Corporate law, mergers, acquisitions and restructuring

Formation of new entities – selection and establishment of the most appropriate legal and tax structure – partnerships, corporations, investment funds (AIC, Investment Funds Association), family foundations, etc. We take into account a wide range of legal and tax considerations. Sometimes the choice can even be determined by the motivation of key personnel (joint-stock company or simple joint-stock company) or the type of debt financing.

Corporate governance – drafting and reviewing contracts, articles of association, bylaws, internal policies and other regulations to ensure corporate governance in companies, servicing shareholder and stakeholder meetings.

Directors' and officers' liability – developing solutions to mitigate directors' and officers' risks, conducting training, and advising on the business judgment rule. More on corporate compliance >

Relationships with members of management and supervisory boards – development of reporting structures and mutual relationships within the flexibility provided by the provisions of the Commercial Companies Code.

Holding law – development of mechanisms for safeguarding mutual interests in relation to entities operating within larger structures/groups of companies, solutions based on joint ventures, golden shares, personal entitlements, etc.

Corporate advice on changes of ownership – transaction documentation and negotiations, legal, tax and financial due diligence, entry of new shareholders, capital increases and reductions, shareholders' agreements, term sheets, sale transactions or security over shares and interests, squeeze-out procedures, exclusion of a shareholder from the company.

Company reorganisations and liquidations – full service, schemes of reorganisations, mergers and divisions, joint ventures, liquidations, including the disposal of a redundant or unwanted business using insolvency law instruments (prepared liquidation, pre-pack) / so-called "turnkey" liquidations.

M&A and PE/VC transactions – transaction structuring, negotiations, due diligence, drafting of documentation (SPA, security). More on M&A practice >

Corporate disputes – challenging resolutions of corporate bodies, claiming damages from members of corporate bodies for damage caused to the company, actio pro socio actions. More on dispute resolution >

Incentive programmes based on financial instruments and derivatives – design of tax-optimised share programmes or programmes based on subscription warrants, stock options, RSUs and their implementation, assessment of tax consequences, and settlements. More on incentive programmes >

Family wealth succession – advice on asset management and protection, family succession planning using family foundations, associations, AICs and individually designed solutions.

Services for shareholders and general meetings – comprehensive legal assistance in convening and conducting shareholders and general meetings, including representing shareholders as proxies, chairing the meeting, preparing draft resolutions, and assisting in the registration of changes in the Register of Entrepreneurs of the National Court Register.

Digitalisation – electronic signature, digitalisation, S-24, e-box service

Holding general meetings of shareholders and partners – comprehensive legal assistance in convening and holding general meetings of shareholders and partners, including representing shareholders as proxies, chairing the meeting, preparing draft resolutions, assisting in the registration of changes in the National Court Register of Entrepreneurs.

Closing of the financial year – assistance in signing the financial statements, approving them at meetings, submitting them to the registry court