residential building.
Contrary to the purchase of a flat into one’s own ownership, membership in a housing cooperative is also associated with relatively low initial costs in the form of the basic, and often also additional, membership contribution of a member. Members of the cooperative then pay a regular monthly instalment (annuity) of their share in the total unpaid part of the loan linked to the occupied flat.
Thus, the cooperative member is not the owner of the flat but its user. In the event a member of the cooperative gets into financial difficulties, they may gratuitously transfer their membership to another person (currently, a legal person may also become a member of a housing cooperative) who then continues to repay the remaining annuity.
As opposed to associations of owners, which are formed as special legal entities in buildings with residential and non-residential premises owned by individuals, a housing cooperative has a stronger position towards its members. If members of a cooperative substantially breach the statutes, e.g. by failure to pay the annuity instalments or to make other payments linked to the use of their flat, a housing cooperative may exclude such members.
Their membership share can then be acquired by a new member who joins the housing cooperative on the basis of an application and the payment of a basic, or possibly additional, membership contribution. Hence, the other members of the housing cooperative are protected from defaulters in a better manner than in associations of owners.
This economic setup is a strength of the housing cooperative. Taking into account also the relatively informal and fast transfer of the ownership title from one member to another, cooperative flats are a relatively valuable asset.
On the other hand, where membership of a housing cooperative is not linked to the support from the state or advantageous privatisation of the municipal or state-owned flats, cooperative ownership becomes usually less attractive. This is mainly due to the fact that banks do not grant loans for the purchase of a membership share in a cooperative where this membership share would be the only pledge. Instead, they often require a pledge regarding other real estate recorded in the Land Cadastre.
The adoption of Act No. 378/2005 Sb., on the Support for the Construction of Cooperative Flats, which created a legal framework for the provision of support to the construction of cooperative flats in the Czech Republic, was linked to expectations that the number of cooperative flats will begin rising.
The government decree implementing the act expected that the subsidies under the above act can amount to as much as CZK 100,000 per flat and as much as CZK 700,000 per flat for a mortgage. This intention, however, has not been accomplished so far. Currently, the State Investment Support Fund does not offer any special programme supporting cooperative housing.
Another initiative that could reignite interest in cooperative housing to a greater extent was the Project of Affordable Cooperative Housing in the capital city of Prague. The support was based on the free of charge provision of plots from the capital city for the construction of cooperative flats. The legal title for the construction of the buildings on Prague’s land plots was the right of superficies.
It was probably as a result of this institute of the new Civil Code that the uncertainty as to who will be the owner of the construction and the land plot under it after the lapse of the right of superficies, prevented the Prague City Council from discussing the project. Despite the fact that the Project of Affordable Cooperative Housing has not been successful so far in Prague, it could inspire other towns and villages that, unlike Prague, are facing an outflow of their citizens to bigger cities.
Despite the so far unsuccessful public initiatives described above, new projects of cooperative flats on a commercial basis are springing up. Cooperative flats are an alternative to owned flats financed through mortgages, which are not affordable to many people given the higher prices of flats.
Members of a cooperative, however, are not exposed to the high risk of not obtaining a large mortgage in these projects. They merely apply for the financing of the basic and additional membership contribution amounting to approximately 20% of the value of the cooperative flat.
The remaining part of the value is, once again, financed from a loan provided to the housing cooperative, which the members of the cooperative partly repay through the annuity instalments.
Contrary to purely rental housing, the value of membership shares in housing cooperatives increases over time and the members of the cooperative are also motivated by the fact that they will become the owners of the flat once they repay the annuity. Moreover, there is no mandatory period of time during which the cooperative may not transfer the flats to the members’ ownership, contrary to subsidised cooperative flats.
Fierce competition on the real estate agency market and the surplus of free funding, moreover, creates space for new products and for the use of housing cooperatives to acquire real estate as an investment.
Some real estate agencies come up with a service where they select a suitable residential building that will be acquired by the housing cooperative established for this purpose from the investors (i.e. the members). The purchase is again financed partly by members’ contributions and largely by a loan. The real estate agency can also procure tenants who will pay rent to the members of the cooperative, which among other things, also covers the monthly annuity payment.
In this connection, one may ask why investors choose the form of a housing cooperative and not a limited liability company of a joint stock company. The reason is probably the fact that it is easier to make a contribution to the cooperative’s equity (it is sufficient to merely accept the related obligation), transferability of the membership share guaranteed by law and last but not least, anonymity of cooperative members.
Authors: David Krch, Martina Jelínková
An amendment to the Tax Procedure Code valid from 1 January 2021 has entailed a novelty among the standard deadlines for filing personal income tax returns to which we are accustomed (as of 1 April, or 1 July when filed by a tax advisor), namely the possibility for the taxpayer to file a tax return by 3 May 2021, however, only if it is filed electronically.
Electronic filing is considered filing via a data box, an EPO application with a verified identity, with a guaranteed identity or a recognized electronic signature, via a tax information box on the newly launched website Moje daně, but also via email with a recognized electronic signature.
Filings made, for example, via e-mail or EPO application without verification are also considered electronic filings if such filings are confirmed within 5 days by any of the above methods or in paper form in person or by post.
In order to extend the deadline until 1 July, the condition to submit to the tax office a power of attorney granted to a tax advisor by 1 April has been newly cancelled. It is sufficient for the power of attorney to be submitted to the tax office together with the tax return that will be prepared and filed by a tax advisor.
Power of attorney may also be submitted electronically by a proxy (tax advisor or attorney-at-law) via his/her data box without cooperation from the represented client – this was not possible before, and the power of attorney always had to be submitted by the represented individual NEBO tax payer.
New deadlines and procedures are also linked to new financial planning options with regard to the moment of tax maturity or tax overpayment refund. If in the past a tax advisor filed a tax return in March, it meant the assessment and maturity of the tax by 1 July and the refund of the tax overpayment by the end of July. From this year, in the case of filing a tax return by the taxpayer but also by a tax advisor by 1 April, the tax will be assessed and due by 1 April, and at the same time the tax overpayment will be refunded by the end of April.
In the past, natural persons with an established data box were obliged to file tax returns electronically. However, as of 1 January 2021, this condition has been relaxed and applies only to taxpayers with a data box established by law or with the obligation to have their financial statements verified by an auditor.
Summary of deadlines
| Filing method | Filing person | Filing period | Deadline for filing and tax payment | Deadline for tax overpayment refund |
| Both paper and electronic form | Both tax advisor and taxpayer | By and inclusive of 1 April 2021 | 1 April 2021 | 3 May 2021 |
| Electronic form | Taxpayer | After 1 April 2021 but no later than 3 May 2021 | 3 May 2021 | 2 June 2021 |
| Electronic form | Tax advisor | After 1 April 2021 but no later than 1 July 2021 | 1 July 2021 | 2 August 2021 |
The general deadline for filing reports of self-employed persons is within one month from the date on which the tax return was to be filed. If the taxpayer is represented by a tax advisor or an attorney-at-law, and thus files a tax return within the extended period, the Social Security Administration now no longer requires proof of representation by the end of April. This fact must be documented no later than with the filing of the report. For this purpose, a new field has been introduced in the report, asking exactly whether the tax return was filed by a tax advisor.
It is now also necessary to indicate the tax return filing date in the report. A self-employed person who is not obliged to file a tax return is obliged to file the report no later than 2 August 2021, in accordance with the Czech Social Security Administration’s instructions.
The opposite situation has occurred with health insurance, where it is still necessary to prove the representation by a tax advisor (e. g. a copy of the power of attorney) no later than 30 April 2021. A self-employed person who is not obliged to file a tax return must file the report by 8 April 2021.
According to the published instructions, some health insurance companies have not noticed the new deadline for electronic filing by the taxpayer by 3 May 2021, however, with reference to the general deadline of up to one month, it can be derived therefrom. Some health insurance companies (e.g., OZP) will also require an affidavit by a self-employed person confirming the electronic filing of a tax return.
a) 3 May 2021 if the tax return is filed by 1 April 2021 (by the tax advisor or taxpayer, in paper or electronic form);
b) 3 June 2021 if the tax return is filed electronically by the taxpayer after 1 April 2021;
c) 2 August 2021 if the tax return is filed electronically by the tax advisor or attorney-at-law after 1 April 2021.
We recommend that you carefully keep the confirmation of the tax return filing date to possibly document the relevant deadline for filing the report of self-employed persons. We also recommend paying attention to the careful completion of the new reports to be filed by self-employed persons.
Like last year, the Ministry of Finance has issued a decision waiving fines for the late filing of tax returns and interest on late payment of tax liability if these obligations have been fulfilled no later than 1 month later, specifically:
If the obligation to file a Announcement of Exempt Income has arisen within the deadline for filing a tax return, the non-penalty period associated with late filing is also extended by 1 month, depending on the deadline for filing a tax return specified above.
In the event of non-compliance with the obligations within the said extended deadlines, penalties as of the dates of the original deadlines will be imposed.
Všeobecná zdravotní pojišťovna (General Health Insurance Company) commented on the non-penalized, later filing of the tax return, stating that this extraordinary measure does not affect the deadlines for filing Reports of Self-Employed Persons, i.e. it is necessary to file them within the standard deadlines specified under letters (a) – (b) above.
Other health insurance companies (e.g., OZP, ZPMVČR) and the Social Security Administration have not yet responded to the above-mentioned extraordinary measures, and it is therefore not clear now whether possible penalties will be waived for the later filing of reports of self-employed persons following the non-penalized, later filing of the tax return.
