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Legal shorts January 2022

27 January 2022

Changes in the use of cookies

According to the GDPR Regulation, or The Personal Data Protection Act protection, consent is needed to use the so-called cookies when visiting the website only in cases if personal data is processed.

On 01/02/2022, a new Act on Electronic Communications will enter into force, according to which the consent of the website visitor with the use of cookies (functional, analytical, and marketing) will always be required, i.e., even if the processing of personal data does not occur.

Consent to the use of cookies required by the new Electronic Communications Act will be required to meet the requirements established by the GDPR Regulation or Personal Data Protection Act.

The new rules must be considered when creating websites to avoid possible sanctions by the controllers. In this respect, the new act changes according to which the Office for Regulation of Electronic Communications and Postal Services of the Slovak Republic will be able to fine website operators for using cookies in violation of the new law. In this case, it will be possible to impose a fine ranging from 200,- EUR up to 10% of the website's turnover.

Pay attention to gun-jumping

The rules on merger control are intended to ensure that mergers, acquisitions, or the creation of a full-fledged joint venture do not lead to distortions of competition. To make these rules effective enough, an obligation to announce the concentration of competition authority is required before exercise of the rights and obligations arising therefrom, as well as the prohibition on exercising those rights and obligations until the competition authority validly decides the concentration (e.g., the Antimonopoly Office of the Slovak Republic or the European Commission). At the same time, it is also necessary to avoid the exchange of sensitive information.

The importance of banning early implementation of a concentration, also called gun-jumping, was confirmed by the General Court of the EU when in the second half of 2021, in the Altice case, it imposed a fine of more than 100 million euros for non-compliance with these rules.

In this context, it is necessary to keep in mind the ban on gun-jumping when structuring the transaction and improve the entire procedure and the transaction documentation. In addition to the imposition of a fine, the trader may be required to impose an administrative and time-consuming obligation to restore the level of competition before the concentration, mainly through the division of the undertaking or the retransfer of the acquired rights.

The forthcoming amendment to the Labor Code is intended to strengthen the position of the employee

The new Labor Code is intended to extend the scope of agreements that are automatically invalid to those that prohibit an employee from exercising a professional activity outside the employee’s agreed working hours. Such arrangements are made to achieve the best possible performance for the employee or for the employee to invest his or her energy in an employment relationship with only one employer. However, the law explicitly leaves the employee the freedom to decide whether to carry out several professional activities simultaneously. Suppose the employer is dissatisfied with the employee's work. In that case, he still has the opportunity to use the reasons given by the Labor Code.

An agreement to ban other activities would automatically be invalid - it would be treated as non-existent, regardless of whether it was included directly in the employment contract or any additional agreement between the employee and the employer.

Concerning the exercise of another professional activity with the competitive character of the employer’s activity, his written consent will still be required.

The proposed effective date of the amendment is August 1, 2022.

Upcoming changes in media law

In media law, a completely new so-called media law is being prepared to replace the current Broadcasting and Retransmission Act and the Digital Broadcasting Act.

One of the most significant changes is the introduction of new rules for platforms on video sharing (such as YouTube). The regulation of such platforms will be closer to that of broadcasters (radios), audiovisual service providers (television), or multiplex providers (cinemas).

In practice, this means that video-sharing platform providers will, among other things, be obliged to comply with legal requirements for the protection of minors, in particular concerning incitement to hatred, violence, or terrorism, or rules to prevent the spread of child pornography.

A novelty in the legal regulation is also the obligation to register public sector partners, which applies to entities to which the new act will apply, regardless of whether they trade with the state or not. This provision aims to increase the transparency of the services provided in this sector and the ownership structure of the entities concerned.

The Media Act is currently in the National Council of the Slovak Republic in the second reading.

Changes in the field of construction in Slovakia

On 14/01/2022, the National Council of the SR received a draft act on territorial planning and a draft Act on construction. Together with the amendment to the Competence Act are the new rules in the field of construction in Slovakia.

The explanatory memorandum indicates that the objective of the new legislation in the field of construction should be the professionalization of state administration in construction, the reduction of administrative burden in construction-related activities, the simplification of building permits, in particular, the electronation of processes and the digitalization of data related to territorial planning and construction. Newly, for example, the building permit should be managed by the Office for Territorial Planning and Construction of the Slovak Republic. The competence of the municipalities, being previously planning authority, should be transferred to the planning offices, which will be the workplaces of this newly established office.

However, the interconnected three proposals have faced considerable criticism from the professional public for their shortcomings. We will closely monitor the development of the legislative process.

Deadline for voting by the General Meeting per rollam

It is common practice for the general meeting of a limited liability company to take decisions outside its meeting, the so-called per rollam. Such voting is often initiated by a particular shareholder, who sends the draft resolution of the general meeting to the other shareholders for comment and vote.

The law has real legal consequences with the voting or non-voting of the remaining partners. However, the law does not specify a deadline for the comments to be given to the shareholder.

Following the established decision-making practice of the Supreme Court of the Slovak Republic, this period should be reasonable, considering the draft resolution, its seriousness, and urgency.

Suppose the deadline is disproportionately short due to the resolution submitted. In that case, it is impossible to associate with its omission the legal consequences provided by law., i.e., that the shareholder disagrees with the draft resolution (i.e., votes against it). The above applies no matter how many votes the shareholder has and, therefore, whether he can influence the final decision.

Therefore, in aper rollam vote, it is necessary to allow the other member a reasonable period to comment, the length of which corresponds to the proposed resolution.