TRANSACTIONS AND TRANSFERS

Mergers and acquisitions from A to Z

Mergers and acquisitions are a key specialisation of our firm. We advise both buyers and sellers on transactions and close cooperation with colleagues who specialise in tax issues is a matter of course for us.

We will advise you on the disposition of company assets (asset deal) as well as on the sale and lease of the plant. In the area of investing in companies, we will provide you with the highest service in the preparation of the investor's entry into the company, the adjustment of relations after the entry and the establishment of effective cooperation with other partners or shareholders.

We will guide you from start to finish

We will handle the entire legal process for you in terms of transactions. We will guide you through the entire procedure from start to finish. We will help you with the preparation of the Non-Disclosure Agreement (NDA) and the Letter of Intent. Our attorneys have extensive experience in conducting comprehensive due diligence. Depending on the nature of the transaction, we will conduct an in-depth legal audit, focusing on only selected or all areas of law as needed, and prepare a comprehensive report on the results of the legal audit and the implications of the issues found.

We will then negotiate with the counterparty and prepare bulletproof Czech or English transaction documentation (SPA, SHA, IA, escrows), which will help you avoid possible inconveniences in the future. We will also adjust the company structure and its internal documents (necessary corporate changes, founding documents, performance contracts, cooperation agreements).

When negotiating the documentation, we place great emphasis on the guarantees, representations and assurances provided by the counterparty. Finally, we will arrange for the subsequent registration of changes in the relevant registers and represent you in negotiations with government authorities (licenses, re-registration). 

We will also advise you on project financing and the preparation of complete loan and security documentation, always in cooperation with experts from our banking and insurance department. We are also ready to assist you with bond financing. Financial statements are not unknown to us, we can read them carefully and we can also help you with the valuation of shares in corporations. 

In order to provide you with the best possible service, we collaborate with our tax colleagues on all matters.

We will guide you through the world of mergers

We have significant experience in providing comprehensive legal services in the area of company transformations and holding structure optimization. We can help you with purely domestic conversions as well as cross-border conversions. We are no strangers to any form of transformation, and you can turn to us for mergers, amalgamations, transfers of assets to a shareholder, divisions or changes in the legal form of various companies.

We will help you with the conversion project, draw up a detailed schedule and prepare all the necessary approvals. Our team members are experts in the field of group law and will help you to regulate the subsequent legal relations within the group, including from a tax perspective.

We will also advise you on joint ventures and our experience in providing legal advice in the area of Private Equity and Venture Capital will be welcomed by both domestic and foreign clients. In addition to advising on mergers and acquisitions, we provide standard advice on company formation, commercial transactions and building strategic business relationships. 

What else can we help you with?

We provide you with the best legal comfort and know how to minimize and treat potential risks. When it comes to start-ups, we will help you with intellectual property issues and with securing all the necessary permits to ensure that your business is ready to operate properly. We will prepare a partner or shareholder agreement, advise you on setting up options, pre-emption rights or drag-along and tag-along rights.

Businesses face complex challenges every day and decision-making often requires a thorough knowledge of all the legal aspects involved. Our team collaborates closely with teams from other specialized fields, for precisely these reasons, focusing in particular on corporate law, banking & insurance, tax, labour law, GDPR, AML, business disputes and other areas. 

Of course, we also take into account the competition and regulatory aspects of the client's business transactions. 

We are valued not only for our responsiveness, innovation, precision and experience, but also for our ability to bring complex matters to a successful conclusion.

In the area of mergers and acquisitions, we deal daily with:

• advising on acquisitions of companies or interests in companies (shares, stocks), plants (parts of plants), including leases, or asset deals;
• conducting legal due diligence, assisting in the preparation of documents for legal due diligence, drafting final due diligence reports and providing analysis of the impact of the findings on the planned transaction;
• advising on real estate transactions (sale or purchase of residential or commercial buildings, land);
• preparation of complete transaction documentation;
• designing the optimal structure of the transaction, also taking into account various tax aspects;
• post-transaction advisory services and related adjustments to corporate documentation, minutes of general meetings and appointment and election of members of the acquired company's bodies, corporate governance, performance contracts, concurrencies;
• restructuring of companies, designing the optimal solution from the legal and tax point of view, preparation of all related documentation;
• relations between controlled and controlling entities, report on relations;
• increasing and decreasing the share capital of business corporations;
• advising on all types of corporate transformations (mergers, amalgamations, transfer of assets to a shareholder, demergers, changes of legal form), including cross-border mergers;
• proposing the most appropriate method of conversion and preparing all corporate documents related to such conversion (project, general meetings, consents);
• Joint Ventures / Private Equity / Venture Capital;
• start-ups, investment and setting up cooperation;
• drafting, negotiating and designing the optimal contractual structure for new contracts or amending the existing commercial contracts, including model contracts;
• commercial register and collection of documents (preparation of submissions, representation in registration proceedings).