The regulatory framework of the Czech merger control regime has its basis in Act No 143/2001 Coll., on the Protection of Competition and Amending Certain Acts (Act on the Protection of Competition) (CCA). The CCA is complemented by the following Notices issued by the Office for the Protection of Competition (OPC – the Czech competition authority):
The Czech Republic implemented its foreign direct investment (FDI) screening regime in May 2021. Under the Act on Foreign Investment Screening (the “FDI Act”), certain foreign investments in assets in the Czech Republic are subject to prior approval by the Ministry of Industry and Trade. As is the case with notifications of concentrations to the OPC, investors are prohibited from implementing the investment before the Ministry’s approval is obtained (the so-called standstill obligation), in case the investment falls under the mandatory notification regime. The Ministry is also entitled to review any foreign investment up to five years after its completion.
Besides the FDI screening and general merger control regime, a special regime applies to banks and is governed by Act No 21/1992 Coll., on banks, under which mergers, divisions of banks and transfers of assets to a bank as a shareholder are subject to prior consent from the Czech National Bank. The approval of the Czech National Bank does not exempt a transaction from the merger control regime; such transaction still needs to be notified to the OPC, provided the notification conditions are met.
Merger regulation enforcement in the Czech Republic falls solely within the competence of the OPC. The process is administered by the OPC’s department for control of concentrations.
First instance decisions of the OPC may be appealed to the chairperson of the OPC. Decisions of the chairperson may be subject to review by the Administrative Court in Brno following an administrative action and by the Supreme Administrative Court respectively.
Transactions constituting a concentration within the meaning of the CCA must be notified to the OPC. There are no exemptions from the obligation to notify, but a concentration must fulfil the following two general conditions to be notifiable.
There is no possibility to file voluntarily if thresholds are not exceeded: the scope of merger control is limited solely to the compulsory filings.
The OPC may impose a fine of up to 10% of net turnover achieved by the undertakings in the preceding accounting period for the failure to notify a concentration meeting the notification criteria set by the CCA. The fine calculation follows the OPC’s fining guidelines.
There has been an increasing number of decisions imposing fines for failing to notify a transaction under the Czech merger control regime. Most recently, the OPC imposed a fine of CZK18.8 million (approximately EUR752,000) on EP ENERGY TRADING for failing to notify acquisition of a company active in the retail supply of electricity and natural gas. The OPC publishes its decisions on its website, including information on the amount of the fine.
Generally, the following types of transactions are subject to merger control in the Czech Republic.
Regardless of its form, there must be a change in the nature of control of an undertaking in order for a transaction to be considered a concentration within the meaning of the CCA. It is irrelevant whether the change in control is brought about by a purchase of shares or assets or by any other means.
Internal restructurings or reorganisations, as well as transactions not involving the transfer of shares, may be caught if they lead to a change in control of the undertaking (eg, granting veto rights to a minority shareholder leading to the acquisition of control). Certain transactions do not fall within the scope of merger control due to their temporary or specific nature.
Under the CCA, the notion of control can have a decisive influence on the activity of another undertaking or a part thereof on the basis of a matter of law or fact, in particular on the basis of:
“Control” and “change of control” are interpreted in line with EU competition law, including the EU Commission’s Consolidated Jurisdictional Notice.
Control in an undertaking may be sole (only one undertaking having control over the target) or joint (the target being controlled by two or more undertakings). The establishment of joint control constitutes a change of control, as do changes in the group of shareholders with a controlling interest. As a result, there is a change of control when the target goes from 50/50 ownership to being solely controlled by only one of the existing shareholders, and also when one of the existing shareholders sells its share to a third party.
Joint control may be established between a majority and a minority shareholder on the basis of veto rights regarding decisions that are essential for the strategic operation of the business. A concentration occurs both when the joint control is established and again when it is dissolved – in case a minority shareholder gives up certain essential veto rights as a result of which the majority shareholder gains sole control.
Acquisitions of minority shareholdings where such acquisition does not result in the acquirer gaining sole or joint control over the target are not subject to notification to the OPC.
Under the CCA, a concentration must be notified to the OPC where the following turnover thresholds are exceeded:
The above-mentioned thresholds apply to all transactions; there are no sector-specific thresholds applicable to particular sectors.
Turnover constitutes the net turnover derived from the sale of products and services generated by an undertaking within its ordinary activities after the deduction of:
There are special rules on turnover calculation for particular businesses.
As for the geographical allocation of turnover, turnover from products and services sold to customers located in the Czech Republic at the time of entering into the respective agreement is regarded as Czech turnover.
As for foreign currencies, all financial data must be converted into Czech crowns using the average exchange rate quoted by the Czech National Bank for the period to which such financial data relates.
As stated in 2.6 Calculations of Jurisdictional Thresholds, the turnover is calculated on the basis of the most recent audited accounts of not only the participating undertaking but also undertakings associated with each participating undertaking.
The turnover of the undertaking on the selling side (in cases of acquisitions) is not taken into account for the purpose of turnover calculation. Accordingly, where an undertaking transfers only some of its subsidiary companies to another, the turnover achieved by the companies whose control is transferred is included, but the selling undertaking’s turnover is not.
The basis for turnover calculation is the most recent audited accounts of a financial year of the following entities (in line with EU merger control rules):
The turnover needs to be adjusted to take subsequent transactions into account, such as divestments, acquisitions and other business closures, after the end of the respective financial year.
All transactions that meet the thresholds are subject to merger control, regardless of where the undertakings are registered. Accordingly, there is no exemption for foreign-to-foreign transactions.
There is no local effects test per se, but the Czech merger control regime requires a local presence since the target must generate a certain level of turnover in the Czech Republic. Nonetheless, with regard to international joint ventures, it is sufficient for the turnover to be achieved by the parent company/whole group, while the target itself does not have to be present in the Czech Republic. Therefore, a filing may be required even though a target has no local sales or assets.
There are no market share thresholds for notification. Under the previous merger control regime, only transactions leading to a 30% share on a relevant market(s) were notifiable, but since 2001 the current legislation has applied thresholds based solely on turnovers.
Joint ventures are subject to merger control only if the joint venture is a “full function” joint venture – ie, it operates on a lasting basis and performs all the functions of an autonomous economic entity. The joint venture must be economically autonomous from the operational point of view to be full function. Conditions for full function joint ventures are in line with the practice of the European Commission. Full function criteria are met when the joint venture:
The following transactions concerning full function joint ventures are subject to merger scrutiny:
Concerning the turnover thresholds, the turnover a joint venture has with third parties must be divided equally between the controlling owners notwithstanding their actual shares and the distribution of profit.
The OPC may neither request a merger notification nor investigate or oppose a transaction if the jurisdictional thresholds are not met. Consequently, undertakings may not file voluntarily if the required thresholds are not met.
To date, the OPC has not used any of the new tools affirmed by recent CJEU case law (eg, the “Dutch clause” or the procedure applied in the Towercast case) to investigate transactions that fall below the thresholds.
The OPC recently proposed an amendment to the CCA, introducing a “call-in” model in merger control. The call-in model gives the OPC the power to require merging entities to notify a transaction that does not meet the turnover criteria, provided that each of the undertakings concerned achieved a turnover of at least CZK100 million (EUR4 million). This power would be limited to six months after the closing of the transaction. The amendment was passed by the Czech government in late 2024. However, it is unlikely that it will be adopted by the parliament before the general election in October 2025. The OPC confirmed its intention tore-introduce the amendment to the new parliament after the general election. As a result, the amendment will not enter into force before 1 July 2026 at the earliest.
The standstill obligation applies in the Czech merger control regime: undertakings may not implement a transaction meeting the notification criteria before clearance from the OPC is received. The merging undertakings are required to run their businesses separately and independently until the approval decision is issued and enters into force.
So-called gun-jumping – when the parties to a concentration implement a transaction before receiving approval from the OPC – is subject to a fine of up to 10% of the undertakings’ global turnover. The amount of the fine is calculated according to the guidelines of the OPC and depends on the nature, gravity and duration of the conduct. The OPC has recently published a Notice on its website on imposing fines for gun-jumping.
The latest decisions of the OPC concerning gun-jumping case were both issued in 2024, the authority imposed a sanction of CZK18.8 million (approximately EUR752,000) on EP ENERGY TRADING and CZK1.8 million (approximately EUR72,000) on Auto UH group for exercising control over target companies before filing to the OPC. There are no known cases where the OPC has imposed fines on foreign-to-foreign transactions.
The prohibition of implementation before clearance does not apply where:
Furthermore, the Czech merger control regime only allows for individual exemption from the standstill obligation; there are no general exceptions to the suspensive effect.
Under the CCA, a transaction may be individually exempted by the OPC from the prohibition on implementation before clearance. Such exemption needs to be applied for by the notifying party, which is obliged to substantiate the request, in particular by providing sufficient and concrete reasoning with evidence that a delay in the implementation would result in major damage or other significant detriment to the parties to the transaction. The applicant must specify to which extent the exemption is sought. In practice, these exemptions are rare as the OPC is reluctant to grant them.
The CCA does not provide for the possibility of carve-out.
There are no specific deadlines for the notification of a transaction. In general, a notification should be filed after a binding agreement has been concluded, a takeover bid has been published or a controlling interest has been acquired.
Formally, a binding agreement should be concluded prior to notification to the OPC. However, in practice, the OPC may accept less formal agreements, like a letter of intent, memorandum of understanding or a pre-final draft of the SPA as sufficient evidence demonstrating a good faith intention to conclude an agreement.
Filing to the OPC is subject to an administrative fee of CZK100,000 (EUR3,960), regardless of the type of procedure (simplified or full). The fee must be paid on the day of filing at the latest.
Responsibility for the filing is vested in:
The list of requirements for a merger filing is governed primarily by Decree No 294/2016 Coll., stipulating details of the justification of a concentration notification and documents certifying facts decisive for a concentration, and Decree No 252/2009 Coll., stipulating details of a concentration notification. The requirements include:
The filing must be submitted in the Czech language. If the documents were not prepared in Czech originally, it is necessary to provide certified translations of the documents to the OPC, along with the original documents. Furthermore, a power of attorney by the notifying party has to be provided if it is represented in the proceedings.
The OPC may also request additional documents.
The OPC may reject an incomplete notification. In practice, the OPC first requests the missing information/documents from the notifying parties, allowing them to complete the submission by providing the required information.
If the notifying party provides the OPC with inaccurate, misleading or incomplete information, the OPC may re-open the proceedings and, in the worst-case scenario, revoke its approval decision. In addition, the OPC may impose a fine of up to 1% for the provision of inaccurate, misleading or incomplete information. There have not been any cases of these sanctions being applied in practice.
The proceedings consist of three phases:
Phase I
The first phase starts with the submission of the filing by the notifying party. It takes up to 30 calendar days (20 if the concentration is notified in the simplified procedure) and may be extended by up to 15 working days if commitments are offered by either of the parties during phase I. The OPC may request additional information or/and documents from the notifying party, which “stops the clock” – the period from the date of delivery of such request to the date of response is not included in the time limit for issuing the decision.
After filing, the OPC assesses the formal prerequisites of the filing (its completeness) and proceeds to send a notice of initiation of the proceedings to the notifying party. The initiation of proceedings is also published on the OPC’s website and in the Commercial Bulletin. The first phase may result in either:
Phase II
The second phase takes up to five months from the initiation of the proceedings and may be extended by up to 15 working days under the same conditions as phase I.
Phase II consists of deeper investigation, including detailed market surveys, an economic analysis and eventually the negotiation of commitments in order to eliminate the OPC’s concerns about any potential anti-competitive effects of the concentration.
The OPC may decide to approve (eventually with commitments) or prohibit the concentration in the second phase.
Prior to the concentration proceedings, the parties may voluntarily engage in pre-notification contacts with the OPC. The OPC has issued a Notice on pre-notification contacts providing guidance on this initial phase of the process.
It is advisable and encouraged by the OPC to inform the OPC of the intended transaction at an early stage and to engage in pre-notification contacts. The pre-notification involves informal consultations where the OPC commits itself to lead the discussions. The pre-notification phase is of a strictly confidential nature: the information submitted by the undertakings is available solely to the OPC. The OPC usually indicates whether the submission is complete and provides comments on an informal basis.
In the case of “simplified procedure” cases (see 3.11 Accelerated Procedure), the pre-notification discussions may be relatively brief, usually taking approximately one or two weeks. In more complex cases, the pre-notification discussions can take several months.
It is not uncommon for the OPC to send requests for information (RFI) to the parties to the concentration, especially in complex cases. RFIs from the OPC often include dozens of questions and request considerable amounts of data, presenting a non-negligible burden for the parties to the transaction. RFIs may be avoided, at least partially, by engaging in pre-notification discussions with the OPC.
If the OPC sends an RFI to the parties, the “clock stops” – ie, the period from the date of delivery of such request to the date of response is not included in the statutory time limits for issuing a decision in either phase of the proceedings.
The Czech merger control regime provides for an accelerated procedure in the form of a simplified procedure that is applicable to cases that are deemed to have a lower risk of negative impact on competition and thus do not require full scrutiny. The simplified procedure is available in the following two cases:
The OPC has full discretion in requesting a full notification despite the undertakings fulfilling the criteria for this simplified notification.
The OPC employs the SIEC (significant impediment to effective competition) test, similar to the one employed by the European Commission under the EU Merger Regulation. As a result, a concentration will be considered incompatible with the Czech market where it would significantly impede effective competition in the market, in particular (but not exclusively) as a result of the creation or strengthening of a dominant position.
The OPC takes a range of factors into consideration, including efficiencies that may be gained from the merger (efficiency defence) and/or whether one of the parties is likely to fail as an independent business (failing firm defence).
The OPC reviews the market definitions provided by the notifying parties when determining which markets may be affected by the transaction. It also considers alternative markets based on the OPC’s decisional practice, as well as the practice of the European Commission, the EU Courts’ decisional practice and the decisional practice of competition authorities in other EU member states. It takes market reports and the parties’ own internal documents into account. In cases where the market definition is complex, the OPC may ask competitors and customers their views on the relevant market definition.
Special attention is paid to markets where both parties perform economic activity (horizontal overlaps), but vertically connected markets are also closely examined by the OPC.
There is no de minimis rule. In general, competitive concerns are unlikely to arise where the use of the simplified procedure is possible. An affected market exists if the combined horizontal market share reaches 15% or more, or if one of the parties concerned has a market share of at least 25% in a vertically overlapping market.
Besides its own decisions, the OPC generally relies on the European Commission’s decisional practice when defining relevant markets. In cases where there are no decisions of the OPC or the Commission, the OPC takes into account decisions of other member states’ competition authorities, without clear preference for any jurisdiction.
In its assessment of concentrations, the OPC focuses primarily on the following aspects:
Although the notification questionnaire contains a dedicated section in which evidence of efficiencies may be presented, the OPC considers economic efficiencies that may be gained from the merger only in a limited extent.
In any case, the claimed efficiencies must be directly created by the concentration and not achievable through any other, less anti-competitive means. In addition, they must be quantifiable and verifiable to a reasonable degree of certainty and benefit consumers.
When assessing a concentration under the Czech merger control regime, the OPC only considers competition-related issues. The decision of whether a merger should be cleared or prohibited is thus based solely on competition-related questions – primarily the SIEC test. The CCA does not allow the OPC to take any non-competition issues into account.
The Czech FDI regime, effective from May 2021, is separate from the merger control rules (see 9. Foreign Direct Investment/Subsidies Review).
Joint ventures are primarily assessed in the same way as other types of concentrations captured by the merger control regime, primarily by the SIEC test (see 4.1 Substantive Test).
In addition, the OPC may also analyse whether the joint venture gives rise to spillover effects, by enhancing the risk of co-ordination between the parent companies. This applies in cases where both parent companies are active in markets outside the joint venture or operate in the upstream or downstream markets of another parent. The OPC assesses the risk of co-ordination between the parent companies under the provision on anti-competitive agreements between undertakings.
The OPC is able to prohibit a transaction that would result in a substantial distortion of competition in the relevant market by creating or strengthening a dominant position of the undertakings concerned. The OPC does not need an approval from the court or any other body/authority to issue a prohibition decision.
The OPC may also revoke an approval of a transaction if the parties do not comply with the remedies set by the approval decision, and may prohibit a concentration and order a divestment where the concentration has been implemented without prior approval from the OPC.
Parties to a concentration may offer remedies in order to maintain effective competition in cases where the OPC voices its concerns that the transaction may lead to substantial distortion of competition. Remedies may take essentially any form, which means that the remedy may be structural or behavioural in nature, with or without time limitations.
Remedies must be proposed by the parties to the transaction. The OPC may approve a concentration if parties provide evidence to prove that implementation remedies are sufficient to restore or maintain effective competition. In the absence of such evidence, the OPC is not obliged to inquire about the impact of the remedies on the market.
There is no requirement set by law for the parties to the transaction to begin negotiating remedies with the OPC as soon as the first phase of the merger proceeding commences. The distinction between phase I and phase II is diminished in this regard; the parties may negotiate remedies in both phases.
The parties to the transaction under review may offer remedies by submitting commitments to the OPC. The OPC, on the other hand, may lay down the conditions and obligations necessary to fulfil the remedies. Accordingly, the OPC cannot impose remedies that are not agreed by the parties.
The parties may submit commitments at any time during the review process, but no later than 15 days after receiving the OPC’s statement of objections. A proposal submitted later may only be taken into account in special cases. If parties offer remedies either in the first 30 days of the proceedings or in the second phase, the OPC will extend the deadline by 15 working days.
The parties may complete a transaction when remedies are approved by the OPC and made binding in its final decision. The condition and timing for both structural and behavioural remedies are highly individual and vary case-by-case – the regulatory framework does not set any deadlines.
The implementation of remedies is then subject to ex post review. If the remedies are implemented after a deadline set by the decision or not implemented at all, the OPC may impose a fine of up to 1% of the undertaking’s turnover or withdraw the merger approval decision.
Parties receive a formal decision permitting or prohibiting a transaction, while the OPC publishes a press release informing about the result of the merger proceedings on its website. Additionally, with some delay caused by confidentiality claims of the parties, the OPC publishes a non-confidential version of the decision on its website. This takes usually approximately one month.
It is very rare for the OPC to prohibit transactions. Decisions requiring remedies occur but not frequently. No significant disparity can be observed between commitments required in local as opposed to foreign-to-foreign transactions.
In line with EU competition law, ancillary restraints are considered to be an inherent part of concentrations and, therefore, are not subject to separate scrutiny. However, restrictions that go beyond what may be considered ancillary may fall under the general prohibition on anti-competitive agreements. Ancillary restraints are notified to the OPC as part of the filing of the transaction. Accordingly, separate notifications are not possible.
Third parties may get involved in the merger control process in various ways. In particular, competitors may file objections against a concentration, which the OPC is obliged to address in its final decision. Historically, competitors who adopted an active approach in the proceeding through substantiated objections were given grounds to appeal against the OPC’s first-instance decision. This practice was later abandoned.
Customers may be involved by the OPC through an RFI or a market survey. The OPC takes these documents into account, particularly when defining relevant markets and assessing demand substitution.
The OPC usually contacts third parties in more complex merger proceedings, especially those assessed in phase II investigations. It is rather uncommon for the OPC to reach out to third parties in simplified proceedings. The OPC does so by a way of written questionnaires – it sends RFIs to the competitors, but it may also contact suppliers, customers or consumer organisations.
The OPC only publishes a notice upon receiving a proposal of a merger and information whether a simplified procedure would be used or not. The notice includes the names of the parties and basic information about the area in which they operate, the form of control acquired and an invitation for third parties to submit their comments. More detailed information is available to the public as part of a non-confidential version of the decision, which is made available on the OPC’s website after the decision is issued and the parties redact their business secrets.
The OPC is a member of the European Competition Network (ECN). The competition authorities co-operate through the ECN and the associated EU Merger Working Group, especially in merger reviews of multi-jurisdictional mergers.
The OPC does not have to seek parties’ permission to share information with other jurisdictions after the filing is made. Within the pre-notification procedure, on the other hand, the OPC seeks parties’ permission to share information with other jurisdictions in transactions concerning multiple member states.
If a decision prohibiting a concentration is issued, parties can appeal to the chairperson of the OPC. In second instance, the appeal is reviewed and decided upon by the chairperson of the OPC. If the first instance decision is confirmed by the chairperson, the parties may bring an administrative action against the chairperson’s decision before the Regional Court in Brno.
Once a decision is issued and delivered, the parties (usually the acquirer) may lodge an appeal against the decision within 15 days. The appeal has a suspensory effect. Following the chairperson’s decision, the parties have two months to file an action with the Regional Court in Brno.
Historically, the case law of Czech courts allowed third parties to appeal a first-instance decision if the appellant was active in the proceeding before the OPC through well-founded objections. However, this case law was overturned by a judgment of the Supreme Administrative Court on the grounds of endangering legal certainty of the parties to the concentration.
It follows that, under Czech case law, only parties to the proceedings may appeal a clearance decision.
Czech FDI Screening Regime
The Czech FDI screening regime was established in 2021 with the adoption of the FDI Act. Foreign investments meeting the criteria set out by the FDI Act must be notified and approved by the Ministry for Industry and Trade (MIT). Similar to merger control, the standstill obligation applies until the investment is approved by the MIT.
Under the FDI Act, a foreign investor is a person who:
The entry of a foreign investor into a targeted business that enables the investor to exercise effective control over the target’s economic activity (eg, 10% of voting rights, influence on appointing decision-making bodies or even appointment of the investor into such body) falls within the scope of the FDI regime.
Notification is mandatory if the target is active in the areas of military material, critical infrastructure, information and communication systems of critical infrastructure and/or dual use items and areas of importance for maintaining the security of the Czech Republic. A consultation is mandatory if the target holds a licence for nationwide radio or television broadcasting, or publishes periodicals with a combined average daily print run of at least 100,000 copies.
Moreover, the FDI Act grants the MIT the power to open an investigation into any foreign investment (regardless of the sector/activities of the target) within five years after its completion if the MIT has concerns that the investment may pose a risk to national security. The risk of the MIT opening the investigation ex officio may be avoided by approaching the MIT voluntarily via a formal consultation. As part of the consultation process, the investment is notified using a simplified form. If no concerns about the security and/or public order are raised after the review, the MIT issues a comfort letter stating that it will not open an ex officio investigation into the investment in the future.
In March 2025, the Czech Government issued a resolution instructing the MIT to prohibit Emposat, a Chinese company, from continuing its investment in the Czech Republic. The investment involved the operation of a satellite ground station equipped with a 7.3-meter parabolic antenna in Vlkoš, South Moravia, which the government concluded posed a threat to national security or public order. This is the very first case resulting in a prohibition since the FDI Act entered into force.
Foreign Subsidies
As the Czech Republic is an EU member state, the newly adopted Foreign Subsidy Regulation applies.
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office@havelpartners.cz www.havelpartners.czIntroduction
For over two decades, the Czech merger control regime has been considered as one of the more predictable and business-friendly systems in the EU. The framework, governed purely by turnover-based notification thresholds and a clear definition of concentrations, has provided a stable legal environment for domestic and international investors alike.
However, the legislative calm has given way to a comprehensive reform of the Czech merger control regime, which is now underway. The Czech Office for the Protection of Competition (CCA) proposes to revise its merger control regime. The revision may bring the most significant changes since 2001 and, if adopted, could align the Czech Republic’s enforcement tools more closely with those used in Germany and Austria, potentially even exceeding them in certain respects.
The proposed changes are not occurring in a vacuum. They are a response to evolving economic realities, such as the rise of digital markets, complex investment structures, and the growing importance of national security and strategic assets. At the same time, the CCA seeks to align its powers with emerging European trends and extend its oversight to cases that, while falling below traditional thresholds, may still pose competition or public interest concerns. As a result, merger control in the Czech Republic may no longer be reserved for the largest market players. Companies of all sizes, including start-ups and investors, should begin preparing for a new era of scrutiny.
Overview of the Amendment and Public Consultation
In 2024, the CCA launched an extensive public consultation regarding the proposed amendment to the Act on the Protection of Competition and related legislation. The aim of the consultation was to gather feedback from experts, businesses, and stakeholders on the planned changes, which were designed to address current economic and legal challenges.
The primary drivers behind the reform include the need to better respond to increasing market concentration, the growing complexity of transactions, and the alignment of Czech legislation with European trends, particularly drawing on practices from Germany and Austria. The reform focuses on expanding the CCA’s investigative and control powers, introducing new institutional tools, and strengthening the sanctioning framework.
The consultation highlighted several frequently discussed points of the reform, including:
Feedback from the consultation revealed significant concerns among businesses and legal professionals regarding legal certainty, predictability, and the balance between effective competition enforcement and rule of law principles. Many participants stressed the importance of clear rules, transparent criteria, and safeguards against potential misuse of the proposed expanded powers.
A key reform element in the merger department is the introduction of a call-in mechanism, allowing the Czech competition authority to review mergers below current notification thresholds if there is a justified concern regarding their impact on competition. This departs from the purely turnover-based system, enabling scrutiny of transactions with little or no Czech turnover due to strategic or market-based concerns.
Inspired by similar mechanisms in Germany and Austria, primarily used to address “killer acquisitions” in digital and pharma sectors, the Czech proposal extends this discretionary power broadly, raising concerns over legal certainty for businesses. While offering enforcement flexibility, the call-in model also introduces uncertainty for businesses, which may be unsure if transactions will be reviewed later, thereby risking deal delays and deterrence of investment. The current vague definition of call-in criteria leaves room for interpretation, highlighting the need for clearer guidance and safeguards.
Rethinking Notification Thresholds
The Czech merger control regime has long relied on a simple turnover-based system to determine whether a transaction is notifiable. This model, based on the domestic revenue of the merging parties, has provided a high degree of legal certainty and administrative efficiency.
The proposed reforms challenge this foundation. By introducing a parallel discretionary regime, the CCA will be able to intervene in transactions that fall below the existing financial thresholds. While the turnover-based rules would formally remain in place, their exclusivity would be effectively diluted.
This dual structure raises immediate concerns. Companies may find it difficult to assess in advance whether their transaction will be subject to merger control and whether they may be exposed to post-closing enforcement.
Start-ups and strategic relevance
One of the stated aims of the reform is to capture transactions with strategic relevance but limited turnover. This may include acquisitions of early-stage technology companies or deals involving valuable data assets.
Start-ups and innovative companies, in particular, may unexpectedly fall under the scope of the new rules. Although the goal is to prevent damaging market concentrations, there is a risk that the reform could discourage investment in small, high-potential firms, especially when the extent of regulatory scrutiny remains uncertain.
Private equity funds and venture capital investors may also be affected, as they increasingly engage in transactions that carry structural significance but generate little revenue in the Czech market.
In their responses to the public consultation, legal professionals and business representatives strongly emphasised the importance of predictability and legal certainty. While few questioned the goal of strengthening merger oversight, many warned against creating a regime where the boundaries of enforcement are undefined.
To address these issues, the most common recommendations included:
Whether these safeguards will be incorporated into the final legislation remains uncertain. Without them, the CCA’s broadened powers may introduce significant friction into the M&A landscape, particularly for smaller players unfamiliar with regulatory expectations.
Revisiting the Notion of “Concentration”
Alongside procedural reform, the CCA is also re-evaluating the substantive scope of what qualifies as a concentration under Czech law. This reconsideration is crucial, as it determines which transactions fall under the merger control jurisdiction.
Traditionally, the notion of concentration has centred on full mergers, acquisitions of control, and the creation of full-function joint ventures. The proposed reform aims to expand and clarify this scope, particularly in relation to non-structural, hybrid and serial transactions.
The CCA has indicated that certain joint ventures and platform arrangements, previously considered outside its remit, may fall within reviewable territory in the future.
While this aligns with developments in the EU, the proposed Czech approach remains less clearly defined. Without a structured framework, parties may struggle to determine whether their transaction amounts to a concentration or triggers competition law concerns under a different legal theory.
However, the evolving interpretation of concentration raises a broader issue: the blurring of lines between merger control and behavioural enforcement. As the CCA moves towards capturing more transaction types under merger rules, there is a risk of overlap with Article 101 TFEU enforcement, especially in cases involving joint ventures or co-operation agreements. This raises questions regarding the ne bis in idem principle.
That is why stakeholders have called for greater clarity on how the authority intends to distinguish between these categories, and whether duplicative review under different legal theories may become more common.
Ultimately, businesses may need to rethink how they structure deals, particularly where partial acquisitions or co-operative strategies are involved. Greater emphasis will likely be placed on transactional documentation, and early-stage regulatory self-assessments.
Institutional and Procedural Reform
A key objective of the proposed reform is to enhance the institutional capacity and procedural flexibility of the CCA. In recent years, the CCA has expressed frustration with legal constraints that prevent it from reviewing potentially harmful concentrations, particularly those falling below current thresholds or involving novel deal structures.
To address these concerns, the reform proposes significantly broader powers for the CCA. These include the ability to initiate reviews motu proprio, extend deadlines and request additional information, even in cases where no formal notification was filed. The aim is to allow the CCA to intervene earlier, more decisively, and with fewer procedural obstacles. However, this raises new questions about the balance between enforcement effectiveness and legal certainty for businesses.
In addition, the CCA will gain enhanced powers to request internal documents, economic data and market information from the parties and third parties alike. Non-compliance may lead to fines or procedural sanctions, further increasing the administrative burden on merging entities.
While most stakeholders support giving the CCA tools to tackle complex or stealthy transactions, there is growing concern about the scope and safeguards associated with these new powers.
Respondents to the public consultation have recommended that the final legislation include:
Unless properly framed, the expanded procedural powers risk not only deterring anti-competitive mergers but also discouraging legitimate, efficiency-enhancing transactions. Balancing agility and accountability will be critical as the Czech merger control regime enters this new phase.
The Round Table on the Merger Rules
At the end of 2024, following the conclusion of the public consultation, the CCA convened a round table with stakeholders to present the results of the consultation and outline its future approach to specific issues under the merger control regime.
One of the key messages was the CCA’s intention to apply greater pressure on undertakings to engage in the pre-notification process. Currently, only approximately 45% of transactions make use of this informal mechanism. To encourage broader uptake, the CCA intends to offer certain procedural advantages for pre-notified transactions, including expedited decisions, informal feedback on missing information, and ongoing informal communication about the status of the review.
Conversely, transactions that are not pre-notified will be subject to closer scrutiny, particularly regarding the completeness of their submissions. The CCA signalled that it will actively use its power to reject incomplete filings, effectively declining to initiate administrative proceedings in such cases, as permitted by current legislation. Should omissions be identified during the course of the review, the CCA will issue a formal request for information, thereby stopping the review clock. In practice, this means that pre-notification is likely to save time and secure more favourable procedural treatment than in the past.
A substantial part of the discussion focused on serial transactions. While the CCA does not intend to advocate for legislative amendments in this area, it will closely monitor such transactions and fully utilise its existing call-in powers. Therefore, any long-term investment strategies, including market consolidation through the acquisition of smaller undertakings, will require prior rigorous self-assessment.
Regarding the call-in mechanism, the CCA clarified that its use will be reserved for exceptional cases. The objective is not to dramatically increase the number of formal merger reviews but to prompt more informal discussions and requests for comfort letters. The call-in tool will be especially relevant for smaller or niche markets, where seemingly insignificant turnover may nevertheless confer substantial market power. Because such transactions may fall outside the turnover-based jurisdictional thresholds, the call-in mechanism will serve as an important safeguard.
The CCA also stated that no new notification criteria will be introduced. However, there was internal disagreement regarding whether the current thresholds should be amended. Some CCA representatives supported revising the thresholds, while others favoured maintaining the status quo.
Interestingly, the market share thresholds for the simplified procedure are likely to be increased, thereby broadening the range of transactions eligible for it. At the same time, the CCA will apply greater scrutiny in determining whether a transaction qualifies for simplified procedure. To this end, notifying parties will be required to provide more rigorous market share analyses, including assessments based on alternative definitions of the relevant market.
Lastly, the CCA confirmed plans to revise the notification questionnaire. These changes are expected to be largely cosmetic. For instance, the CCA will no longer request fax numbers, company-by-company turnover breakdowns, or extended historical data on public funding. These adjustments, while welcome, do not appear to have a material impact on the overall notification burden.
Market Voices: Broad Support, Specific Concerns
The CCA’s public consultation on the proposed merger control reform prompted strong and varied reactions from the legal, business and academic communities.
While most stakeholders recognised the need to modernise the existing regime and equip the CCA with tools to address increasingly complex transactions, they simultaneously voiced serious concerns regarding legal certainty, institutional discretion and proportionality.
The business community, in particular, stressed the risk that expanded enforcement powers and unclear notification rules could increase transaction costs, deter investment, and place an undue compliance burden on smaller undertakings.
A recurring theme among consultation responses was the demand for clearer rules and safeguards. Stakeholders highlighted that many of the newly proposed concepts, such as the call-in mechanism, expanded control definitions, and personal liability, would require detailed secondary legislation or guidelines to ensure consistent and transparent application.
Specific requests included a framework of risk indicators for potential call-in cases and mechanisms for informal pre-notification consultation.
Without these clarifications, stakeholders fear that the new system may become unpredictable and administratively burdensome, particularly for cross-border deals involving multiple competition regimes.
Also worth noting, though not directly related to merger control, is the proposed introduction of personal liability for individuals involved in competition law infringements. Historically, enforcement in Czechia has focused solely on undertakings as entities responsible for anti-competitive conduct. The reform would empower the CCA to impose fines directly on natural persons, such as executives and board members. This would align Czech practice with jurisdictions such as Germany and the United Kingdom, where individual sanctions serve as a key deterrent. However, many stakeholders expressed concern over the introduction of this concept into Czech law, citing numerous unresolved issues. These include the interplay with leniency programme, the potential violation of the ne bis in idem principle, particularly as certain competition infringements such as bid rigging also constitute criminal offences in Czechia, and questions related to the nemo tenetur principle and fines for non-compliance with the CCA’s requests.
While the CCA acknowledged the broad input received during the consultation, it has yet to publish a revised draft reflecting these contributions. As a result, many key questions remain open, including the precise scope of individual liability and the conditions under which transactions may be retrospectively investigated.
Some observers have also raised concerns that the CCA’s expanded discretion might exceed constitutional limits, particularly with respect to privacy rights, property rights and due process. These issues could delay the legislative process or lead to court challenges after the law is enacted.
Nevertheless, the consultation marked a constructive step in the reform process. It revealed a willingness by both the CCA and market actors to engage in open dialogue, and highlighted the critical importance of balancing enforcement power with legal predictability.
Conclusion: Future Outlook
The ongoing reform of the Czech merger control regime signals a clear shift towards a more assertive, flexible, and powerful competition authority. While the legislative process continues to unfold amidst political and constitutional discussions, the core elements, such as the call-in mechanism, broadened definitions of concentration and individual liability are expected to remain central, albeit with potential procedural safeguards.
A general election is scheduled to take place in Czechia in October 2025, and it is increasingly unlikely that the current legislature will be able to pass the reform bill before its term ends. Nevertheless, no major political party has expressed opposition to the proposed reform. Competition law remains a largely apolitical issue in Czechia, with antitrust legislation typically attracting minimal public attention. As such, even in the event of a political shift following the election, significant changes to the substance of the reform are unlikely.
The reform will have strategic implications for businesses and legal advisors operating in the Czech market, especially those involved in cross-border deals, innovation sectors, and private equity. Preparing for greater regulatory scrutiny and complexity will require robust compliance frameworks, enhanced documentation practices, and proactive engagement with the CCA to manage emerging risks effectively.
Beyond the technical changes, the reform reflects a broader cultural evolution in competition enforcement, where merger control is no longer just about market transactions but also about protecting national interests, data security and economic resilience. The era of predictable, low-friction merger reviews in the Czech Republic seems to be coming to an end. Stakeholders must now embrace a new paradigm of closer regulatory interaction, heightened compliance awareness, and agile strategic planning to successfully navigate the newly emerging dynamic environment.
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