Services offered

Buying a Business

I will assist you throughout the entire acquisition process, be it the purchase of a whole company, majority or minority share, an enterprise of your competitor or its parts. I will explain the differences between various types of transactions and help you to find the most suitable one.

I will conduct legal due diligence of the purchased business, draft and negotiate the contractual documentation and will help you to fulfil all conditions precedent required for successful completion of your transaction.

For large transactions, I can take the lead in the management and co-ordination of the entire project, including all participating advisors (tax, accounting, financial) as well as of the management and/or employees of the client.

Selling a Business

will help you find the most suitable approach to the sale of your business, conduct a seller’s legal due diligence to identify any potential irregularities of the business and assist with rectifying them before the sale proceeds. I will also assist you with the preparation of data and documentation for the purchaser’s due diligence.

I will draft or comment on contractual documentation and will negotiate it on your behalf. For large transactions, I can take the lead in the management and co-ordination of the entire project.

Should you plan to keep a minority share in the sold business and continue working at the business as a manager or consultant (which is typical for transactions with private equity investors), I will help you to negotiate reasonable conditions with the new owner.

Joint Ventures and Strategic Alliances

will analyse and explain possible alternatives for your joint venture project, help you in setting the correct ratio of voting rights, help you to negotiate the joint venture option that is most advantageous for you and draft and negotiate the contractual documentation on your behalf. I can also assist with incorporating a new SPV company for the joint venture.

I will explain and help you to negotiate instruments such as tag along, drag along and similar rights that can be negotiated in joint venture projects.

I will help you overcome not only language, but also cultural and legal barriers that may arise when negotiating with a foreign business partner.

Restructuring

Is it a good time to restructure your business? In co-operation with the client’s management and tax advisors, I will help you to create a restructuring plan that will be executable from the managerial, tax and legal points of view and will avoid creating unnecessary administrative burdens.

I will take care of the execution of the legal area of the agreed restructuring plan (be it a merger of daughter companies, splitting up your business with the founding of new subsidiaries, transfer of a subsidiary’s seat abroad or closing down and liquidation of a branch) and will be happy to organise the implementation of its parts abroad.

Arranging Financing

I will review and negotiate with you the terms and conditions of the contractual documentation (credit agreements, security documents) so that they are reasonable and standard for the given type of deal, bring to your attention any clauses that may limit the current operation or expansion of your company, assist with organising the fulfilment of the conditions precedent by the client for the release of the funds by the financing institution.

Doing Business with a Czech Partner

Thanks to years of experience gained through working for foreign clients, I understand how to convey information and advice to my clients in a manner that the clients will understand, not only because it’s in English, but also because it is clear and concise. I will also help you overcome various cultural differences that may arise when you are dealing with a local Czech partner.

Establishing a Subsidiary in the Czech Republic or Elsewhere in the CEE

I will be happy to assist you when establishing your presence in the Czech Republic or in the whole of the CEE, be it through your branch or a new subsidiary or subsidiaries. I am able to assist you throughout the entire process of the establishment of a Czech subsidiary and by using my network of contacts with foreign attorneys, notaries and tax advisors, I can help you with establishing subsidiaries or branches in other CEE countries. Should you find it convenient, I can serve as the main point of contact and organise the work of other CEE advisors working on such an exercise.

Dealing with Important Partners

I am happy to offer you my experience and knowledge gained while participating in negotiations and management of large deals and am prepared to attend any important meetings with you. I will help you to overcome any potential contradictions with my experience from similar transactions and will help to create a collaborative environment to find a solution acceptable for all parties involved.

Concerned with your Responsibility?

Being a manager or a member of an executive or supervisory body of a company involves a great deal of liability – should you encounter a situation which may have important legal consequences, I can analyse it for you and give you recommendations as to what steps should or should not be taken.

Doing Business in the Utilities Sector

The utilities sector has been of great interest to me from the beginning of my career; therefore, I know that doing business in the utilities sector, such us electricity, gas and heating sectors, is strictly regulated by both Czech as well as European regulations. Every year the Czech Republic and/or the EU add further areas under their regulation (such us emissions allowances, promotion of electricity production from renewable sources or cogenerations and the like).

Should you have a transaction involving the utilities sector, I will advise you what the regulations are and how to proceed in compliance with the laws regulating this sector. I will also assist you in negotiating specialised contracts relating to the utilities sector (such as sale/purchase of emissions allowances) or assist in obtaining various licences pertaining to doing business in the utilities sector (e.g. for electricity trading).

Having an IT Project

IT business involves numerous copyright and contractual law issues – I will advise you how SW licences work, what terms and conditions licence agreements should contain, draft and negotiate agreements for the provision of IT services, (Service Level Agreements) including the setting of suitable metrics and help you with negotiating of outsourcing of IT or other processes.

Doing Business with Public or Utilities Entities

Procurement of goods or services by public entities as well as enterprises active in the utilities sectors (electricity, gas, heat, post) is regulated by Czech as well as EU regulations, which aim at ensuring the cost-effective spending of public money and economical acting by the usually monopolist enterprises.

If you are competing to be awarded a public contract, I will help you to overcome the burdens of the formalised public procurement process so that your offer is compliant with the public procurement rules.