Commercial / Contract Law
HOLEC, ZUSKA & PARTNERS offers comprehensive services and legal advice related to the structuring, drafting, negotiations and subsequent implementation and termination of a whole range of commercial agreements covering all manner of business activities on the territory of the Czech Republic. In co-operation with providers of tax & audit services we also continuously provide an expert consultancy on taxation or other specialized financial & transactional issues. Typical services provided in this sector include:
- Formation and registration of various forms of companies and establishment of SPV (including obtaining all regulatory permits) as well as their dissolution by liquidation or termination of activity of organisational units (branches) of foreign companies;
- Mergers and acquisitions of companies through assets or shares (including pre-requisite legal due diligence reviews and subsequent proceedings at national anti-monopoly / competition authority), spin-offs etc.
- Besides purely legal due diligence review, we also provide comprehensive transactional advice in financial, tax and business matters;
- Services provided by the form include representation of companies before the Office for the Protection of Economic Competition in competition matters;
- Corporate services include routine “Corporate housekeeping”, i.e. implementing various changes in existing companies (removal and appointment of executives, members of the board of directors or supervisory board, changes of registered offices, licenses required for expanded business activities, increases and reductions in registered capital, review & preparation of internal documents related to the normal operation and governance of corporations (rules of procedure, voting or organisation rules), advice related to proper and timely satisfaction of various statutory obligations (review of the content of memoranda of association, partnership agreements, statutes, articles, obligatory offers preceding shares buy-outs, agreements on control, squeeze-outs, filing of deeds in the Collection of Deeds of the Companies Register etc.);
- Advice related to structuring of and termination of relationships with members of the statutory bodies (executives, members of board of directors) and top management, including consultancy related to visa requirements and/or residence permits in the Czech Republic for foreign nationals.
In cooperation with our partner law offices abroad we offer comprehensive advice in transactions that exceed boundaries of the Czech Republic.
Recent major references:
- Project and implementation of a merger of a group of major automobile components manufacturer, equity of the successor company exceeding 2.5billion CZK.
- Reorganization of ŠKODA - AUTO a.s. – comprehensive legal advice in cooperation with Ernst & Young in transformation of ŠKODA AUTO a.s. University to a separate legal entity.
- Advice provided in connection with internal reorganization of a major A/C and cooling technology manufacturer in the Czech Republic.
- Restructuring of the Kinský dal Borgo holding;
- Cooperation on a cross-global merger between SKF and LINCOLN, transaction worth approx. 1 bn USD worldwide;
- Komwag, a.s. due diligence review & project for contemplated acquisition of a large environmental and engineering company;
- CABOT Czech Holding Company / CS CABOT – restructuring of companies within the Czech & European holding structure.