Mergers and acquisitions / corporate law

Mergers and acquisitions / corporate law

Key contacts

Jaroslav Havel
Managing Partner
jaroslav.havel@havelpartners.cz

Jan Koval
Partner
jan.koval@havelpartners.cz

Václav Audes
Partner
vaclav.audes@havelpartners.cz

David Neveselý
Partner
david.nevesely@havelpartners.cz

Ondřej Florián
Partner
ondrej.florian@havelpartners.cz

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 our 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.

We are 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 our 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, our office 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

Our 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.

Our office typically advises on approximately 20 – 40 legal due diligence investigations per year.

PRIVATE EQUITY / VENTURE CAPITAL

Our office 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. We regularly advise 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

Our office 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

We provide 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. We also provide for legally efficient and cost-effective implementation of the solutions proposed. Our office 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.

Publications and newsletters

Will the Register of Beneficial Owners be non-public or what will be the consequences of the CJEU’s decision to invalidate part of the AML Directive?
Author: Ondřej Florián, Alexandra Parnaiová The entry into force of the new Act on Registration … read more »

HAVEL & PARTNERS provided comprehensive advice to IF Invest EAST on the acquisition of Ostrava Airport Multimodal Park
HAVEL & PARTNERS provided comprehensive legal assistance to IF Invest EAST in connection with t… read more »

The deadline to comply with the obligation to register additional identification data is running out
Authors: Štěpán Štarha, Patrícia Jamrišková, Natália Tomčíková Following a legislati… read more »

New Act on the Register of Beneficial Owners to enter into force on 1 June 2021
Authors: Ondřej Florián, Alexandra Parnaiová New Act No. 37/2021 Sb. on the Register of Ben… read more »

Guide to the corporate world after the amendment | Part IV.
Authors: Ondřej Florián, Gerardi Karolína RIGHTS OF A SHAREHOLDER IN A LIMITED LIABILITY COMPANY… read more »

Monistic arrangement - all statutory directors have been deleted from the Commercial Register
Authors: Ondřej Florián, Eliška Dittrichová A fundamental change brought about with effect … read more »

GUIDE TO THE CORPORATE WORLD AFTER THE AMENDMENT | PART 3
Authors: Ondřej Florián, Pavlína Petráčková One-tier governance: Where did the governing di… read more »

GUIDE TO THE CORPORATE WORLD AFTER THE AMENDMENT | PART 2
Authors: Ondřej Florián, Radek Wejmelka Division of profit and other equity funds under new… read more »

GUIDE TO THE CORPORATE WORLD AFTER THE AMENDMENT | PART 1
Authors: Ondřej Florián, Radek Wejmelka What changes should companies expect and when they will … read more »

The registration of beneficial owners of all legal entities is not going away and instead wants more from us
Authors: David Neveselý, Ondřej Florián, Alexandra Parnaiová Current situation In 2017, an am… read more »

Are you doing business through a limited liability company? You may now be eligible for a compensation bonus in connection with the coronavirus
Authors: Ondřej Florián, Pavlína Petráčková, Eliška Dittrichová An amendment to Act no. 159/2020… read more »

Duties of and risks for members of governing bodies during the coronavirus pandemic (part three)
PART THREE | DISTRIBUTION OF PROFIT AND INVALIDITY OF GENERAL MEETING RESOLUTIONS Authors: O… read more »

Duties of and risks for members of governing bodies during the coronavirus pandemic (part two)
PART TWO | SPECIAL DUTIES DURING THE CORONAVIRUS PANDEMIC AND THE QUESTION OF CONCERN INSTRUCTIONS … read more »

Duties of and risks for members of governing bodies during the coronavirus pandemic (part one)
PART ONE | DUE MANAGERIAL CARE Authors: Ondřej Florián, Soňa Karbanová, Kamil Kovaříček The … read more »

Companies in quarantine: What are the implications of the new measures ensuring the operation of corporate bodies during an epidemic?
Authors: Ondřej Florián, Radek Wejmelka The current emergency measures adopted in response to t… read more »

Have you already fulfilled the obligation to register your beneficial owners in the Commercial Register?
Authors: Ondřej Majer, Štěpán Štarha, Kristína Saktorová The State has extended the deadline, bu… read more »

Obligation to register beneficial owners in the Commercial Register (or other registers)
With effect from 1 November 2018, an amendment to Act No. 297/2008 Coll., on the Prevention of… read more »

The search for the beneficial owner continues! Have you made a timely registration of your beneficial owner?
Authors: Ondřej Florián (Partner), Alexandra Parnaiová (Junior Associate) As we covered in one… read more »

Press releases

HAVEL & PARTNERS is the most popular law firm for clients and the best law firm in the Czech Republic for the third time in a row in the Law Firm of the Year competition
The results of the 15th annual Law Firm of the Year competition in the Czech Republic, organised by… read more »

HAVEL & PARTNERS M&A and Corporate team strengthened to include Petra Čorba Stark as counsel
HAVEL PARTNERS' transactional team, which is the largest and most experienced in Central Europe… read more »

HAVEL & PARTNERS is the largest Czech law firm and the fifth largest law firm on the Slovak market. It is the largest law firm in the field of Intellectual Property law and Competition law
In the TOP 10 largest law firms ranking, which is compiled by the daily SME and The Slovak Spec… read more »

HAVEL & PARTNERS has once again become clients’ most popular law firm in the Law Firm of the Year competition in Slovakia. It has also defended its first place in the M&A category and remains the best-rated law firm in this competition
The largest Czech-Slovak law firm HAVEL & PARTNERS again won the award for the best client … read more »

HAVEL & PARTNERS’ team joined by Petr Dohnal as counsel
HAVEL & PARTNERS M&A practice group, the largest and most experienced of its kind in Centra… read more »

HAVEL & PARTNERS’ M&A team has been strengthened to include senior associate Róbert Petrán
HAVEL PARTNERS’ transaction team, which is the largest and most experienced in Central Europe with … read more »

HAVEL & PARTNERS has contributed to the International Comparative Legal Guide to: Mergers & Acquisitions 2018
The largest Czech-Slovak law firm HAVEL & PARTNERS has contributed to the International Compara… read more »

Significant Matters

HAVEL & PARTNERS provided comprehensive advice on the settlement of disputes over the “ŠKODA” sign
HAVEL & PARTNERS’ experts provided comprehensive legal support to the Volkswagen Group's larges… read more »

Havel & Partners was the legal advisor on one of the largest real estate transactions on the office space market in Slovakia
HAVEL & PARTNERS advised the buyer, the Czech company ZFP Investments, on the acquisition of th… read more »

HAVEL & PARTNERS provided legal services to European Housing Services in the acquisition of M&M Reality
HAVEL & PARTNERS represented the real estate group European Housing Services (EHS), which inves… read more »

Advice for PricewaterhouseCoopers on the sale of its Global Mobility Tax and Immigration Services business
M&A experts in the law firm HAVEL & PARTNERS have taken part in a major international advis… read more »

HAVEL & PARTNERS advising on investment in the logistics fintech company 4Trans
HAVEL & PARTNERS’ team of experts participated as a legal advisor to venture capital funds Atmo… read more »

HAVEL & PARTNERS acts as legal advisor to Credo Ventures on the investment in start-up EquiLibre Technologies
HAVEL & PARTNERS’ venture capital specialists provided comprehensive legal services to Credo Ve… read more »

HAVEL & PARTNERS advised Lighthouse Ventures on the sale of its portfolio company PEKAT VISION
The M&A team of HAVEL & PARTNERS led by Václav Audes (Partner) and Juraj Petro (Senior Asso… read more »

Advising international investors in the Czech travel start-up Daytrip
The HAVEL & PARTNERS team acted as legal counsel to investors in a Series A investment round in… read more »

HAVEL & PARTNERS represented the sellers in the sale of a controlling stake in SMART Comp to Nej.cz
HAVEL & PARTNERS, in association with the financial advisor Arbol Advisory, participated in ano… read more »

Comprehensive advice to the seller during Michelin’s acquisition of ČEMAT
Michelin, a prominent global manufacturer and distributor of tyres, has completed its acquisition o… read more »

HAVEL & PARTNERS’ team provided comprehensive legal advice on a venture capital investment in Photoneo
The law firm HAVEL & PARTNERS has provided legal advice and assisted in a one of the biggest ve… read more »

HAVEL & PARTNERS’ team advised the owner of KLEIN automotive
HAVEL & PARTNERS advised the client on the sale of 100% of its shareholding in KLEIN automotive… read more »

HAVEL & PARTNERS acted as legal advisor on the sale of an interest in QUINTA-ANALYTICA
Genesis Private Equity Fund III (GPEF III ) of the Genesis Capital group sold its 85.9% interest in… read more »

Advising Genesis Capital on the sale of the Czech software firm CN Group to the global company Ciklum
HAVEL & PARTNERS’ specialised M&A team represented the Genesis Capital group, a private equ… read more »

HAVEL & PARTNERS advises Premium Media Group on the acquisition of Art Antiques to its portfolio
As part of a significant transaction on the premium print media market, the HAVEL & PARTNERS la… read more »

HAVEL & PARTNERS advised PriceHubble on the acquisition of Realtify
HAVEL & PARTNERS represented PriceHubble, a Swiss start-up company, in the acquisition of 100% … read more »

Legal advice to the HELUZ family business on the purchase of an insulating glass manufacturer
The professional M&A team at HAVEL & PARTNERS provided comprehensive legal advice to HELUZ,… read more »

HAVEL & PARTNERS provided legal support to CapVest in the Czech Republic in the sale of an Irish multinational food producer
Experts from the law firm HAVEL & PARTNERS provided legal support to the British investment com… read more »

HAVEL & PARTNERS represented the proprietors of KOMIX in the sale of the company to the KKCG group
HAVEL & PARTNERS provided comprehensive legal advice to the sellers in a major transaction in t… read more »

Comprehensive advice to Rupula one on the purchase of a stake and additional financing of Pet Farm Family
The investment company Rupula one owned by Jaroslav Havel acquired, in two stages, a 30% stake in P… read more »

HAVEL & PARTNERS has led advisory services in an international facility management deal
HAVEL & PARTNERS has led comprehensive legal advisory services in a substantial international f… read more »

HAVEL & PARTNERS has provided comprehensive advisory services to SEBRE, an investment group purchasing a share in the Sousedé.cz platform
HAVEL & PARTNERS has provided comprehensive M&A advisory services to SEBRE, an investment g… read more »

HAVEL & PARTNERS provided comprehensive advice on the acquisition of Medema
Dentamed, a member of the Lifco group, has acquired 100 percent shares in Medema, Brno-based vendor… read more »

Comprehensive advice to an Austrian fund on an investment in the Czech payment service Twisto
By providing comprehensive legal advice to the Elevator Ventures fund, the law firm HAVEL & PAR… read more »

HAVEL & PARTNERS is representing Raiffeisenbank in the acquisition of Equa bank
HAVEL & PARTNERS has provided comprehensive legal advice to Raiffeisenbank on the purchase of 1… read more »

HAVEL & PARTNERS advised Premium Design Group on the acquisition of a 100% share in the manufacturing cooperative Javorina
The team of the most successful and largest Czech-Slovak law firm HAVEL & PARTNERS, led by part… read more »

Comprehensive legal advice by HAVEL & PARTNERS on a spin-off of the assets of Pražská teplárenská a.s.
The largest Czech-Slovak law firm HAVEL & PARTNERS has provided, under the leadership of Ondřej… read more »

Comprehensive advice during the sale of the Czech company GuideVision to the Indian IT company Infosys
HAVEL & PARTNERS, the largest Czech-Slovak law firm, has provided comprehensive legal and tax a… read more »

HAVEL & PARTNERS advised Genesis Capital Growth on the acquisition of Home Care Promedica
Several professional teams of the largest Czech and Slovak law firm HAVEL & PARTNERS headed by … read more »

Advising the City District of Prague 6 on the sale of lucrative land plots for residential construction
The largest Czech-Slovak law firm HAVEL & PARTNERS has provided comprehensive legal advice to… read more »

Advising the Brno-based start-up Codasip on its partnership with large global investors
HAVEL & PARTNERS’ legal team, led by partner Vaclav Audes and associate Ivo Skolil, has prov… read more »

Legal advice to Hengst Group on the acquisition of leading air filtration manufacturer DELBAG
HAVEL & PARTNERS, the largest Czech and Slovak law firm, has participated as an adviser in a… read more »

Legal advisory to the largest group of construction project companies in the Czech Republic on entering the IT market
Law firm HAVEL & PARTNERS has provided comprehensive legal advisory to SUDOP GROUP a.s., the… read more »

Legal advice to SODECIA Group on acquiring a share in MATADOR Automotive – a significant automotive transaction
HAVEL & PARTNERS (until 31 December 2017 Havel, Holásek & Partners) has provided compreh… read more »

Legal advice to Tomáš Čupr's company on acquiring a majority share in the company operating the online store rohlik.cz
Havel, Holásek & Partners (from 1 January 2018 HAVEL & PARTNERS) has provided comprehens… read more »

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