87/2003 Coll.
FIND
The Constitutional Court
On behalf of the Czech Republic
The Constitutional Court ruled on 12 December 2003. March 2003 plenary session on the proposal of the Group
Senators of the Senate of the Czech Republic to repeal section 183b, paragraph. 3
(a). and Act No.) 513/1991 Coll., the commercial code, as amended
legislation, and article. (II) section 8 of Act No. 142/1996 Coll., amending and
supplementing Act No. 513/1991 Coll., the commercial code, as amended
legislation, and amending Act No. 99/1963 Coll., the code of civil procedure, as amended by
amended,
as follows:
1. The provisions of section 183b, paragraph. 3 (b). and Act No.) 513/1991 Coll., the commercial
code, as amended, is repealed on the date of publication of this
the finding in the journal of laws.
2. Article. (II) point 8 of Act No. 142/1996 Coll., amending and supplementing Act
No. 513/1991 Coll., the commercial code, as amended, and amending
Act No. 99/1963 Coll., the civil procedure code, as amended
regulations shall be repealed on the date of publication of this finding in the collection of laws.
Justification I.
According to the article. paragraph 87. 1 (a). and the Constitution of the Czech Republic) (hereinafter referred to as
"The Constitution"), the Constitutional Court shall decide on the revocation of the laws or their
individual provisions, if they are in conflict with the constitutional order. From
in terms of Act No. 182/1993 Coll., on the Constitutional Court, as amended
regulations, can take such decisions on the basis of the proposal, which is
entitled to submit also a group of at least 41 members or a group of at least
17 Senators [§ 64 paragraph 1 (b)). the law]. In the present case, the proposal
She gave a group of 25 members and the Group of 21 senators. The query rule
the representatives of the plaintiffs, the Constitutional Court found that this is really about
the proposal of the Group of Senators of the Parliament of the Czech Republic, when the number of members
under the proposal, signed is not enough and these MEPs claim
Senators spolupodepsali as an expression of political support for the proposal itself.
A representative of the Group of senators who filed a proposal, was marked with a Senator
Robert K. It is therefore a relevant proposal of the Group of 21 senators
The Parliament of the Czech Republic. As for the proposal to repeal section 183b, paragraph. 3 (b).
and Act No.) 513/1991 Coll., the commercial code, as amended
legislation, and article. (II) section 8 of Act No. 142/1996 Coll., amending and
supplementing Act No. 513/1991 Coll., the commercial code, as amended
legislation, and amending Act No. 99/1963 Coll., the code of civil procedure, as amended by
amended, (hereinafter referred to as "the Act. No 142/1996 Coll. ").
In the grounds of its proposal, the Group of Senators says that the provisions of section 183b
Act No. 513/1991 Coll., the commercial code, it is part of the from 1. 7.
1996, when the Act came into effect. No 142/1996 Coll., which was a commercial
amendments to the code and which was introduced by the Institute of the so-called. the take-over,
expressed as the "obligation to make a public proposal of the contract of purchase of shares."
Turned out only to public limited liability companies with publicly traded shares
and some shareholders, who earned himself or together with other persons
acting in conformity to this form of proportion of the shares in the range of one half,
Furthermore, two thirds or three quarters of the total nominal value of all the shares
the company, which is associated with the right to vote, or that this share
crossed. Law No. 370/2000 Coll., amending Act No. 513/1991
Coll., the commercial code, as amended, law No 358/1992
Coll. of notaries public and their activities (notarial regulations), as amended
legislation, law No. 15/1998 Coll., on the Securities and Exchange Commission and about the change and
supplement other laws, as amended by Act No. 30/2000 Coll., Act No.
200/1990 Coll. on offences, as amended, law No.
99/1963 Coll., the code of civil procedure, in the wording of later regulations, and act
No 328/1991 Coll., on bankruptcy and settlement, in the wording of later regulations,
(hereinafter referred to as "the Act. No 370/2000 Coll.), which further revised business
Code (with effect from 1. 1.2001), the Institute identified in
the name of the ust. section 183b of the commercial code as "Mandatory takeover offer
When the offeree company ", when its scope once again turns out to
company with registered shares, when you registered is
their part. Obligation to make a takeover offer is conceived more broadly-
and to all holders of securities of the target
the company therefore unregistered. At the same time has been reduced and the threshold for
the emergence of the obligation to make a takeover offer from 50% of the voting
the rights to the share, which allows you to gain control of the company as follows from 40%
the proportion of the voting rights (legal presumption of control of the company
When you achieve mastery of this share), and likewise if
even with a lower share of domination, then this obligation also arises. Further
the said obligation arises, even if a person gets a 40% share of the
the voting rights of any of the title, therefore, not only as a right of
derived from the shares of the company. In this respect, they point to a legislative
message to Cust. No 370/2000 Coll., according to which the offer was the takeover of the
defined in accordance with the article. 2 design of the thirteenth directive of the European Union.
In addition, the appellants indicated the context point out that already
Cust. No 142/1996 Coll. was established an exception to the mandatory takeover bid
for "the Czech Republic, the State Organization and the Czech National Bank" [in the
UST. section 183b, paragraph. 2 (a). and) of the Act]. At the same time also have article. (II) point 8
feeling excluded from the reach of the Act section 183b of the commercial code "state money
the Constitution, the national property Fund of the Czech Republic, the Land Fund of the Czech
of the Republic and persons who acquire shares of the company in accordance with the
the decision on privatization under the Special Act ". The appellants
It was that, with regard to the inclusion of this provision between the transitional,
This exemption was apparently intended as temporary, however, as such
illogically and erroneously phrased as a transitional legal and happened
with the regular perpetuální the legal norm.
According to the explanatory memorandum should be temporary, and that exceptions to the time
the accession of the Czech Republic to the European Union, since the aforementioned proposal for a
The thirteenth directive such exceptions from the mandatory menu does not allow.
Amendment of the commercial code, carried out the Act. No 370/2000 Coll., has been
exemption from the mandatory takeover bid extended in ust. section 183b, paragraph. 3
(a). and the commercial code on still) a wider range of bodies, which
This became the Czech Republic, the State Organization, the national property Fund
The Czech Republic, the Land Fund of the Czech Republic, the municipality, the higher
authorities and the Czech National Bank, if the parties were to them
securities transferred or received in connection with the privatisation of
the property of the State. Act No 120/2001 Coll., which was further amended
commercial code, was referred to the exemption extended to "other persons,
If they were participating securities transferred or received in
the context of the privatisation of the assets of the State "(§ 133 paragraph 2. of the Act).
The plaintiffs have concluded that, on the date of the filing of the proposal is the text the provisions of §
183b paragraph. 3 (b). and Act No.) 513/1991 Coll., the commercial code, in
as amended, as follows:
"The obligation referred to in paragraph 1 shall not apply to the Czech Republic, the State
the Organization, the national property Fund of the Czech Republic, the Land Fund
The Czech Republic, the municipality, the higher authorities, the Czech National Bank and
other people, if they were to them participating securities transferred or
is received in connection with the privatisation of State assets. " By law No.
370/2000 Coll., then in the provisions of the article. (IX) point 4 was limited
the validity of the ust. section 183b, paragraph. 3 (b). and the date of the commercial code)
the validity of the contract, to which the Czech Republic will accede to the European Union.
Nesystémově then remains in force and article. (II) point 8 of the Act. No 142/1996
Coll., and exemption from the mandatory takeover bid for the shares in case of privatization
from the 1. 7.2001 occurs in the legal order of the duplicate when the circuit
exempted entities is defined differently.
Proponents also point to the purpose of the mandatory offer to takeover, which
was to provide protection of the rights of minority shareholders of the company, and it
in particular, the abuse of a dominant position of majority shareholders, and
it at their expense, as can the majority control of the company
the owner of the massive consequences occur, including economic losses.
The aforementioned Thirteenth directive may provide the Member States considerable
freedom to modify specific mandatory takeover bid, at the same time, however,
It establishes the principles that must be respected in legislation. The first of the
These principles is the principle that all owners of the shares of the company, which
are the subject of the offer, if they are in the same situation, must be secured
the same treatment. With that principle in accordance with the plaintiffs are challenged
the provisions of the Act in clear violation of, and therefore also their legislature
validity limited to the duration of the Treaty to the date of entry of the Association in the Czech
Republic to the European Union.
The inconsistency of the contested provisions with the constitutional order of the Czech Republic
fro the plaintiffs in their conflict with the article. 1, article. 4 (4). 3, article. 11
paragraph. 1 of the Charter of fundamental rights and freedoms (the "Charter"), with the article. 26
The International Covenant on Civil and political rights (hereinafter referred to as
"The Covenant"), with the article. 14 to the Convention for the protection of human rights and fundamental freedoms
(hereinafter referred to as "the Convention") in conjunction with article. 1 of the additional protocol to the Convention,
as well as the article itself. 1 of the additional protocol to the Convention and finally with
article. 1 of the Constitution.
To the violation of article. 1 Charter proponents point out in this article
expressed the principle that all are equal in rights. While express
the belief that the contested provisions infringe the principle stated, when
the selected entities (as defined by the law) is given by the unjustified advantage before
other bodies (the other), which are located in the identical legal
position. Some of the bodies referred to inequality then brings the unauthorized
benefits in the form of their exemption from the statutory scheme of compulsory quotation
the takeover of the shares and also said a significant encroachment on protected rights and the significant
property damage of the other shareholders. Thus the beneficiary person are
the plaintiffs are split into two categories. On the one hand it's about bodies
public nature (Czech Republic, State Organization, the Fund
the national property Fund of the Czech Republic, the Land of the Czech Republic,
municipalities, higher authorities and the Czech National Bank) and on the other
persons, if they were participating securities transferred or is
received in connection with the privatisation of State assets. It was that neither
public law bodies, the first group shall constitute grounds for
their advantage, when the challenged provisions cannot be applied to cases
the exercise of public power, as regards cases of exclusively private
character, because the bodies of public law in the
context as the shareholders, but also as regular participants
private law, respectively. commercial relations without parent
the position of the typical for the area of the rights of the public. On the contrary, they are in equal
the position with other participants referred to the legal relationships with entities from the
areas of private law. The second category of entities already the soundness
their advantage cannot be found at all. These "other people" may
Act is any natural or legal person, where
connection with the exercise of public authority already not at all out of the question. In the next
part of the proposal is to define the constitutional principle of equality,
expressed already in the decision of the Constitutional Court of CZECHOSLOVAKIA (No. 11 Collections
resolutions and findings), which accepted the Constitutional Court of the Czech Republic,
which it has expressed in many of their decisions (SP. zn. PL. ÚS 16/93, Pl.
TC 36/93, pl. ÚS 5/95), when he said that he rejects the absolute understanding of the
the principle of equality, as an abstract category, but not in the
defining the relative concept of the principle of equality cannot be treated
arbitrarily. With it, that if the law is to be determined by the benefit of one
the group, and at the same time a disproportionate obligation laid down by the group, the other can
so state only with sufficient justification, based only on the protection of
public values. They are so distinguished two aspects of the constitutionality of the distortion
the principle of equality-the exclusion of arbitrariness (SP. zn. PL. ÚS 33/96),
the exclusion of the prejudice of one of the fundamental rights and freedoms (SP. zn. Pl. ÚS
4/95). Neither of these aspects is not met in the present case,
When the exclusion of designated entities from obligations of the takeover of the shares is
just the manifestation of the will of the legislature in violation of the principle of equality.
This inequality by plaintiffs reaches such intensity of intervention to
its very nature, that is associated with it and the violation of other fundamental
rights (the right to own property under article 11, paragraph 1, of the Charter, article 1, respectively.
The additional protocol to the Convention). In this connection, the attention of
the appellants on assigned by the legislator created a completely disparate
the company entities (public and private), which
provided the privilege of unjustified or the public interest, nor reasonable
the reasons why. The principle of proportionality, as the basic character of the rule of law (article 1
The Constitution), assumes that the measures restricting fundamental human rights and
the freedom of its consequences may not exceed the positives represented by
the public interest in such measures. A breakthrough in this protection admits
the constitutional order of the Czech Republic in the sole interest of the protection of the Democratic
the company, or in the interest of constitutionally guaranteed fundamental rights and
freedoms of others. The exclusion of designated bodies (including the State) that are
the direct participants of privatization, according to the plaintiffs ' claim is not in the interest of
the protection of democratic society. That's because the effort after reaching what
the highest profit from privatization for public budgets should not outweigh the
above the interest of equal treatment of all minority shareholders in the event of
the company's domination the new entity that acquires a share in the privatization.
To the violation of article. 26 of the Covenant and article. 14 of the Convention in conjunction with article. 1 Additional
Protocol to the Convention is necessary according to the plaintiffs, noted that the
the provisions underline that all are equal before the law and have
the right to the equal protection of the law without any discrimination, and with it,
the law prohibits any discrimination and guarantee to all persons equal and
effective protection against discrimination for any reason, when
the appellants point out, in this context and on the article. 3 (3). 1 of the Charter,
which provides that the fundamental rights and freedoms are guaranteed to all without
the difference. The contested provisions of the commercial code, however, clearly
discriminates both persons who meet the criteria for acceptance and
any exception to the law do not have, and the other shareholders of target
companies, who cannot exercise their rights on the sale of shares
to the transferee. Thus the law against discrimination not only protect, but
discrimination. Furthermore, the appellants point out, even on the practice
The UN Committee for human rights that in application of the article. 26 Pact repeatedly
expressed the view that the exclusion of arbitrariness is that cannot be applied
discrimination outside of reasonable and objective criteria (reasonable and
objective criteria). In that case, however, for the reasons already mentioned, this
and is not related to the article. 14 of the Convention as to the discrimination in the use of
the right to property (article 1 of the additional protocol to the Convention).
In connection with violation of the article namítaným. 4 (4). 3 and 4 of the Charter point
the appellants, that although the conditions for restrictions on the right are by law
determined exactly, this legal restriction for all cases (article.
4 (4). 3 of the Charter). That such a restriction was constitutionally a conformist, you may
so state only when the article. 4 (4). 3 and 4 of the Charter. In the case that
not so, since certain categories of owners-minority shareholders
target companies-is forced to submit to the domination of the company
the new shareholder and has the right to protection of their ownership
rights in the form of the sale of their shares, while another group of minority
the shareholders of the relevant right belongs.
To the violation of article namítanému. 11. 1 of the Charter and article. 1 Additional
Protocol to the Convention argue that the plaintiffs in the first group
the bodies are those of the person to whom the obligation to seize the shares (section 183b
commercial code) apply and this is a significant limitation of the ownership
the law, when they imposed the obligation to make a private act
-purchase of the shares of minority shareholders-not of their own volition,
but only for the need to meet legal obligations. They are so
discriminated against compared to vyňatým infected bodies provisions
the commercial code, the statutory scheme of taking over the shares, which as follows
the property right is not limited. Intervention in the property rights is more pronounced
in this context, for the minority shareholders, that the legislature, in
If the offeree company entities referred to in the contested
provisions, the possibility to exercise the right to the sale of the shares to
the new licensee, which would otherwise belonged to, which may have an impact on the
their property included in them owned stock. Such an exception is
then disowned the very sense of the principle of compulsory takeover of shares, which was
the law and the purpose of which was to ensure the fulfillment of the law on the protection of
ownership (article 11, paragraph 1, of the Charter, respectively. Article 1 of the additional protocol
to the Convention). It is interference in the right to own property, expressed as a
in the long term in the case law of the Constitutional Court, but also the European Court of
human rights, i.e. the rights of agricultural protection already acquired
ownership (e.g. SP. zn. PL. ÚS 115/94, judgment in case respectively.
Sporrong and Lonnroth of 29 June. 6.1982). Proponents also point to the
settled case-law of the European Court of human rights to the provisions of the article.
1 of the additional protocol to the Convention and, in this context, the standard
dealing with the principle of respect for the property, or the right to his
peaceful use, the standard governing the conditions for deprivation of property and standard
giving the State the right to modify the use of property in accordance with the public
interest. Any intervention in the title is in this context
expressed unconditional existence of important public interest, despite the
the absence of a single definition of the term, whose meaning is
variable "in time and space" (judgment in case Handyside of 7. 12.
1976-and-29) and so its contents cannot be precisely defined. The emphasis of the European Court
for human rights in this sense puts on the page of the material, thus
the assessment of whether there is a real (de facto) intervention in the content
ownership rights. According to the appellant's opinion, it is the minority
the shareholders of target companies, who even after the formal page are not
the challenged provisions of the Act concerned, after the material is
the actual content of their property rights without prejudice to (significantly).
The European Court of human rights has repeatedly expressed the need for a reasonable
the relationship between the means used and the purpose pursued by limiting the rights of
own property, so that the status was created a fair balance between the
the general interest and the interest of the protection of the fundamental rights of the subject
(proportionality). Similarly, the Constitutional Court decided, with an emphasis on
the need for a reasonable relationship of proportionality between the means and the
the reference to (SP. zn. IV.-324/97). The plaintiffs in this part of the
they conclude that, in the case of the contested provisions of the commercial code, the
not so, because the rights to own the assets of minority shareholders
target companies, caused by the described exception is not justified by the
public bodies, much less in the event of the exclusion of "other persons".
Not so established the status of the fair balance between the interest of the protection of
general interest and the imperative of protecting the rights of individuals, as in the
the case, and especially in strategic enterprises with many minority
shareholders, already has overlapped the imperative of protection of their rights, the importance of the General
interest on the implementation of privatization and even the public interest itself becomes,
and therefore it could not speak for the State of affairs on the reasonable relationship
of proportionality, but on the contrary, the intervention in the protected right
assets. From the perspective of the article. 11. 1 of the Charter, it was the appellants that
protection of ownership rights as persons acquiring the shares of the target
the companies to which the exception does not apply, and the minority
shareholders, has obviously to protect your ownership in oslabenu
comparison with the protection of property interests of the entities, which are referred to
the exemption applies.
In relation to the article. 1 of the Constitution, with regard to the violation of the above namítaná
fundamental rights guaranteed by the Charter and international treaties, which is
Czech Republic tied, and with regard to this, that this violation occurred
on the part of the legislature, according to the belief of the petitioner was
violations of the Declaration of basic principles of the State expressed in article. 1 of the Constitution.
To the article. (II) section 8 of Act No. 142/1996 Coll., in addition to his alleged
neústavnosti, the appellants point out, even on the non-system and
legislatively the defective classification among the transitional provisions of the
the law, which in terms of its definition to be transient (temporary)
the character, though in fact it is a fair legal standard unlimited and
clearly intransitive validity, which is a practical impossibility to
the orientation of the text of the law.
With reference to what has been stated, suggested that the Constitutional Court has issued a
find, establishing provisions of section 183b, paragraph. 3 (b). and Act No. 513)/1991
Coll., as amended by Act No. 142/1996 Coll., Act No. 370/2000 Coll. and act
No 120/2001, and article. (II) point 8 of Act No. 142/1996 Coll., as shall be deleted;
These provisions of the commercial code are in conflict with article. 1 of the Constitution, article.
1, article. 4 (4). 3 and article. 11. 1 of the Charter, article. 14 of the Convention, in conjunction with the
article. 1 of the additional protocol to the Convention, as well as the article itself. 1
The additional protocol to the Convention and article. 26 of the Covenant. The proposal is accompanied by a
the opinion that the matter is urgent in the sense of ust. section 39 of the Act No. 182/1993 Coll.,
the Constitutional Court, as it is approaching decision of the Government of the Czech Republic on
the privatization of some strategic enterprises, which could bring
significant and intervention in an inoperable protected fundamental rights of quantity
minority shareholders of these firms.
II.
The Chamber of deputies in his observations stated that the contested provisions of the
the commercial code has been included in a number of laws gradually, from which
the first was Act No. 142/1996 Coll., which did not apply the obligation to make
the public proposal of the contract to buy publicly traded shares in accordance with section
183b paragraph. 2 (a). and the commercial code), the Czech Republic, the State
Organization and the Czech National Bank and by no II, point 8 of the transitional
provisions on financial institutions, the national property Fund of the Czech
Republic, the Land Fund of the Czech Republic and to the person who takes
shares of the company in accordance with the decision on privatization, according
a special law.
Law No. 370/2000 Coll. in ust. section 183b, paragraph. 3 (b). and) expanded the circuit
the bodies, which are not covered by the obligation under the new wording of the law
"to make a takeover offer to all holders of securities
the target company ", of the national property Fund of the Czech Republic,
Land Fund of the Czech Republic, the municipality and the higher authorities,
If they were participating securities transferred or received in
the context of the privatisation of the assets of the State, and therefore, the basically included in
paragrafované of the commercial code, almost all bodies referred to
in the article. (II) section 8 of Act No. 142/1996 Coll., the outside of a person who acquires shares
in accordance with the decision on privatization, by a special Act. By law
No 120/2001 Coll., on the activities of bailiffs and enforcement (enforcement
order) and amending other laws, then the provisions of section 183b mode
paragraph. 3 (b). and included "people), if the parties were to them
securities transferred or received in connection with the privatisation of
the property of the State ", and law No. 239/2001 Coll., on the Czech consolidation
the Agency and amending certain laws, was heading the entities on
extended by the Czech consolidation agency.
The motive of the legislator for the adoption of legal adjustments required takeover bids
securities in the offeree company has been in
the creation of conditions for the proper functioning of the capital market in particular
protection of minority shareholders and create conditions for the development of
the business activities of the persons who have acquired shares in connection with the
the privatization of State assets. The legislature decided that is a social interest in
on the exclusion of public institutions and public corporations and
some individuals from the obligation to buy back the securities, so that the particular
avoid the concentration of assets in the hands of these former
non-business entities at the expense of the development of business activities
for private persons.
The contested provisions of the commercial code, the legislature accepted in
the context of the entire legislation of the transformation of the economy, the economic
State policy and the development of the capital market, knowing that the role and
the position of bodies in the area, other than
the status and activities of business entities, to which the business
code primarily applies, and does not have business character, and it is therefore
reasonable, that they are exempt from mandatory legislation mode menu
receipt of securities according to the commercial code. The exclusion of these and
other actors from the scheme of section 183, paragraph. 1 of the commercial code for the
the conditions that have acquired shares in the privatization of State property, was given to
the public interest on the basis of the progress and the completion of privatization and the development of
and the promotion of private enterprise.
The process of privatisation is the scope and economic and a legal nature
exceptional in the sense of common market standards, as they understand eg.
European directives and other documents. It was aware of even the legislature,
When introducing the Institute a mandatory takeover bid, and as a temporary exception
-just for the privatisation process-referred to in the second subparagraph of section 183b bodies. 3
(a). and the commercial code) this obligation was, respectively.
the obligation did not save them. This exception is limited and temporary, i.e.. the concerned
the provisions of section 183b, paragraph. 3 (b). and) of the commercial code shall cease to
the validity of the entry into force of the Treaty of accession of the Czech Republic to the European
Union enters into force. You can reasonably assume that to this day no longer Czech
the Republic will be a fully functional market economy and on any property
State, or in the ownership of the shares will be regarded as on the shares
other owners, without endangering the functioning of the national economy.
In the framework of equal access, in the interest of the development of the national economy and
the market of the company and in the interests of the law protected the general interest is required
the same access to the minority shareholders of the privatized entities within the
the whole process of privatization of State assets. The emergence of a functioning market
the economy based on private ownership is public value
deserving protection, since it's hard to imagine a democratic
the company without this base. In the context of the privatisation of State assets was
vytýčen the target at the same time changing the nature of the ownership of the delete
a misshapen monopoly structure and at least partially distracted
ownership of the shares. If you would set a mandatory takeover mode for
privatized enterprises, created the monopoly of the Act, i.e.,.
administratively, and not on the basis of market developments, which again could
jeopardise the functioning of a democratic society.
Institute mandatory takeover bids has been introduced into our legal system with the
effect from 1. 7. in 1996, when the privatisation process was already in full swing.
And it has led the legislature to approve the removal of the bodies referred to in this
obligations. It is evident that, in the present, in the final stage of the
privatization, by changing the terms of an unjustified advantage
minority shareholders holding shares in the privatized entities.
Ownership is not an abstract category, always binds to its "tangible,
respect. the real base "and according to him, it is necessary to also evaluate the content
This concept, the rights and obligations of the owner and his options by law
the restrictions. Shares is everywhere risk investment instrument.
The immanent part of the acquisition of shares in the ownership of the share price and an estimate of the
its rate of return and risk. Minority shareholders on the basis of its
custom, the voluntary decision of the acquired ownership of the shares concerned
companies with knowledge of conditions, with the knowledge that the majority owner
the State privatisation procedures its share of converts to another
the body, with the State of its intention to publish in advance the
so that minority shareholders can even before the effect of the transfer
free to decide either to remain in the company and offer shares to the
the sale.
On the contrary, due to the fact that private entities other than those mentioned in section 183b, paragraph.
3 (b). and the commercial code, intending to reach) the majority share
voting rights can e.g. their intention. the only formal
information, in the manner the convening of general meetings, etc. hide, is
appropriate additional protection of minority shareholders.
The specification of "other persons" in the Act is sufficient by using nabývacího
the title.
The Chamber of Deputies considered unfounded the contention of plaintiffs that
After the material is factual page content proprietary rights of minority
shareholders of target companies in a significant way. With
the property shares are linked to the rights of a shareholder as a shareholder
mainly participate in under the commercial code and the company's articles of Association to
management of the company, to participate in the general meeting to vote on it, have
the right to require explanation to your question and get an answer;
According to the percentage of their shares in the registered capital has
the shareholder the right to request the convening of an extraordinary general meeting, the right to request
the Court of review of certain decisions, the right to a share of profits and market share
on the winding-up of the balance when the demise of the company, etc. These proprietary
rights cannot be deprived of, and no one section 183b, paragraph. 3 (b). and business)
the code in the property rights associated with the shares.
The right to the protection of property rights guaranteed by the Constitution and the Charter, as well as
international treaties by which the Czech Republic is bound, the outside
others allow such ownership to the care that would not be misused to the detriment of
the rights of others, or in violation of the law protected the general interests.
The legislature therefore appropriately, in accordance with the general interest of the development of
a democratic society based on market economic relations and
privately owned, the Act modified the terms of transfer of the assets of the State
on other subjects. In conclusion, the Chamber of Deputies indicated that the legislative
the Corps acted in the belief that the law is adopted in accordance with the Constitution,
the constitutional order and the rule of law, and is therefore on the Constitutional Court, in
the context of the examination of the constitutionality of the contested provisions of the draft confirmed
and issued the appropriate decision.
The Senate, in its observations pointed out that the adjustment of the genesis of the ust. section 183b
paragraph. 3 (b). and) commercial code implies that the proposal is directed against the
the complex changes of the Act. No 370/2000 Coll., which according to the article. XI section 4
This law "the provisions of section 183b, paragraph. 3 (b). and) of the commercial code,
in the texts of this Act shall expire on the date of entry into force, the Treaty on the
the accession of the CZECH REPUBLIC to the EU in the force. " This law was the Chamber of Deputies
The Senate referred to the 9 November. 6.2000. The Bill was under no print 294
commanded to discuss ústavněprávnímu Committee, Committee for economy,
Agriculture and transportation and the Committee for European integration. Constitutional law
the Committee discussed the draft law on its 56. meeting held on 11 July. 7.2000 and
accepted to it resolution No. 238, in which he recommended the Senate return design
the Bill the House of representatives with amendments. The Committee for the European
integration on their 35. meeting held on 22. 6. the 2000 resolution No. 184
also recommended by the Senate to return the Bill to the Chamber of Deputies
amendments. He came to the same conclusion and the Committee for
economy, agriculture and transport at its 46. meeting held December 10. 7.
2000 (resolution No. 356).
Senate to discuss Bill on 12 June 2006. 7.2000 on its 20. the meeting in
second term and adopted to the draft law, resolution No. 424, which
the Chamber of Deputies returned the Bill with amendments. For
the resolution voted 54 senators and senátorek of the present and only 63 1
the Senator was against. Commercial code itself covered the 65
amendments, none of them, however, the scope of section 183b, paragraph. 3 (b).
and) of the Act.
The Chamber of Deputies a draft law discussed again on 14 July. 9.2000
its 27. meeting. The Bill as amended by the amendments adopted by the
The Senate approved the resolution No. 1171, when they vote for him in the
serial number 52 of 185 deputies present voted in favor and 108
MPs and 55 members and MPs were against.
The last amendment to the commercial code (later published the law
No 501/2001 Coll.), which said the letter e) section 183b of the commercial code,
the Senate was delivered to 16 December. 11.2001. The draft law under no print 150 was
commanded by the Committee on economy, agriculture and transport,
ústavněprávnímu Committee and of the Committee for European integration. Even before the
discussion in the committees adopted Senate resolution No. 200, in which
He said that he does not consider the print no. 150 for the draft law referred to in article. 45
The Constitution and that it did not receive a Bill, which the Chamber of Deputies
discussed under no. 824 and pronounced on 31 March. 10.2001 at its 39.
meeting agreement (resolution No. 1828). To print postoupenému
The Chamber of deputies of the Senate, therefore, it was not until 15. 12.2001, i.e.. in
the constitutional time limit, no resolution has been taken, and eventually a law was delivered to the
President of the Republic for signature.
The proposal to repeal section 183b, paragraph. 3 (b). and the commercial code) can only be
noted that the Senate is the issue of exemptions from the mandatory menu
acceptance under this provision and, therefore, did not materially neposuzoval
even the constitutionality of the contested provisions. However, the part of senators, which
evidenced by the proposal, brought by this conflict.
For completeness, you can deliver the Senate in previous projednáváních the
the problems of coming out of that exception will be valid only
in a time when the Czech Republic accedes to the European Union, because the proposal
the revised directive of 1990 the thirteenth such exemption from compulsory
takeover bids does not allow.
The Constitutional Court turned the request for comments on the proposal submitted on
the Government of the Czech Republic. The mouth of its Vice Chairman JUDr. Paul
Rychetský said that, at its meeting of 29 April. 1. the 2003 consultation draft
the observations of the Government to the proposal of the Group of Senators interrupted with a view
at that, the Chamber of Deputies submitted a proposal for the amendment of the commercial
code, which is included on the program 10. the meetings of the Chamber of Deputies,
which will be launched on 18. 2.2003. At the same time, the Government has proposed to the Chamber of the
the Chamber of Deputies with the Government's proposal expressed consent already in the first
read. Furthermore, the Deputy Prime Minister stated that the contested provisions will be in
legislative process in Parliament apparently removed, and therefore suggested
on hold with the holding of an oral hearing at the Constitutional Court
the decision of the Parliament on the Government's proposal for the amendment of the commercial code. With
by pointing out that the Government, the Chamber of Deputies, presented the amendment
the commercial code does not affect this provision a business
the code, which is being challenged by a group of Senators has asked the Constitutional Court in the
this direction of the Government for an explanation, so he could choose his next
the procedure. Deputy Prime Minister JUDr. Pavel Rychetský said that the Government
proposed amendment to the proposal submitted to the commercial code, which
submitted, the Chamber of Deputies expressed approval at first reading,
However, the Chamber of Deputies had expressed disagreement with this proposal and
release it in second reading. He added that the fact remains that
the Government's amendment to the commercial code, the substance of the objection of the Group
the senators, which relates to the provisions of section 183b, paragraph. 3 (b). and business)
code does not address, however, as already stated, is the assumption that these
the provisions in the legislative process will probably be removed. Again, therefore,
recommended to wait with the holding of an oral hearing on the decision
Parliament on the Government's proposal for the amendment of the commercial code. The Constitutional Court
decided that there is no reason for any other procedure, the Chamber of Deputies
on hold and that directly proceeding to the consideration of the proposal of the Group of Senators on the
the cancellation of the said provisions of the commercial code.
The proposal of the Group of senators, since the Constitutional Court's requests and comments
The Securities Commission (hereinafter referred to as "the Commission"). In this representation,
signed by the Chairman and the Director of the legislative and legal,
The Commission pointed to the so-called. The thirteenth directive of the European communities and
stated that this provision is still in the draft stage, with
the takeover offer is one of the most controversial legislative topics
at the community level. Therefore, this directive cannot be relied upon as
the valid European standards, however, should serve as one of the philosophical
When national guides edit the takeover bid, which drove the Czech
the legislature in the year 2000, when it limited the effectiveness of the disputed and incompatible
exceptions pursuant to section 183b, paragraph. 3 (b). and the date of the commercial code) entry
the European Union (article. (IX) point 4 of the Act. No 370/2000 Coll.). Furthermore, it pointed out
that sense of editing the mandatory takeover bids in developed countries is
protect shareholders (especially a minority) and employees of the company, in
which investor acquired the share, which allows the company to dominate.
Although this is an interference with the freedom of contract of the investor, national
the legislature (not only Czech, but also British, German, Austrian or American)
for these reasons, this solution has chosen. The Commission, however, failed to
found in the mandatory takeover bid legislation in developed countries
an exception similar to section 183b, paragraph. 3 (b). and the commercial code) with the fact that
However, you can reasonably assume that these countries face the task to sell
the State assets into private hands to the extent as Czech
Republic. In the opinion of the Commission is one of the likely reasons
Insert the exceptions in transfer of assets to achieve the efforts of the State to
the ownership of other people the greatest possible profit for the State for reasons
further develops in more detail. Furthermore, the Commission as an administrative office
supervision of the capital market has expressed to the expected specific
the impact of the possible repeal of this exemption on the capital market. Assumes
reduction of the acquisition price for the new licensee, at least significant
trading restrictions that privatized the title to public
markets and mentions on the impact on a range of collective investment in
relation to investment portfolios and mutual funds. Indicated in this
the context of the three most important yet neprivatizované titles (CEZ,
Český Telecom, a. s. and Unipetrol, a. s.). He adds that the conclusions of public
the Government of the Czech Republic declared, moreover, shows that in the accession
The Czech Republic to the European Union is likely to manage to finish
the privatisation of Unipetrol only, and that is of the
three bodies from the viewpoint of capital market by at least
significant.
In conclusion, the Commission stated that it shares some doubts about the constitutionality of
the contested provisions and that it depends on the interpretation of the Constitutional Court, whether
concerns about the stability of the capital market in terms of emerging
economies are an expression of the public interest whose protection may
to justify the existence of the contested provisions.
III.
Formal requirements for the parties ' laws of the novelizujících commercial code
The Constitutional Court notes that have been received and issued within the limits of the Constitution
established competence and constitutionally prescribed manner (section 68, paragraph 2
Act No. 182/1993 Coll., on the Constitutional Court).
IV.
With effect from 1 January. 7.1996 was to Act No 513/1991 Coll., the commercial
the code, its amendment (Act No. 142/1996 Coll.) introduced a new Institute
tagged as "the obligation to make a public proposal of the contract of purchase of shares."
Other amendments (already mentioned), this Institute was later edited to
in the present, now valid and effective form. The provisions of section 183b, paragraph. 3
(a). and the commercial code) is from the perspective of the reservations raised by the
the applicant must be considered in relation to section 183b, paragraph. 1 business
code, as amended, which is indicated by the heading
"A mandatory takeover offer for the offeree company and
as follows:
"If they are participating securities of the target company is registered,
shareholder who gets either alone or jointly with other persons acting
in concert (§ 66b) share of the voting rights (§ 183d), which
allows you to gain control of the company (section 66a), shall, within 60 days of the date on
following the day on which the shareholder, or the market share gains
the takeover will make a bid to all the holders of the participating securities
securities of the target company. If this shareholder application under paragraph
9 or 11, extending the period of 20 working days. The same
the obligation is also a shareholder and persons acting in concert with him, whose share of
on participating securities or voting rights acquired under the
the first movement reaches or exceeds a threshold of two-thirds and three-quarters of the
of the voting rights. Obligation to make a take-over bid shall
following the day on which the shareholder's share, that this obligation
based, gets or exceed. "
The disputed provisions of section 183b, paragraph. 3 (b). and then the sounds of the commercial code)
as follows:
"The obligation referred to in paragraph 1 shall not apply to the Czech Republic, the State
the Organization, the national property Fund of the Czech Republic, the Land Fund
The Czech Republic, the municipality, the higher authorities, the Czech National Bank,
The Czech Consolidation Agency and other persons, if they were
participating securities transferred or received in connection with
the privatization of State assets. "
Controlling person is the one who actually or legally exercised directly or
indirectly, a dominant influence on the management or operation of a business of another person.
If it is not proved that the other person has the same or higher
the amount of voting rights, it is considered that a person who has
at least 40% of the voting rights on a particular person, is the controlling person and the
that the persons acting in concert with at least 40% of the voting
rights on a particular person, are the controlling entities (section 66a of the commercial
Code). From the constitutional point of view, which is the sole and exclusive
the conclusions of the Constitutional Court, it is clear that there are entities that are
burdened by the offer of obligations ("obligation to make a public proposal of the contract
to buy shares ") and entities that do not have such an obligation. From the listed
the obligations of the takeover bid the shares of minority shareholders business
the code exempts exhaustively identified bodies (shareholders), which are,
as already mentioned, the Czech Republic, the State Organization, the National Fund
assets of the Land Fund of the Czech Republic, the Czech Republic, the municipality, the higher
authorities, the Czech National Bank, the Czech consolidation agency-
the bodies of the public service-type and also somewhat inconsistent entities
marked as the next person, if the shares were transferred to them or the
received in connection with the privatisation of State assets. In the given
the context is so clearly in the position of listed entities
connection with the take-over bid, other than for the other bodies,
that have the same obligation. No doubt is the inequality that
may find their economic impact, in particular in the implementation of the specific
commercial transactions, and even on the position of minority shareholders. As follows
expressed by the constitutional court assesses the inequality from the standpoint that already
established and described in many of their decisions (PL. ÚS 16/93, pl. TC 34/95,
PL. ÚS 6/96, pl. ÚS 18/01 and others), starting from the award adopted
The Constitutional Court of CZECHOSLOVAKIA (No. 11 of resolution and Collection of findings). He always
in making its decision on the rejection of absolute understanding of equality as
the principle, when, however, in determining the relative concept of the principle of equality
It is necessary to reasonably justify his limits and he and the sense. (I)
in the case of relative equality, if the statutory benefit of one
the Group at the expense of other groups in determining the disproportionate obligations of this
the Group may happen only with sufficiently explained by reference to the
protection of public values. This is about the law justified the determination
disproportionate responsibilities one group in relation to the other group, which is
does not have, and at the same time he and reasonably justified interest in protecting
public values.
In the case of the mutual relationship of two groups of subjects in two
different cases, which are based on the same legal basis,
which is the determination of the obligation to offer stock in the takeover of the domination
the company (section 183b 1.). The first is that, when a person
(shareholder of as "private" entity different from the State) is required to
such an offer (for the completion of the other equivalent in both cases
conditions, the second) always is a permission of a State which, although held in
the same conditions (and is also a private body), so
may not. The second case is a group of shareholders (minority), who
listed bid must receive; by contrast, however, a group of minority
shareholders, which in the case of entities defined in ust. section 183b, paragraph. 3
(a). and) commercial code, such an offer is received. Inequality
the status of the two groups of those bodies in both these cases, it is
the apparent. To ensure that this inequality can be expressed as a mark for
unconstitutional, and in terms of the article. 1 of the Charter, it is necessary
answer to the question itself, the understanding of equality in each individual
specific things. This, however, already from the perspective of the established case law of the constitutional
the Court, which is established by the decision of the Constitutional Court cited the CSFR
No. 11 Collections and findings of the resolution, when the CZECHOSLOVAK Constitutional Court stated that the
(in the context of the laws of the payroll tax, the tax from the incomes of the population and
income tax from the literary and artistic activities of the equality of citizens before the)
the law has not been understood as an abstract category, but has always been
attributed to a specific legal standard, formulated in the proportions of the different
bodies and the like.
If it was done right, from the equality of every individual is entitled to
require the State within the limits of its capabilities, removed all of the factual
inequality. This structure, however, is true only if we understand the equality
as an absolute. The relative equality, as they have on the mind of all modern
the Constitution only requires the Elimination of unjustified differences. Finally, it is
Affairs of the State, in order to ensure its functions decided that certain
the Group provides less benefits or any other position than the other group, even if the
and this is in a comparable position. While in principle in each area
human activity it is necessary to require that the legislative authority to substantiate the
your objective and rational decision criteria. If the law
Specifies the benefit of one group and at the same time lays down the obligations of the disproportionate
another group may stand only with reference to the public values.
In this respect, he argues, by the Chamber of Deputies is given when
sale of securities, the social interest in earmarking veřejněprávních
institutions and corporations and some of the people, and to raise the status, when
privatizující (buyer) the body does not have the obligation to buy back certain menu
Securities (minority shareholders).
From the reasoning of the House contained in its representation of the so
somewhat paradoxically, implies that the contested provisions of the State actually like
protects minority shareholders before themselves. It is beyond doubt that the
from the 1. 7. the 1996 group of shareholders owning shares of privatized enterprises
It was unlike any other group of shareholders vlastnicích shares of enterprises,
that did not fall in privatisation, in a nerovnoprávném position. Mandatory
the takeover offer of shares, namely the obligation to shareholders does not necessarily mean such
take advantage of the offer, but only the ability to respond to such an offer, in other
the words at the opportunity to consider their next position, and the mandatory offer
or reject it, while it is only the internal reasoning of the shareholder
against just about his own belief in the correctness of your procedure. In
for entities defined ust. section 183b, paragraph. 3 (b). and business)
code is stripped of such considerations and options must respect the State
created by the State that if you still offer their shares to the body
referred to in section 183b, paragraph. 1 of the commercial code shall, at its
the offer to proceed. At the same time however, it is appropriate to state that from the
the view has already said the Constitutional Court should express the things of
aspects of economic or political benefits, if any, and disassemble
or disadvantages of the position of the relevant shareholders. At the same time, however, seems
possible to say that, according to the belief of the Constitutional Court cannot even approximately
to determine whether the position of minority shareholders with regard to the
led by the plaintiff's arguments a priori only disadvantageous. In this
the direction of the Constitutional Court is not entitled to a deeper reflection on the good or bad
made by privatization, and already not at all about the implementation of privatization only
the intended. Of course, this cannot be ruled out that either hold shares
(not of a mandatory takeover bids) can be beneficial to shareholders.
Despite the considerations are outlined for the Constitutional Court and its assessment
individual proposals always decisive point of constitutional law. When
the reunion of this need in the present case as to the questions of the public
interest and his obhajitelnosti from the indicated aspects, which represent the
the two groups described the bodies. The public interest expressed by a participant
management in the form of completing the transformation of the national economy and by using the
privatization in the form of a standard market economy prevailing in the EU countries, and
and obtaining significant resources into public budgets, then
interest groups compete for citizens-minority shareholders on an equal
the option to apply the acquired shares, more specifically on how to have
the same choice as to his assets (shares), likewise
as the shareholders of the company (the other), that a mandatory takeover offer
shares in accordance with the commercial code. With regard to it there is no doubt,
as the owners do not have the same right and opportunity of his assets
treat (dispose of) the extent as other owners in
a comparable position. Even in the more narrowly defined part of their rights with the
the disposal of the assets are in the ownership of the derivative
the perspective of what has already been said (against the comparable group
owners) limited.
This limitation cannot be balanced in this case the public interest, which
declares the party to the proceedings. A similar argument cannot be unilaterally
refuse, but also it cannot be taken to the extent that the referenced
public interest completely defended. From the point of view of civil society and
the belief that the Czech Republic is a sovereign, unified and democratic
the rule of law based on respect for the rights and freedoms of man and citizen (article.
1 of the Constitution), the Constitutional Court notes that the public interest in the case
prevail over the interest of an individual right to own property, but in particular i
the principle that the right of ownership of all owners has the same statutory content
and protection (article 11, paragraph 1, of the Charter). When the existence of unequal status
in particular, comparable groups of minority shareholders on the one hand,
is undoubtedly interested in State to complete the facilitated the unrealised
privatization projects and the resulting increased income to the public
budgets, on the other hand, significant group of citizens interested in then
(minority, in many cases, small shareholders) to the same options
apply your shares to the same extent as it may do under the same
terms and conditions (as defined by law) of a comparable group of other (other)
minority shareholders. In the opinion of the Constitutional Court thus based
inequality cannot be justified by the public interest or dismissal on
public values. It is common ground that when the transformation (especially economic)
our company after November 1989 (even in the context of the privatisation of kuponové) was
based and the stock market, when it can be considered that every shareholder was
convinced that, under the same conditions will be able to stock that they own,
(and therefore of its assets) to decide, in particular also in the same situation and thus
the same range. However, if the State of a particular group of shareholders (in the given
the case of a minor) at a certain stage the de facto (but not de jure) grant,
He could not do so (and with reference to the declared public interest) on the
the expense of the citizens of the other group, who are also the minority shareholders.
The Constitutional Court is not convinced that the restriction of freedom of contract
minority shareholders, which is a derivative of the component title
There would be a dramatic intervention into their property, their damage, however,
cannot be ruled out. In this context, then came also to the belief
that if anything was introduced into the legal system of the State
(commercial code) Institute a mandatory takeover bid, its impact would be
should be the same for all categories of shareholders, including of course
the minority. Even taking into account the fact that the State has many options, how to
its a well thought out economic policy to secure public budgets,
without this activity the necessary means for gaining advantage
one group of citizens from the other, and even in the cases, that removes a specific
a group of citizens the option of selection procedure when their economic considerations
the parties to the administration of his property, although in this context the damage
property rights (ownership) may not occur. Economic considerations
minority shareholders remain his own things, substantial, however,
She remains a possibility at all to such considerations have space.
In brief komparatistice can generally say that in the States, which are
members of the EU, when the mandatory takeover bid are not based exceptions for
the bodies, which had acquired the share of another company within the
the process of deetatizace (United Kingdom, Netherlands, France, Belgium and
For more). From the candidate countries, this exception is not permissible even in the
Slovenia up to the case where the underlying assets does not exceed the
one million Slovenian tolar banknote. Be concluded that the legislator
the adoption of the provisions of section 183b, paragraph. 3 (b). and) of the commercial code
has the same access to all account of coming to the bodies. When
determination of the same conditions had created by the different entities of the group,
that have different options on how to dispose of his assets (in full
the scope to use it). The constitutional principle of equality embodied in the article. 1
Of the Charter, according to which the people are free and equal in dignity and rights,
and finance in a complementary expressed article. 3 of the Charter, as the principle of the prohibition of
discrimination in the granted fundamental rights, the Constitutional Court interprets the
in the case of the dual perspective of the findings of the Constitutional Court (PL. ÚS
16/93, pl. TC 36/93, pl. ÚS 5/95, Pl-9/95, Pl. TC 33/96, pl. ÚS
9/99, pl. ÚS 18/01 and others). The first is given a request for exclusion
the arbitrariness in the procedure of the legislature in differentiating groups of operators and their
rights, constitutional aspects of the acceptability of the request
differentiation, i.e.. non-prejudice of one of the fundamental rights and
the freedoms and rights of the odlišováním bodies of the party of the legislature. In the indicated
the direction of the Constitutional Court did not find any reason that would be eligible
reasonably explain inequality in access to individual groups of shareholders
so, how are described above. The argument favouring the State for reasons
public purpose (the success rate and the rate of privatisation) against the article. 11
paragraph. 1 of the Charter. The legislature also eliciting referred
inequality acceptably substantiated.
The Constitutional Court concluded that the contested provisions in their
the consequences of an unjustified inequality between the entities raises účastnými when
the implementation of the process, which was established by the legislature to the adoption Institute
mandatory takeover bids. Although it does not follow from the postulátu equality requirement
the general equality of all with all of it, however, the requirement that the right
reason does not specifically favour one before the other. In the case it is common ground,
the requirement for providing the same rights under the same conditions, without
unjustified differences in diction of the contested provisions is not respected,
Since the legislature without acceptable default reasons (and even in the constitutional plane)
put those bodies that received the shares in connection with the
the privatization of State assets. In the wake of what was stated, cannot be
look through or from the fact that in the meaning of article. 4 (4). 2 of the Charter may be
the limits of fundamental rights and freedoms governed, under the conditions laid down in this
constitutional document only by law, and application of the provisions of the
the limits of fundamental rights and freedoms must be investigated, their nature and
the meaning of such restrictions must not be abused for purposes other than for the
that was established (article 4, paragraph 4, of the Charter). If every right
own shares, also has the right with them as his assets have in
the range must be determined under the same conditions as well. Other
the words everyone has the right to own property, and ownership of all
owners has the same statutory content and protection (article 11, paragraph 1, of the Charter).
As well as the ownership and must not be misused to the detriment of the rights of
of others, or in violation of the law protected the general interests, while
the forced restriction of ownership rights can be in the public interest, and that the
under the law, and for compensation (No. 11, paragraph 3 and 4 of the Charter). Another procedure is the
contrary to the constitutional order of the Czech Republic, and in particular when
does not respect the principle of minimizing interference with fundamental rights in the form of
their eventual constraints and at the same time maximizing the preservation of content
the essence of the basic law. The Constitutional Court therefore challenged the provisions of the
set aside for their inconsistency with article. 11. 1, 3 and 4, in conjunction with article. 1
paragraph. 1, article. 3 (3). 1 and article. 4 (4). 3 and 4 of the Charter and article. 14
The Convention, in the text of the article. 1 of the additional protocol to the Convention and article. 26 Pact, and
It's the day of the publication of this finding in the collection of laws.
The appellant's application under section 39 of the Act on the Constitutional Court can only
briefly noted that the Constitutional Court will first have to deal with the proposal on the
repeal of Act No. 501/2001 Coll., amending the commercial code changed,
the examination of whether a group of senators. In this case decided to finding of 2 July.
10.2002, SP. zn. PL-5/02 and by this time has not experienced in this matter
no legislative developments.
The Vice-President of the Constitutional Court:
JUDr. Haboob in r.
