Act No. 420 / 2009 Coll.
Act amending Act No. 513 / 1991 Coll., Commercial Code, as amended, and other related laws
Valid
Law
Effective from 01.12.2009
420
THE LAW
of 5 November 2009
amending Act No. 513 / 1991 Coll., Commercial Code, as amended, and other related laws
Parliament has decided on this law of the Czech Republic:
Amendment to the Capital Market Enterprise Act
Act No. 256 / 2004 Coll., on capital market business, as amended by Act No. 635 / 2004 Coll., Act No. 179 / 2005 Coll., Act No. 377 / 2005 Coll., Act No. 56 / 2006 Coll., Act No. 57 / 2006 Coll., Act No. 62 / 2006 Coll., Act No. 70 / 2006 Coll., Act No. 159 / 2006 Coll., Act No. 120 / 2007 Coll., Act No. 296 / 2007 Coll., Act No. 29 / 2008 Coll., Act No. 223 / 2009 Coll., Act No. 227 / 2009 Coll., Act No. 230 / 2009 Coll., Act No. 216 / 2008 Coll., Act No. 230 / 2008 Coll.
1. In the first sentence of Article 10d (3), the words "nevertheless' shall be inserted after the words" the application '.
2. In Article 36h (3), the words "securities (the official market) 'are deleted.
3. in Paragraph 97 (1), point (e) shall be deleted;
Point (f) shall be renumbered as point (e).
4. In Paragraph 97 (2), the second sentence is deleted.
5. In Article 113 (8), "(c) to (f) 'is replaced by" (c) to (e)';
6. in Article 118 (4), the words "such information shall be included in the annual report or consolidated annual report as part of a separate part of which it shall include the information referred to in (j)" shall be inserted at the end of the text (c) and (e).
7. In Article 118 (5), in the introductory part of the text, the words "in the separate part to which the issuer integrates the information referred to in paragraph 4 (j) shall be inserted after the words" must "; '
8. in Paragraph 118 (5) (a), the word "accepted" is replaced by the word "not accepted."
9. In Article 120, the sentence "The issuer referred to in Article 118 (1) (a) shall be added at the end of paragraph 4, to ensure the possibility of notifying the granting of a mandate for representation at the general meeting or similar assembly of securities owners, as well as its appeal by the principal, by electronic means. '.
10. § 120a and 120b read:
(1) In addition to the requirements laid down by the Commercial Code or comparable requirements of foreign law, in the case of an issuer pursuant to Article 118 (1) (a), an invitation to a general meeting or similar assembly of holders of securities representing a share of the issuer or notice of the holding of a general meeting or similar assembly of securities representing a share of the issuer
(a) an indication of the rights of the holder of the security relating to participation in the general meeting or similar assembly of holders of securities representing a share in the issuer and an indication of the total number of shares and securities representing a share in the issuer and the voting rights attached thereto;
(b) a clear and specific description of how to participate, including on the basis of power of attorney, general meeting or similar assembly of holders of securities representing a share in the issuer, and how to vote at the general meeting or similar assembly of holders of securities representing a share in the issuer, including information on:
1. the right to apply proposals and counterproposals on proposals the content of which is indicated in the invitation to the general meeting or similar assembly of securities holders representing a share in the issuer or in the notice of the holding of the general meeting or similar assembly of securities holders representing a share in the issuer;
2. the right to request the inclusion of a designated item on the agenda of a general meeting or similar assembly of securities holders representing a share of the issuer and the time limits related to the exercise of that right; where information on this right is provided in a way that allows remote access, the invitation or notification shall be sufficient to include information on the time limits related to the exercise of that right and a reference to the issuer's internet address, including the information where the relevant information can be found on it;
3. the manner in which the issuer receives, by means of an electronic means, a communication on the granting of a mandate to represent the holder of the security at the general meeting or a similar assembly of securities holders representing a share of the issuer;
4. the method and procedure for correspondent voting or voting by electronic means, where the issuer allows such voting;
(c) details of the method and place of receipt of the documents referred to in Article 120b (1);
(d) a reference to the issuer's internet address, including the information on which the information referred to in Article 120b (1) may be found.
(2) Where a general meeting or similar meeting of securities holders representing a share of an issuer referred to in Article 118 (1) (a) is to be on the agenda of a decision to pay a security return or other cash performance associated with a security, that issuer shall publish, together with a notice of the holding of a general meeting or similar meeting of securities holders representing a share of the issuer, or send to securities holders together with an invitation to a general meeting or similar meeting of securities owners representing a share of the issuer, the proposed schedule of payments or other cash transactions and the details of the financial institution through which they pay returns or other cash transactions. In the same way, the issuer shall inform the owner of the security or his agent without undue delay of the outcome of the general meeting or similar meeting of the securities holders representing a share of the issuer.
(3) Where a general meeting or similar meeting of holders of securities representing a share in an issuer referred to in Article 118 (1) (a) is to be on the agenda of a decision to increase or reduce capital, to split securities, to merge more securities into one or to change the form or type of security, it shall, together with a notice of the holding of the general meeting or a similar meeting of owners representing a share of the issuer, publish, together with an invitation to the general meeting or similar assembly of securities representing a share of the issuer, information on the impact of such decision on the rights of the owner. In the same way, the issuer shall inform the holder of the security or his agent without undue delay of the outcome of the general meeting or similar meeting of the securities holders representing a share of the issuer at that point in the hearing.
(4) Where an increase or reduction in the capital is decided by the statutory authority on the basis of a mandate of the general meeting or similar assembly of holders of securities representing a share in the issuer, paragraph 3 shall apply mutatis mutandis.
(1) The issuer shall, in accordance with Article 118 (1) (a), be required to publish at the latest the date of publication of the notice of the holding of the general meeting or similar meeting of the holders of securities representing a share of the issuer or the date on which the invitation to the general meeting or similar meeting of the holders representing a share of the issuer is sent to the public:
(a) such notification or invitation;
(b) any document relating to the agenda of the general meeting or similar assembly of securities holders representing a share of the issuer; the document need not be published in whole or in part if the careful business discretion indicates that its disclosure could cause harm to the issuer, or is, in the case of information contained in the document, internal information or information which is the subject of the issuer's business secrets or classified information under another legislation; whether such information is concerned, the statutory authority of the issuer shall decide:
(c) a form by which correspondence or electronic voting may be carried out;
(d) the draft resolution of the general meeting or similar assembly of securities owners representing a share in the issuer, or the opinion of the statutory body of the issuer on each item of the proposed agenda of the general meeting or similar assembly of securities holders representing a share in the issuer;
(e) the written text of the draft or counterclaim submitted by the shareholder or the owner of the security representing a share in the issuer on the proposals the content of which is indicated in the invitation to the general meeting or similar assembly of securities holders representing a share in the issuer or in the notice of the holding of the general meeting or similar assembly of securities holders representing a share in the issuer; and
(f) the total number of shares and securities representing a share in the issuer issued on the date of publication of the notice or of the invitation, as well as the total number of votes attached thereto; where the issuer has issued different types of shares and securities representing a share in the issuer, that information shall be provided separately for each type of share and security representing a share in the issuer.
(2) An issuer pursuant to Article 118 (1) (a) shall publish, within 15 days of the date on which the general meeting or similar meeting of holders of securities representing a share of the issuer takes place, information on:
(a) the number of votes cast on each application, the number of shares and securities representing a share in the issuer to which those votes are associated and the amount of the share in the capital or voting rights of the issuer represented by those shares and those securities representing a share in the issuer; and
(b) the total number of votes in force for the proposal, against the proposal and against the number of votes in respect of which the voting person abstained.
(3) The issuer shall make the documents referred to in paragraph 1 available to the holders of securities representing a share of the issuer and publish the data referred to in paragraph 2 at all times.
(a) also on the website; and
(b) in a manner which is reasonably expected to be known to the public in the European Union; the issuer's obligation to publish a notice or invitation in the manner specified in the Commercial Code is not affected. ';
11. the following Article 120c is inserted after Article 120b:
(1) In the manner in which the issuer referred to in Article 118 (1) (b) publishes a notice of the holding of a bond-holder meeting or convenes a similar meeting of securities owners representing the right to repayment, publish or forward, without undue delay, information on the exercise of the right arising from the ownership of such a security, the payment of income, subscription, cancellation or redemption of such security. This shall be without prejudice to the requirements laid down by another legislation on a document calling a meeting of bondholders or to comparable requirements of a foreign law for a document calling a meeting of owners of securities representing the right to repayment of the amount due.
(2) Where only the holders of an investment security referred to in Article 118 (1) (b), whose nominal value at the date of issue corresponds to at least EUR 50 000 at the date of issue, are to participate in meetings of holders of securities representing the right to repayment of the amount due, such meetings may take place in any Member State of the European Union provided that the necessary information and conditions for that owner to exercise his rights are ensured in that Member State of the European Union. ';
12. in Articles 127 (1) and 162 (7), "120b" is replaced by "120c";
13. In Article 127, the words "as well as the information referred to in Article 120b (1) and (2) shall be added at the end of the text of paragraph 1 in so far as it does not correspond to the information required under the first or second sentence '.
14. in § 127d (1), "to 120b" is replaced by "§ 120a (1) (a), § 120a (2) or (3), § 120c."
15. at the end of paragraph 1, the sentence "Where an obligation to which a derogation is to be granted is comparable to that laid down in Sections 118 to 119b, 120, 120a (1) (a), 120a (2) or (3), 120c or 122 (15) or 16 shall be added to the obligation laid down in Sections 118 to 119b, 120, 120a (1) (a), 120a (3), 120c or 122 (15) or 16, following the law of the European Communities."
16. in Article 127d (2), including footnotes 17b and 17c:
"(2) The conditions in which the principles of accounting resulting from the legal order of the State in which the issuer referred to in paragraph 1 has its registered office are comparable to international accounting standards 17b) as well as cases in which such principles can be considered comparable to international accounting standards are defined by the directly applicable regulation of the European Communities implementing Directive of the European Parliament and of the Council amending the prospectus and Directive of the European Parliament and of the Council regulating transparency requirements relating to issuer information 17c).
(17b) Commission Regulation (EC) No 1126 / 2008.
(17c) Commission Regulation (EC) No 1569 / 2007 of 21 December 2007 establishing a mechanism for determining the equivalence of accounting standards applied by third country issuers of securities in accordance with Directives 2003 / 71 / EC and 2004 / 109 / EC of the European Parliament and of the Council. ';
17. in Article 162 (6), the following point (a) is inserted:
"(a) shall not ensure the possibility of notifying the grant and withdrawal of the power of attorney by electronic means pursuant to Article 120 (4),";
Points (a) to (c) shall be renumbered (b) to (d).
18. in Article 162 (6), the word "or" shall be deleted at the end of (c) and the dot shall be replaced by a comma and the following points (e) to (g) shall be added:
"(e) contrary to Article 120b (1), they shall not publish the documents referred to in Article 120b (1) (a) to (f);
(f) in breach of Article 120b (2), they shall not disclose the information referred to in Article 120b (2) (a) and (b); or
(g) in contravention of Article 120b (3), it shall not publish the documents referred to in Article 120b (1) or the information referred to in Article 120b (2) in a manner which allows remote access. ";
19. in § 199 (2), the words "§ 127d (1)" shall be inserted after the words "§ 127 (3)."
20. In Section 202, paragraph 11 is added:
"(11) Where the Securities Centre is referred to in paragraph 1 (b), the provisions of Act No. 591 / 1992 Coll., on Securities, as amended by 30 April 2004, shall not apply to the registration of the suspension of the exercise of the security right at the order of the issuer. ';
Transitional provision
The provisions of Act No. 256 / 2004 Coll., on entrepreneurship on the capital market, as effective from the date of entry into force of the Act, governing the annual report and the consolidated annual report shall apply for the first time during the accounting year closest to the accounting year in which the Act takes effect.
Amendment of the Takeover Offers Act
Act No. 104 / 2008 Coll., on takeover offers and amending certain other laws (Law on takeover offers), as amended by Act No. 281 / 2009 Coll., is amended as follows:
1. In Paragraph 2 (1), the words "or following the control of the target company 'are replaced by the words" or to which they fulfil their obligations under this Act'.
2. In Article 11 (3), the word "working 'shall be inserted after the words" at least 2'.
3. In Article 13 (1), the words "or from the service of its amendment or addition 'shall be inserted after the words" pursuant to Article 12 (1)'.
4. In Paragraph 13 (1), the sentence "A tender document may be published before the expiry of a period of 15 working days if the Czech National Bank notifies the applicant in writing that it has not found the grounds for prohibiting its publication."
5. In Article 17 (3), the second sentence is deleted.
6. In Paragraph 18 (2), the words "the obliged person or the person with him 'are replaced by the words" the applicant or the person with him'.
7. In Article 23 (4), the second sentence is replaced by the following: "In the event that the change in the takeover offer referred to in paragraph 1 results in an extension of the commitment period of the takeover offer, the total commitment period of the bid may be extended by a maximum of 2 weeks, unless the Czech National Bank approves a longer extension of the commitment period."
8. In Paragraph 30 (3), the words "contrary to the prohibition laid down in paragraph 1 or" shall be inserted after the words "acquire the participating securities by transfer."
9. In Paragraph 35 (2), the words "42 (1), (1), (2) shall be inserted after the words" Paragraph 40, (41). "
10. in Paragraph 39 (1) (b), the words "under special legislation" shall be deleted;
11. in Article 39 (1) (g), the words "existing" shall be inserted after the word "existing"; the words "new" shall be inserted after the word "fulfilled"; the words "simultaneously" shall be inserted after the word "met."
12. in Article 42 (2), the words "or its amendment" shall be inserted after the words "since the submission of the proposal."
13. In Paragraph 42, the following paragraph 5 is added:
"(5) In the event that the obliged person or the cooperating person acquires, from the time of the opening of the bidding obligation until the time of publication of the tender, the participating securities subject to the offer of take-over under more favourable conditions than those specified in the offer of take-over, Paragraph 18 (2) shall apply mutatis mutandis. ';
14. In Article 44 (3), the third sentence is replaced by the following: "By issuing an invitation to submit an expert opinion in accordance with the first sentence, the period referred to in Article 42 (2) shall be interrupted and, after the expiry of the period laid down for the submission of an expert opinion or upon its delivery, the period referred to in Article 42 (2) shall be suspended from the beginning."
15. in Paragraph 44 (4):
"(4) If the applicant fails to provide an expert opinion within the time limit set in the invitation of the Czech National Bank pursuant to paragraph 3, the Czech National Bank may establish an expert's resolution to prepare an expert opinion to demonstrate the proportionality of the remuneration; paragraph 3, second sentence shall apply mutatis mutandis. ';
16. In Paragraph 44, paragraphs 5 to 7 are added:
"(5) If there are reasonable doubts as to the conclusions of the expert opinion referred to in paragraph 3 or 4, the Czech National Bank shall ask the expert for clarification and, if the doubts are not remedied, may, by its resolution, appoint another expert to prepare another expert opinion; paragraph 3, second sentence shall apply mutatis mutandis.
(6) The remuneration and reimbursement of the costs of the expert established by the Czech National Bank pursuant to paragraph 4 or 5 shall be borne by the applicant. The period for processing this expert opinion shall not exceed 60 days. The Czech National Bank shall inform the applicant of the provisions of the expert without undue delay.
(7) The time limit referred to in Article 42 (2) shall be suspended by issuing an order on the provisions of the expert referred to in paragraph 4 or 5, after the expert's opinion has been received. ';
17. in Paragraph 50 (1), "after the words" to the owner shall be "shall be deleted.
18. In Article 52, "§ 50 (3) and (4) 'is replaced by" § 50 (3), first sentence and § 50 (4)';
19. Paragraph 54 (2) reads:
"(2) A participant in administrative proceedings prohibiting the publication of a takeover offer, an application for authorisation to publish a tender document, amendments to the takeover offer and an extension of the period of commitment of the takeover offer shall be made only by the applicant. ';
20. in Paragraph 54 (3), the word "final" shall be deleted;
21. In Article 56 (3), the part of the sentence after the semicolon is replaced by the words "after the deadline specified in the call for the correction of deficiencies, the period referred to in Article 42 (2) shall run from the beginning."
22. in Article 61 (1) (b), the words "Article 13 (1) or" shall be inserted after the words "offer of takeover contrary to";
23. in Paragraph 61 (1) (e), the words "they shall be false or incomplete" shall be replaced by the words "they shall be published, false or incomplete or they shall not fulfil the obligation imposed on them pursuant to Article 44 (3)."
24. in Paragraph 61 (1) (n), "or" after the words "Paragraph 30 (1)," shall be deleted;
25. in Article 61 (1), at the end of point (o), the dot is replaced by a comma and the following points (p) and (q) are added:
"(p) the applicant or the cooperating person does not provide the expert with synergies pursuant to Paragraph 44 (3), (4) or (5); or
(q) the person who has been assigned an obligation under Paragraph 60 to remedy such an obligation. ';
26. in Article 61 (2), the words "and (q)" shall be inserted after the words "(a) to (f)" and the words "(o)" shall be replaced by "(p)."
27. in Article 62 (1) (b), the words "Article 13 (1) or" shall be inserted after the words "offer of takeover contrary to";
28. in Article 62 (1), the words "or fails to comply with the obligation imposed on him pursuant to Article 44 (3)" shall be added at the end of the text of point (e).
29. in Article 62 (1) (j), the words "or 19" shall be inserted after the words "Paragraph 17 (1), (2) or (3)" and, at the end of point (j), the words "or" shall be deleted. "
30. in Article 62 (1), at the end of point (k), the dot is replaced by a comma and the following points (l) and (m) are added:
"(l) the applicant, the cooperating party or the target company does not provide the expert with synergies pursuant to § 44 (3), (4) or (5); or
(m) the person who has been subject to an obligation under Paragraph 60 to remedy that obligation. ';
31. in Article 62 (2), the words "and (m)" shall be inserted after the words "(a) to (f)" and the words "(k)" shall be replaced by the words "(l)."
Amendment of the Administrative Charges Act
Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008, Act No. 100 / 2008 Coll.
1. In Part IV, under point 65 (f):
| „f) Přijetí žádosti o vydání rozhodnutí o zproštění obchodníka s cennými papíry oznamovací povinnosti | Kč 1000.“. |
2. in Part IV, in entry 65, the following points (g) and (h) are added:
| „g) Přijetí žádosti o | ||
| - vydání souhlasu s uveřejněním nabídkového dokumentu u povinné nabídky převzetí | Kč 5000 | |
| - vydání souhlasu s uveřejněním nabídkového dokumentu při plnění dodatečné nabídkové povinnosti | Kč 3000 | |
| - odložení plnění povinnosti uveřejnit informaci o rozhodnutí učinit nabídku převzetí nebo o vzniku nabídkové povinnosti | Kč 1000 | |
| - prodloužení lhůty pro předložení nabídkového dokumentu | Kč 1000 | |
| - prodloužení lhůty pro uveřejnění nabídkového dokumentu | Kč 1000 | |
| - schválení prodloužení doby závaznosti nabídky převzetí | Kč 1000 | |
| - povolení výjimky ze zákazu činit právní úkony směřující k nabytí nebo zcizení účastnických cenných papírů cílové společnosti po dobu závaznosti nabídky převzetí | Kč 3000 | |
| - povolení výjimky ze zákazu nabývat účastnické cenné papíry po ukončení doby závaznosti nabídky převzetí | Kč 3000 | |
| - zkrácení nebo prominutí lhůty jednoho roku, po kterou platí zákaz učinit další nabídku převzetí | Kč 3000 | |
| - vydání rozhodnutí, kterým bude povoleno vykonávat hlasovací práva osobě, která rozhodný podíl nenabyla v důsledku vlastního jednání a nemohla rozumně předpokládat, že nabude rozhodný podíl | Kč 3000 | |
| - vydání rozhodnutí o zániku nabídkové povinnosti | Kč 3000 | |
| - vydání rozhodnutí, kterým bude povoleno vykonávat hlasovací práva osobě, která je v prodlení s plněním nabídkové povinnosti | Kč 3000 | |
| h) Přijetí žádosti o vydání předchozího souhlasu se zdůvodněním výše protiplnění při výkupu kótovaných cenných papírů | Kč 10000“. | |
Amendment of the Civil Code
In § 200e of Act No. 99 / 1963 Coll., Civil Code, as amended by Act No. 519 / 1991 Coll., Act No. 238 / 1995 Coll., Act No. 30 / 2000 Coll. and Act No. 126 / 2008 Coll., the following paragraph 5 is added:
"(5) In proceedings for the annulment of an order by a general meeting of a commercial company or a member meeting of a cooperative, the court shall decide that the order in question by the general meeting or a member meeting shall be void, even on its own motion. '
EFFECTIVE
That law shall take effect on the first day of the first calendar month following its publication.
Wolf
Klaus v. r.
Fischer v. r.
Sign in for notes, favorites and notifications
Regulation Information
| Citation | Act No. 420 / 2009 Coll., amending Act No. 513 / 1991 Coll., Commercial Code, as amended, and other related laws |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 27.11.2009 |
|---|---|
| Effective from | 01.12.2009 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
Comments 0