Corporate Law / Mergers & Acquisitions, Divestitures, Restructuring

COMMERCIAL LAW AND CORPORATE LAW

Commercial and corporate advice is core to our services to domestic and international clients. We assist our clients in all matters from choosing the type of business enterprise and its establishment, to complex domestic and international transactions. We commonly advise on:

• establishing new companies
• Commercial Register and trade licensing procedures
• general meetings and other corporate meetings
• increases and reductions of share capital
• designing and executing corporate restructurings including transformations and liquidations of companies
• joint venture agreements
• stock option plans
• structuring legal relationships between affiliates

Establishing a foreign presence in the Czech Republic also often involves national and international tax planning where we provide comprehensive, one-stop services in cooperation with leading tax consultants.

MERGERS & ACQUISITIONS

Mergers & Acquisitions is Havel, Holásek & Partners’ most extensive specialization area, in which the firm is the leader in the Czech legal market. Our lawyers have participated in the most standard M&A transactions, transformations and restructuring projects carried out on the Czech and Slovak markets, particularly by foreign investors. These include transactions concerning major companies and state-owned enterprises in the banking and finance sector, energy and utilities, building industry, engineering, metallurgy, pharmaceutical industry, paper and pulp production, rubber industry, food industry, telecommunications and information technologies, consumer goods, and tourism.

Havel, Holásek & Partners is capable of providing legal advice in connection with the full range of regular M&A transactions, including mergers, consolidations, demergers and other transformations, asset sales as well as sales of ownership interests, shares, an entire or part of a business, and leases of business or their parts. Our M&A services commonly include:

• detailed transaction structuring advice
• lead counsel advice for regional acquisitions
• legal audit (due diligence)
• industry-related expertise in structuring transactions
• drafting and negotiating transaction documents
• merger control and compliance
• post-acquisition advisory services

We typically advise on approximately forty to seventy mergers, acquisitions, divestitures or similar transactions per year.

LEGAL AUDITS AND LEGAL DUE DILIGENCE

Legal audits and legal due diligence investigations constitute a substantial part of Havel, Holásek & Partners’ legal practice. Our lawyers have extensive experience in performing comprehensive legal audits and due diligence investigations for major Czech and foreign strategic and financial investors in a number of areas, including mergers and demergers of companies, purchases of movable assets, real estate or receivables, and the financing of investments.

In addition to standard legal audits or due diligence investigations, Havel, Holásek & Partners performs highly specialized legal investigations in individual areas of law as specified by the clients, such as:

• the position and operation of company management
• banking and other financial transactions
• the status of real estate
• employment law and human resources
• personal data protection
• public procurement law

Havel, Holásek & Partners’ expertise in the area of legal audits and legal due diligence investigations is enhanced by our close cooperation with tax, financial and accounting consultants, and audit and forensic professionals. The professionals in all of the above areas are capable of working as a single team under joint management providing for an efficient exchange of information and ensuring a comprehensive approach to the issues investigated.

Havel, Holásek & Partners typically advises on approximately 20 – 40 legal due diligence investigations per year.

PRIVATE EQUITY/VENTURE CAPITAL

Havel, Holásek & Partners has a strong private equity and venture capital practice, representing both Czech and international buyers and sellers of businesses in a wide range of industries. The firm was the first Czech law firm enjoying the status of an associated member of the Czech Venture Capital Association (CVCA), and has also been permanently represented in the Tax & Legal Committee of the Association. Havel, Holásek & Partners regularly advises clients on:

• transaction finance structuring
• financing strategies
• due diligence investigations of the legal status of the target
• drafting and negotiating sale and purchase agreements, and financing documentation
• drafting and negotiating shareholder agreements, option agreements and convertible loan agreements with the target’s shareholders
• portfolio management of private equity/venture capital funds
• exit issues

Havel, Holásek & Partners handles all stages of the above transactions. We also work with private equity / venture capital investors’ portfolio companies on corporate formation, IP protection, commercial transactions, licenses, strategic relationships, M&A, and other issues.

ADVICE ON TRANSACTIONAL TAX STRUCTURING

Havel, Holásek & Partners provides comprehensive consultation services on transactional tax structuring through its own specialized expert team and cooperating external partners. Our practical experience and expertise enables us to offer innovative solutions, while typically we assess all the legal, tax and other financial aspects of the legal and tax structuring of simple as well as more complex projects.

The purpose of our advisory services is to recommend the optimal tax solution for the transactions contemplated or pursued by the client, including identification of tax planning opportunities, both local and international. Havel, Holásek & Partners also provides for legally efficient and cost-effective implementation of the solutions proposed. Havel, Holásek & Partners typically provides clients with the following services:

• tax planning of divestitures and investments for individuals and organizations, with a special focus on exit strategies from the perspective of taxation of capital gains
• pre-sale restructuring for the subsequent sale
• advising on company ownership restructuring (including minority shareholder squeeze-outs)
• structuring of holding companies, with an emphasis on optimization of the taxation of capital gains and dividends
• optimization of tax strategies for doing business in the Czech and Slovak Republics, or in other jurisdictions
• financing within a group of companies, dealing with undercapitalization
• structuring local and cross-border mergers and other transformations
• post-acquisition restructuring
• structuring real estate investments (also via collective investment funds), holding structure optimization, and financing strategies

As part of our services, we are also prepared to provide, via our cooperating audit, tax, accounting, payroll and corporate governance advisers, solutions to other special issues that may arise in this context. This offers our clients one-stop transactional consulting services involving legal and complete business advice.