Czech Merger Control 2026: Notification Thresholds, ÚOHS Call‑in Power & Practical M&A Checklist

The 2026 amendments to the Czech Competition Act represent the most significant overhaul of Czech merger control in over a decade, introducing a new ÚOHS “call‑in” power, substantially revised notification thresholds and heightened personal liability for managers who fail to comply. This Czech merger control 2026 notification checklist is designed for deal teams, in‑house counsel and transaction lawyers who need to determine, quickly and reliably, whether a filing obligation exists, how to structure the transaction to manage regulatory risk, and what protective language belongs in the deal documents. The reforms affect every live and pipeline transaction touching the Czech market, whether the buyer is domestic or cross‑border.

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What Changed in Czech Merger Control 2026, Quick Legal Summary

The Czech government advanced a comprehensive amendment to Act No. 143/2001 Coll., the Competition Act, with the reform package progressing through the legislative process during 2025 and into 2026. According to analysis published by Schoenherr, the overhaul had been “on the horizon” for several years before gaining momentum, driven by ÚOHS advocacy for stronger enforcement tools aligned with EU best practice. The amendment addresses three pillars that directly affect M&A transactions.

First, notification thresholds are subject to a proposed substantial increase. The objective, as described by Havel & Partners, is to focus ÚOHS resources on transactions with genuine competitive significance in the Czech market and to relieve smaller deals of the administrative burden of mandatory filing. Second, the amendment introduces an ÚOHS call‑in power, a mechanism enabling the authority to require notification of a concentration that falls below the standard thresholds where the target is of particular competitive importance. This mirrors instruments available to the European Commission and to competition authorities in Germany and Austria. Third, the reforms strengthen manager personal liability, expanding the range of sanctions that can be imposed on individuals responsible for gun‑jumping or failure to notify.

Legislative Status and Verification

As of the date of this article, industry observers expect the amendment to complete its legislative passage during 2026, though practitioners should verify the exact enactment date and final statutory text against the official Czech government legal portal and ÚOHS announcements. Commentary from Concurrences confirms that ÚOHS itself proposed the comprehensive reform, signalling strong institutional commitment to implementation.

Merger Notification Thresholds Czech 2026, How to Decide If You Must File

Under the pre‑2026 regime, a concentration required mandatory notification to ÚOHS when the combined turnover of all parties exceeded a specified aggregate Czech turnover threshold, and at least two of the parties each achieved individual Czech turnover above a second, lower threshold. According to the Lex Mundi merger notification guide for the Czech Republic, these thresholds historically captured a wide range of transactions, including many with limited competitive impact on the Czech market.

The 2026 amendment proposes to raise these turnover figures substantially. As reported by Havel & Partners, the government proposal contemplates an increase in the combined net turnover threshold to CZK 2.5 billion, a change designed to filter out transactions that do not materially affect Czech market dynamics. Practitioners should note that these figures are drawn from secondary commentary and must be verified against the final enacted statutory text and official ÚOHS publications before reliance.

Worked Examples and Calculation Steps

Scenario 1, Domestic target: A Czech buyer acquires 100 % of a Czech manufacturing company. The buyer’s Czech turnover is CZK 3 billion; the target’s Czech turnover is CZK 600 million. Under the proposed 2026 thresholds, the combined Czech turnover comfortably exceeds the aggregate threshold, and both parties individually exceed the individual party threshold. Filing is mandatory. The practical step is to gather audited financial statements for the most recent completed financial year and to calculate net turnover on a Czech‑source basis, excluding intra‑group transactions.

Scenario 2, Cross‑border buyer: A German corporate group acquires a Czech technology company with Czech turnover of CZK 200 million. The buyer has negligible direct Czech turnover. Under the proposed thresholds, the individual Czech turnover of the target alone may not trigger mandatory filing. However, the deal team must assess whether ÚOHS could exercise its call‑in power if the target holds significant competitive importance in its sector, for example, as a key supplier in a concentrated market.

Interaction with EU Merger Filing

Where a transaction meets both the Czech and EU merger filing thresholds (set out in the EU Merger Regulation), the “one‑stop shop” principle generally gives the European Commission exclusive jurisdiction. According to the EU Commission’s published merger procedures, concentrations with a Community dimension are reviewed at EU level, and national filings are not required. However, the 2026 Czech reforms add nuance: even where a deal falls below EU thresholds, the revised Czech thresholds or the call‑in power may still require engagement with ÚOHS. Deal teams conducting M&A due diligence in the Czech Republic should map both sets of triggers at the earliest stage of the transaction, ideally during term sheet negotiation.

ÚOHS Call‑In Power, Triggers, Timeline and Response Playbook

The new ÚOHS call‑in power is the single most consequential change for deal teams under the Czech merger control 2026 notification checklist. It enables the authority to require notification of a concentration that falls below the standard turnover thresholds where the target is of significant competitive importance. According to Schoenherr’s analysis of the enforcement overhaul, this mechanism is modelled on similar instruments in German and Austrian competition law and is intended to capture “killer acquisitions” and other transactions that could harm competition despite modest turnover figures.

The likely practical effect will be to extend ÚOHS oversight to acquisitions in the technology, pharmaceutical, digital platform and nascent market sectors, where targets may have low revenue but high competitive significance. Industry observers expect ÚOHS to issue guidance on the criteria it will apply when deciding whether to call in a transaction, potentially including market share in a narrowly defined relevant market, the target’s role as a maverick competitor, or its position as a critical input supplier.

The call‑in power introduces procedural uncertainty that must be managed proactively. Parties cannot simply rely on a turnover test to determine whether filing is required, they must also assess the qualitative competitive significance of the target.

10‑Step Response Checklist When ÚOHS Issues a Call‑In Notice

• 1. Preserve all transaction documents. Immediately place a litigation‑style hold on all internal analyses, board papers and communications relating to the competitive rationale for the deal.
• 2. Appoint local Czech competition counsel. Engage experienced local counsel within 48 hours to manage the notification process and communicate directly with ÚOHS.
• 3. Notify the counterparty. Inform the seller (or buyer) promptly and activate the regulatory cooperation obligations in the SPA.
• 4. Assess privilege. Review internal documents for legal privilege; segregate privileged material before producing anything to ÚOHS.
• 5. Suspend gun‑jumping risk activities. Ensure no integration steps are taken before clearance, maintain separate operations and independent pricing.
• 6. Prepare a timeline. Map the ÚOHS review period against closing deadlines and long‑stop dates in the SPA; assess whether extensions are needed.
• 7. Draft the notification. Prepare the merger notification form using the format specified by ÚOHS, including market definitions, competitive overlaps and efficiency arguments.
• 8. Engage economists if needed. For complex market definitions or where efficiencies are central to clearance, instruct economic consultants early.
• 9. Consider remedy offers. If competitive concerns are likely, prepare remedy proposals (divestiture, behavioural commitments) in advance to expedite review.
• 10. Communicate with stakeholders. Keep boards, investors and lenders informed of the regulatory timeline and any impact on deal certainty.

Practical Negotiating Points with the Counterparty

The call‑in risk should be addressed explicitly in deal documentation. Key protective provisions include a call‑in‑specific closing condition (see the SPA clause bank below), an obligation on both parties to cooperate fully with any ÚOHS information request, and a mechanism for sharing costs of the notification process. Where a call‑in materially delays closing, the parties should negotiate an automatic extension of the long‑stop date and a reverse break fee if the buyer fails to obtain clearance after a defined period.

Practical M&A Notification Checklist, Buyer and Seller Workflows

This section provides a phase‑by‑phase Czech merger control 2026 notification checklist, sequenced from pre‑signing through closing, with responsibilities allocated between buyer and seller. For a broader perspective on structuring seller obligations, see the quick guide for sellers in the Global Law Experts library.

For Buyers, Due Diligence and Holdbacks

Pre‑sign phase: Run threshold screening as part of M&A due diligence in the Czech Republic. Request audited Czech‑source turnover data from the target. Assess call‑in risk by reviewing the target’s market position, competitor landscape and sector sensitivity. Identify whether parallel EU or other jurisdictional filings are required. Instruct local counsel to prepare a preliminary notification timeline.

Signing phase: Ensure the SPA includes a regulatory clearance closing condition, cooperation obligations, a long‑stop date with automatic extension for regulatory delay, and an interim operating covenant preventing gun‑jumping. Consider holdback or escrow arrangements to incentivise seller cooperation during the review period.

Pre‑closing phase: File the notification with ÚOHS promptly after signing (or as required by the SPA timeline). Respond to any ÚOHS information requests within the specified deadlines. Maintain separate operations, no exchange of competitively sensitive information beyond what is strictly necessary for notification preparation. Monitor the review timetable and engage proactively with ÚOHS case officers on scope and timing.

Closing phase: Obtain the ÚOHS clearance decision. Confirm that any conditions or commitments attached to clearance are operationally feasible. Close the transaction only after unconditional clearance (or clearance subject to conditions that both parties accept).

For Sellers, Disclosure and Cooperation Obligations

Sellers must provide complete and accurate turnover data, organisational charts and market information to support the notification. The importance of thorough disclosure in M&A transactions cannot be overstated, as explored in the guide to why disclosure letters are crucial in M&A deals. Sellers should appoint a dedicated local liaison to coordinate with the buyer’s legal team and preserve confidentiality throughout the review process.

Deal Documentation: SPA Clauses, Warranties and Remedies

The 2026 changes directly affect how purchase and sale agreements should be drafted for transactions touching the Czech market. Closing conditions, warranties regarding compliance with competition law, and remedy allocation mechanisms all require updating. For an example of how jurisdictional SPA structures are built, see the purchase and sale agreements guide in the Global Law Experts library.

Sample Clause Bank

Note: the clauses below are samples only, adapt with local Czech counsel to reflect the specific transaction, governing law and local drafting conventions.

• Regulatory clearance closing condition. “Completion shall be conditional upon the Office for the Protection of Competition (ÚOHS) having issued an unconditional clearance decision in respect of the Transaction, or the applicable waiting period having expired without ÚOHS initiating a Phase II review, or ÚOHS having confirmed in writing that the Transaction does not constitute a notifiable concentration and that it does not intend to exercise its call‑in power under [Section X] of the Competition Act.”
• Call‑in cooperation obligation. “In the event that ÚOHS exercises its call‑in power pursuant to [Section X] of the Competition Act, each Party shall cooperate fully and promptly with the other and with ÚOHS, including by providing all information, documents and access to personnel reasonably requested by ÚOHS, and shall use best endeavours to obtain clearance at the earliest practicable date.”
• Long‑stop date with regulatory extension. “The Long‑Stop Date shall be [date]. If, as at the Long‑Stop Date, the Regulatory Clearance Condition has not been satisfied solely because the ÚOHS review remains pending (including following any call‑in), the Long‑Stop Date shall automatically extend by [90] days. Either Party may terminate this Agreement if the Regulatory Clearance Condition has not been satisfied by the Extended Long‑Stop Date.”
• Reverse break fee. “If this Agreement is terminated because the Regulatory Clearance Condition is not satisfied by the Extended Long‑Stop Date and such failure results from the Buyer’s failure to use best endeavours to obtain clearance, the Buyer shall pay to the Seller a reverse break fee of [amount/percentage] within [10] Business Days of termination.”

In addition to these clauses, deal teams should consider warranty language confirming that neither party is aware of any circumstances that would give rise to a call‑in, interim operating covenants that expressly address the merger clearance process in the Czech Republic, and escrow mechanisms to hold a portion of the purchase price pending final clearance.

Manager and Director Personal Liability, What Managers Should Do

The 2026 reforms to manager personal liability under Czech law significantly expand the exposure of individual directors, officers and senior managers who are responsible for competition law compliance in the context of a concentration. According to Havel & Partners’ commentary, the amendment creates “more uncertainty for businesses” by strengthening the sanctions framework and extending personal accountability beyond the corporate entity. Early indications suggest that ÚOHS intends to use these enhanced powers to deter gun‑jumping and failure‑to‑notify conduct at the individual level.

The practical implication for boards and management teams is clear: governance protocols around M&A approval must be tightened, and personal risk mitigation steps should be embedded into every transaction process.

Practical Steps for Managers

• Board resolution and pre‑approval. Every concentration should be formally approved by the board (or relevant governing body) with a recorded resolution that demonstrates the board considered merger control obligations, assessed whether notification was required, and authorised the filing. Sample resolution language: “The Board has considered the merger control implications of the proposed transaction under the Czech Competition Act (as amended), has received legal advice confirming that [notification is required / the transaction falls below thresholds but call‑in risk has been assessed], and resolves to authorise management to file the notification and cooperate fully with ÚOHS.”
• Conflict checks. Confirm that no director has a conflict of interest that could compromise the merger control assessment or filing process.
• Records retention. Maintain a complete file of all board papers, legal opinions, threshold calculations, and ÚOHS correspondence for a minimum of five years (or longer if required by applicable corporate governance rules).
• D&O insurance review. Review directors’ and officers’ liability insurance to confirm coverage extends to competition law sanctions introduced by the 2026 amendment. Where coverage gaps exist, negotiate policy endorsements before signing the transaction.
• Training. Ensure all senior managers involved in the transaction understand gun‑jumping prohibitions, information exchange restrictions, and the personal consequences of non‑compliance under the new regime.

Cross‑Border Issues and Coordinating Multi‑Jurisdictional Filings

Cross‑border M&A involving Czech targets frequently requires parallel filings in multiple jurisdictions. The 2026 changes to Czech merger control make early coordination even more critical, because the revised thresholds may shift certain transactions out of mandatory Czech filing, while the call‑in power may pull others back in. According to the EU Commission’s published merger procedures, concentrations with a Community dimension are reviewed exclusively at EU level, but national filing obligations may still arise where the EU thresholds are not met.

When to Engage EU Counsel and Coordinate with Local Counsel

Deal teams should engage both EU and Czech competition counsel during the due diligence phase, not after signing. The strategic options include filing in the Czech Republic first (where the Czech review timeline is shorter and clearance can de‑risk the transaction), filing simultaneously in all relevant jurisdictions, or relying on the EU one‑stop shop where Community dimension thresholds are met. Where remedies may be required in multiple jurisdictions, coordination is essential to avoid conflicting commitments. Industry observers expect that ÚOHS will, in practice, cooperate with the European Commission and other national competition authorities on parallel reviews, consistent with the European Competition Network framework.

Conclusion and Practical Next Steps

The 2026 reforms to Czech merger control demand immediate attention from every deal team with exposure to the Czech market. This Czech merger control 2026 notification checklist provides the framework, re‑screen thresholds, assess call‑in risk, update SPA language, brief managers on personal liability, and coordinate cross‑border filings. The practical steps are clear; what matters now is execution. Deal teams should integrate these checks into their standard transaction workflows immediately, engage experienced Czech competition counsel at the earliest stage of any new transaction, and ensure that boards formally document their compliance with the new regime. The merger clearance process in the Czech Republic has become more nuanced, but with proper preparation, it remains navigable.

Sources

1. ÚOHS, Decisions, Guidelines and Other Documents
2. Schoenherr, Overhaul of Czech Competition Enforcement
3. Havel & Partners, Major Amendment to Competition Act
4. Concurrences, Czech Competition Authority Proposes Comprehensive Reform
5. MergerFilers, Czech Republic Country Guide
6. Lex Mundi, Merger Notification Guide: Czech Republic
7. LexisNexis, Czech Republic Merger Control
8. European Commission, Merger Procedures