Law

Legal News [August 2026]: Five Important Supreme Court Decisions You Shouldn’t Miss

The August selection of Supreme Court case law brings important conclusions in the areas of civil procedure, corporate law and employment law. The Supreme Court clarified the approach courts should take when faced with conflicting expert opinions, confirmed that shareholders may submit counterproposals at a general meeting, and held that a change in a company’s legal form does not prevent the restoration of a transferor’s participation following withdrawal from a share transfer agreement. The Court also addressed the requirements for the effective delivery of legal acts to a member of a statutory body acting in their personal capacity and further clarified the level of specificity required when stating the grounds for immediate termination of employment.

In its judgment of 16 June 2026, Case No. 22 Cdo 959/2026, the Supreme Court of the Czech Republic considered how a court should proceed when it has before it two expert opinions reaching different conclusions, one submitted by a party to the proceedings pursuant to Section 127a of the Civil Procedure Code and the other commissioned by the court. In the case at hand, a company sought the dissolution and settlement of co-ownership of a recreational cottage and related land. The dispute focused primarily on determining the amount of compensation payable for the co-owned share. The appellate court supplemented the evidence with two expert opinions reaching different conclusions as to the value of the property. However, it heard only one of the experts and dismissed the other opinion as unusable without hearing the expert who prepared it. On that basis, it amended the judgment of the court of first instance. The Supreme Court overturned the appellate court’s decision. It emphasised that an expert opinion submitted by a party, provided it meets the requirements of Section 127a of the Civil Procedure Code, has the same evidentiary value as an expert opinion commissioned by the court. Where there are substantial discrepancies between expert opinions, the court should generally hear both experts and confront their conclusions. Only if the discrepancy cannot be resolved should the court consider obtaining a review expert opinion. A court therefore cannot reject one expert opinion in advance without hearing the expert and base its decision solely on the other opinion.
In its resolution of 28 May 2026, Case No. 27 Cdo 306/2025, the Supreme Court addressed previously unresolved questions concerning whether a shareholder of a limited liability company may submit a counterproposal at a general meeting and how the term “matter included in the notice convening the meeting” should be interpreted under Section 185 of the Business Corporations Act. In the case under consideration, a general meeting was convened to approve the transfer of the shares of two shareholders to a third party. During the meeting, however, another shareholder exercised its pre-emptive right and proposed that the shares be transferred to itself. The general meeting approved this proposal. A minority shareholder sought a declaration that the resolution was invalid, arguing that the general meeting had decided on a matter not included in the notice convening the meeting. The lower courts upheld the claim. The Supreme Court, however, set aside their decisions. The Court concluded that a shareholder of a limited liability company may submit both proposals and counterproposals at a general meeting even in the absence of explicit statutory regulation. It further emphasised that the adopted resolution may differ from the proposal originally anticipated by the convening party, provided it still falls within the matter included on the agenda. When assessing this issue, regard must be had to the content of the notice and the specific circumstances of the case, including what outcome shareholders could reasonably have expected. In this case, all shareholders were aware of the ongoing discussions concerning the future transferee of the shares and the existence of the pre-emptive right, and could therefore reasonably have anticipated the possibility of the shares being transferred to an existing shareholder. The Supreme Court also recalled that the absence of a draft resolution in the notice constitutes a breach of Section 184(1) of the Business Corporations Act; however, this breach does not automatically result in the invalidity of the resolution unless the conditions for such interference with corporate affairs under Section 260 of the Civil Code are met.
In its resolution of 29 June 2026, Case No. 27 Cdo 169/2025, the Supreme Court considered whether a change in a company’s legal form from a limited liability company to a joint-stock company prevents withdrawal from a share transfer agreement and the restoration of the transferor’s participation in the company. In the case at hand, a shareholder transferred its interest in the company, but the purchaser failed to pay most of the purchase price. In the meantime, the company was transformed into a joint-stock company and the original ownership interest was converted into shares. The transferor subsequently withdrew from the transfer agreement and claimed to have regained its status as a shareholder. The Supreme Court held that a change in legal form does not interrupt the continuity of the ownership interest but merely alters the rights and obligations associated with it. Consequently, the subsequent transformation of the company does not prevent the transferor from effectively withdrawing from the transfer agreement and having its participation in the company restored.
In its judgment of 30 April 2026, Case No. 29 Cdo 1923/2024, the Supreme Court addressed the previously unresolved question of whether a legal act addressed to a natural person who simultaneously serves as a member of a company’s statutory body is deemed delivered to that person merely because it has been delivered to the company. In the case under review, a loan agreement also contained an agreement under which the managing director acceded to the company’s debt. The key issue was whether acceptance of this agreement had been duly delivered to the managing director where it had entered only the company’s sphere of control through another managing director. The Supreme Court held that the mere delivery of a document to the company does not automatically constitute delivery to a specific managing director acting as a natural person. A legal act becomes effective against a member of a statutory body only if that individual had an objective opportunity to become acquainted with it. This conclusion is not affected by the managing director’s duty to act with due managerial care, because when receiving legal acts addressed directly to them, they are not acting in their capacity as a member of a corporate body but as an individual natural person.
In its judgment of 14 July 2026, Case No. 21 Cdo 195/2026, the Supreme Court considered how specifically an employer must define the grounds for immediate termination of employment under Section 55(1)(b) of the Labour Code. The employer accused an employee of long-term inappropriate conduct in the workplace, but the lower courts found the description of the misconduct to be too general. The Supreme Court emphasised that the purpose of Section 60 of the Labour Code is not to require a complete description of all circumstances, but rather to ensure that the ground for termination cannot be confused with another ground and cannot subsequently be altered. It is therefore not always necessary to specify exact dates, identify all affected individuals or provide other detailed information, provided it is clear what conduct is being attributed to the employee. The Supreme Court further recalled that, as a general rule, every legal act must be interpreted in accordance with general principles of interpretation. A finding that a termination is invalid may therefore be reached only where it is impossible, even through interpretation, to determine the reason for the immediate termination of employment. The Supreme Court accordingly set aside the decisions of both lower courts and remanded the matter for further proceedings.