BUSINESS AND HUMAN RIGHTS / Šturma, Mozetic (eds)

conclude that most of their propositions are already legally applicable in the Czech Republic. What remains partly or wholly uncovered is the possibility to sue Czech companies for applying lower CSR standards in countries with insufficient protection of human rights, employees, environmental protection etc. The criminal law of Czech Republic provides for the liability of corporations seated in the Czech Republic for crimes committed abroad (Art. 3 of the Act on the criminal liability of companies, Act No. 418/2011 Coll., as amended). It even establishes universal jurisdiction of Czech courts for crimes such as torture, terrorism, or genocide, regardless of the seat of corporation and place where these crimes are committed. However, more frequent but less serious offenses are covered by administrative law (such as environmental laws, product requirements, or access to information) and limited to territorial application within the borders of the Czech Republic. In addition, torts committed abroad are mostly assessed according to the laws of the state where the breach occurred, 17 which means that delicts, which could be actionable in a court had they been committed in the Czech Republic, need not lead to similar consequences abroad. The situation in corporate and contract law does not differ significantly. On one hand, one of the leading commentaries to Art. 51 of the Business Corporations Act (Act No. 90/2012 Coll., as amended) considers the corporate social and environmental responsibility to be an important factor, that members of statutory bodies of companies should take into account during the exercise of their managerial duties. 18 Also, the general provisions in Art. 1 and 2 of the Civil Code (Act No. 89/2012 Coll., as amended) that applies to all contracts, state that actions and stipulations contrary to good morals are prohibited and the provisions of the Civil Code must be interpreted in accordance with the Czech Charter. 19 On the other hand, companies are free to use novel contract designs that, in relation to CSR, state e.g. the conditions that subsidiary companies or suppliers should meet under the business contract concluded with them. But, the same companies can limit or exclude the application of Czech private law by choice of foreign law and/or jurisdiction according to the rules of private international law. With regard to the legal nature of the CSR Codes already adopted by companies, the wording of the Czech Civil Code does not give a clear answer whether they could be considered a public promise or a public offer. On 21 November 2017, the first Panel of the Constitutional Court of the Czech Republic rejected the admissibility of a constitutional complaint explicitly on the basis that CSR does not present a legally enforceable concept. 20 By doing so, he indirectly confirmed the decisions of lower courts that were of a similar opinion. 21 Nevertheless, as the decision of the Panel of the Constitutional Court concerned only the admissibility of the complaint in question and 17 Art. 101 Act on the private international law, Act No. 91/2012 Coll., as amended. 18 ŠTENGLOVÁ, I. et al.: Zákon o obchodních korporacích: komentář. Praha: C. H. Beck 2017, pp. 150 and foll. 19 For an unofficial translation see e.g. http://obcanskyzakonik.justice.cz/images/pdf/Civil-Code.pdf. 20 Decision I.ÚS 3278/15 of the Constitutional Court of the Czech Republic, available at www.usoud.cz. 21 By lower courts I mean the district and regional courts that dealt with the case at issue before the constitutional complaint was lodged. I searched in the public databases of decisions of the Supreme Court and the Supreme Administrative Court of the Czech Republic, but I did not manage to find any decision explicitly referring to the CSR (situation as of 6 March 2018).

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