Czech Supreme Court: Does Transfer of Part of a Business Require General Meeting Approval?
The Czech Supreme Court commented on certain aspects of business transfer in its Judgment File No. 27 Cdo 2645/2018 dated 29 May 2019. The term “part of a business” as used in Section 190 (2)(i) of the Business Corporations Act means an independent organizational unit of a business (i.e., not any factually important section of […]
Czech Supreme Court: Landlords Must Inform Tenants of Their Rights to Have Lease Terminations Reviewed by Courts and to File Opposition Against Such Termination
In its Judgment File No. 26 Cdo 2199/2018, dated 18 March 2019, the Czech Supreme Court commented on two duties in the field of residential leases deriving from Act no. 89/2012 Coll., Civil Code (hereinafter “CC”). Under CC Section 2286(2), if a landlord terminates a lease by notice, the landlord must inform the tenant of […]
Supreme Court: Simulated Share Transfer Agreement
In Decision File No. 27 Cdo 2808/2017, dated 26 March 2019, the Czech Supreme Court admitted it was possible for a contract to be deemed concealed by a simulated contract, even if both contracts are of the same type, as long as the terms of the contracts were different. The case concerned the validity of […]
European Parliament: Internet Copyright Reform
On 26 March 2019, the European Parliament passed, in the first reading, the proposed Directive on Copyright in the Digital Single Market (DSM Directive), the goal of which is to respond to the development and changes of digital technologies, which bring new (cross-border) ways to use works and which make it difficult for copyright holders […]
Achour & Partners Advised a Major Territorial Self-governing Unit on the “Press Act”
The advice given was especially concerned with the scope of duties that a territorial self-governing unit has as a publisher of periodicals to provide sufficient space for notices and responses to notices expressing the opinions of members of assembly of said unit. This was regarding such unit as per Section 4(a) of Act No. 46/2000 […]
Dissolution of a Business Corporation Due to Antagonism Between Shareholders
According to the Czech Supreme Court, Decision File No. 27 Cdo 3081/2017, dated 28 March 2019, if a general meeting of shareholders of a limited liability company is unable to adopt any resolutions as a result of disturbed relations among shareholders, this normally constitutes grounds for dissolution of the company and its liquidation under Section […]
Supreme Court: An Excessive Contractual Penalty Cannot Invalidate Legal Acts on Its Own.
The Supreme Court in its Decision File No. 33 Cdo 5377/2017 dealt with the assessment of the invalidity of legal acts under the former legislation on business law. The Supreme Court concluded that for a legal act that is manifestly against good morals under provision § 588 Act Mo. 89/2012 Sb., Civil Code, a contractual […]
The Constitutional Court ruled on the Consequences of Violating Non-compete Clauses (Decision File No. II. ÚS 3101/18, 2 May 2019)
In its Decision File No. II. ÚS 3101/18, dated 2 May 2019, the Constitutional Court ruled that the entitlement to be paid a contractual penalty by a former employee who signed a non-compete clause results from the breach of duty on the part of the former employee. The duration of new employment or the issue […]
A Breakthrough Decision of the Superior Court in Prague on the Invalidity of Shareholder Agreements by Which Certain Shareholders Aim to Ensure Appointed Directors Follow Their Instructions when Managing a Company
The Superior Court in Prague, acting as a court of appeal, in its decision file no. 14 Cmo 23/2018, ruled that provisions of shareholder agreements in which shareholders aim to ensure appointed directors follow the shareholders’ instructions when managing the company are invalid. Wordings of shareholder agreements and voting agreements that shareholders utilize to try […]
Interpreting the Actual Intentions of Parties to a Legal Transaction According to the Supreme Court
In its decision file no. 20 Cdo 196/2019 dated 27/02/2019, the Supreme Court of the Czech Republic commented on the issue of intentions of actors, i.e., parties to a legal transaction. According to the Supreme Court, unlike the rules specified by the old Civil Code, the legal standards applicable from 01/01/2014 disregard the formal point […]