Law & Business

 

Corporations, Start-ups & Joint Ventures

The day-to-day agenda and fulfillment of responsibilities in the management of corporate processes and significant changes in the composition of partners or shareholders, or members of the bodies of companies, require due care. We accompany our clients throughout the life cycle of their business company – from its establishment and creation, through administration, changes in property or organizational structure, entry of investors, mergers with other entrepreneurs to its demise in the form of liquidation, restructuring, or bankruptcy. In addition, we help clients create and enforce social and shareholder agreements and corporate rules.

Business success depends to a large extent on the quality and continuous legal support. Our task is to navigate clients through the pitfalls of corporate law to be sure that they are 100% ready for business. We help them choose the optimal legal form of the company, create a holding structure, set up relationships with partners, shareholders, investors, or partners in the joint venture, ensure the implementation of all changes in the company and ensure that members of bodies fulfill all their obligations.

 
 

Corporate Governance

If business owners are not directly involved in the operational management of the company, the only effective way to have control over their investment is to set a number of rules for the company's officers regarding strategic management, meeting long-term goals, internal processes, and their responsibility to comply with these rules. They also include the possibility of internal investigations, which can detect in time the abuse of power, neglect or non-fulfillment of obligations, conflicts of interest, damage to the company, which allows liability to be held against relevant members of management, seek compensation from them and then take corrective action.

Our work focuses on advising on the composition of companies' statutory and supervisory bodies, the division of competencies, responsibilities, the functioning of control mechanisms, the resolution of irregularities, and the supervision of risk management. To this end, we prepare and revise the articles of association, guidelines, codes of ethics, organizational policies, and other internal documentation to comply with legal regulations and best practices.

 
 

Commercial Contracts

Contracts are the essential documents in the relationship between business partners. The quality of a contract is not judged by its length but by its content. The importance and significance of good contracts are, in particular, that they significantly reduce the risk of future disputes, as they can prevent them. We have many years of experience in the field of contract law, supported by extensive experience in litigation, which is a fundamental precondition for us to be able to draft any contract thoroughly and predictably.

We prepare complete contractual documentation for our clients or revise existing contracts. We also ensure the negotiations on behalf of our clients. We perform legal audits, the result of which is the provision of information about the contracts of the client or his potential partner with an explanation of the rights, obligations, and especially the risks that arise from them to the client. We are here so that our clients are relieved of extra work and do not have to engage in activities that tell them nothing.

 
 

Intellectual Property

Intellectual property law is a large area that is constantly evolving. It protects one of the most essential values ​​of our clients – a creative activity that is unique and extremely valuable. We recommend that you always resolve legal issues related to ensuring the highest possible level of protection of intellectual property rights in advance and leave nothing to chance. If something is neglected or underestimated, irreparable damage can occur. We help our clients build their companies, and we believe that no idea is to be discarded.

We always orient our clients first in the world of copyright. Then, after an in-depth analysis of their needs, we prepare complete documentation for them, especially license agreements, agreements on copyright creation, agreements on the transfer of property rights to works protected by copyright, and other similar contracts. We also analyze the possibilities of registering industrial property rights for them and then apply for trademarks, patents, utility models, designs, and other protected designations. We also provide clients with advice and representation to protect know-how, trade secrets, and interference with trade or domain names.

 
 

Technology, Software & Innovation

Innovations in the form of technology and software are currently of priceless value. However, as the success of a business often depends on how the company uses its innovative potential and does not allow itself to be overtaken by the competition, several legal issues need to be resolved to help ensure the maximum level of protection for innovative solutions. Our goal is to set up and manage all contractual relationships for our clients to comfortably devote themselves to the development or sale of their products without unnecessary stress.

We always approach the contractual documentation according to the individual wishes of our clients and the specifics of their unique products. We deal with all stages of the life cycle of innovative software solutions - from confidentiality agreements (NDA) through contracts for the development, delivery, implementation, use, support, and maintenance of software, software distribution, and entry into new markets, end-user license agreements (EULA), the terms of use of software as a service (ToS, SaaS), up to IT outsourcing.

 
 

Real Estate

Everyone needs to own or use real estate, whether for their own business purposes or for housing. However, real estate problems can cripple operations or cause wrinkles to families. Therefore, it is essential to pay increased attention to real estate purchase and its sale, use, and security. In addition, in the case of planned construction, it is necessary to examine the broader relations and regulations of the area, settle the property in question, contract construction companies and other contractors, and obtain the required permits.

Thanks to many years of rich experience, we will explain all the risks to you and help you carry out any transaction related to your property so that you are fully satisfied. We will guide you through the process of buying, selling, renting, or securing real estate. We will perform a legal inspection of the property and create the necessary contracts. We will represent you during the negotiation of transaction documentation. You can rely on us to register ownership or other rights in the real estate cadaster.

 
 

Employment & Immigration Law

In the field of employment law, we provide advice to both employers and employees. We will help you from the very beginning, starting with the creation of new or revision of existing model or individual employment contracts, management contracts, agreements on work performed outside the employment relationship, internal regulations, and guidelines, as well as other employment law documentation. We will ensure that all changes in employment relationships are made correctly. We place particular emphasis on terminating employment relationships, in which most disputes arise.

We often prepare various analyses concerning the rights of employees and the obligations of employers. We have experience representing employees and employers in employment disputes, including anti-discrimination disputes in bossing and mobbing cases. We also represent clients in case of suspicion of illegal work and illegal employment before the labor inspectorate. In the field of immigration law, you can rely on us in the process of obtaining the required permits and visas.

 
 

Transaction Advisory

We believe that prevention is always better, easier, and cheaper than solving a problem. Therefore, we recommend that anyone planning to make a significant transaction, whether in business or private, get advice from a lawyer on how to do it as safely as possible. In the negotiations, we use the knowledge gained mainly from disputes arising from the breach of contractual obligations or because clients do not have a written contract or have it written insufficiently.

Thanks to our many years of rich experience from various transactions, we can represent any party and help it negotiate the best possible conditions, even if it is opposed by a much stronger partner. It is ideal if we accompany the client from the beginning when the transaction is still being planned, and its primary conditions are negotiated. We explain to clients all the context and consequences that the planned transaction will bring them. During negotiations, we defend the client's position until the transaction is completed, and subsequently, we also provide post-transaction support.

 
 

Due Diligence

More demanding decisions usually require thorough prior analysis. For example, if the client wants to make an informed and correct decision to carry out a transaction or initiate a legal dispute, it is necessary to perform a legal review or a legal analysis. These can be focused on a comprehensive assessment of the company or its selected parts, e.g., real estate, technology, or other tangible or intangible assets, receivables, or contingent claims.

Our task, which we are always happy and willing to undertake, is to study in detail, analyze, identify, assess and evaluate the strengths and weaknesses, risks, threats, and opportunities related to the subject of legal review, which always results in a recommendation whether to transact or not, or under what conditions it is safe to carry it out, or whether to start a legal dispute or what is the probability of its success.

 
 

Mergers & Acquisitions

In today's world of almost unlimited possibilities and ever-increasing business opportunities, we witness the high activity of companies in domestic and foreign markets. Companies are growing not only organically but also in terms of acquisitions. They enter into strategic partnerships, unite but also diverge. The founders of successful startups exit and sell their shares to prominent players. International corporations are expanding into new markets and buying local companies. We are here to help entrepreneurs manage this demanding and complex process.

We have experience with various forms of M&A transactions, from share deal transfers, transfers of companies, their parts, or selected assets (asset deal), through mergers, amalgamations, and divisions of companies, to the creation of joint ventures. We represented both parties, both buyers and sellers. We cover all phases of the transaction – from legal due diligence, through the structuring of the transaction, preparation of transaction documentation, advice on acquisition financing in cooperation with tax, accounting, and financial advisors, representing clients in negotiations, to closing the transaction, its subsequent implementation and post-transaction advice.

 
 

Investments, Financing & Venture Capital

Confidence in new and innovative projects is the basis for building a prosperous and progressive society. However, every investment carries a particular risk. Our task is to negotiate transaction conditions for the creditor so that his investment is as secure as possible and that the risk of its failure is minimized. When we represent debtors, we focus on ensuring that the terms of the investment or financing provided are agreed upon fair and balanced.

In connection with investing venture capital in dynamically growing startups, we advise both investors and entrepreneurs in all phases of their development – from seed capital investments through venture capital to private equity investments. We have experience with various forms of investment, from loans and traditional loans, through convertible loans, to the acquisition of business shares or stocks, and in the form of a silent partnership or the creation of a joint venture.

 
 

State Aid, Subsidies & Contributions

The area of ​​state aid is regulated by several European and Slovak legal regulations, which is challenging to comprehend. Entrepreneurs often have the opportunity to draw some form of assistance in subsidies, grants, non-repayable financial contributions, and other incentive instruments. Still, they may not have a complete overview of how they can meet the conditions for its provision. Nor do they have to be aware of all the obligations they have to comply with and fulfill after granting state aid, as a result of which they risk having the state aid withdrawn and subsequently having to repay it.

We accompany clients throughout the process from checking compliance with the conditions for granting state aid, drafting, completing, and submitting an application, filing remedies, investigating unlawful decisions declining state aid in administrative courts, as well as in matters of defense against recovery provided state aid. We also help clients in cases where state aid has not been granted, and they feel discriminated against or otherwise harmed by an unfavorable decision.

 
 

Restructuring & Bankruptcy

It is a standard part of business life that some companies overestimate their strength and fail. Creditors can minimize the risk of their business partners' insolvency by properly securing collateral and timely and robust intervention when the debtor begins to behave suspiciously or even actively takes steps to close the business. In cases of imminent insolvency, legal aid must be sought as soon as possible so that creditors' rights can still be effectively protected.

In our law practice, we advise both creditors and debtors in crisis who are interested in recovering or closing their business correctly. We represent them in negotiations before the commencement of bankruptcy or restructuring proceedings, prepare a proposal for bankruptcy, or cooperate with the administrator, a proposal to authorize restructuring, file claims, and represent them in creditors' committees and creditors' meetings. We also conduct bankruptcy-related disputes (incidental disputes), especially concerning the denial of receivables, contradictory legal acts, and the exclusion of assets from the bankruptcy estate.

 
 

Public Procurement

Part of our practice is to help and advise tenderers in public procurement and other tenders, which results in the award of contracts or concessions. For clients, we analyze and verify the fulfillment of conditions of participation, including tender documents and contractual documentation, consult with them the already prepared and submitted bids, represent them in negotiations with contracting authorities and provide them with support in any phase of public procurement, including performance, change or cancellation.

We provide legal advice to candidates who feel affected by the contracting authority's procedure and represent them in review procedures, in the application for redress, objections, and other remedies, including judicial review of final decisions of the Public Procurement Office.

We provide the services of an authorized person to entities that trade with the public sector to register and update the information about ultimate beneficial owners (UBOs) in the Register of Public Sector Partners.

 
 

Foundations & Non-Profit Organizations

We are aware of the importance and significance of non-governmental organizations, whose role in modern society is irreplaceable. We can best contribute to their functioning by providing them with comprehensive legal services under exceptionally favorable conditions (pro bono), especially in the establishment of civic associations, foundations, non-profit organizations providing services of general interest and non-investment funds, drafting statutes and their amendments, representation during registration, holding general meetings and meetings of other bodies, ensuring routine activities, contractual documentation, and their cancellation.

 
 

Local Government / Municipal Law

Strong competencies of local government entities require a responsible approach. The decisions and actions of their authorities have a significant impact on everyday life, business, and investment in their territory. It is, therefore, in the interest of cities and municipalities to exercise their powers in a transparent, predictable, lawful manner and in the interest of all its inhabitants.

In the field of municipal law, we provide advice and services, especially in determining the principles of management and disposal of property of municipalities and cities, negotiations of municipal and town councils, issuing generally binding regulations, and the establishment, interpretation, and application of legislation, administration and dissolution of municipal and municipal organizations. We provide a complete contractual agenda, various legal analyses, and support in preparing and implementing investments. We represent local government entities both in private law disputes and in the administrative judiciary.

 
 

Associations, Societies & Unions

Entrepreneurs in all sectors come together to better protect and promote their interests. However, while such platforms are beneficial, they also pose a relatively high risk of cartels or concerted practices. It is, therefore, necessary to pay attention to what information is shared in joint meetings.

Our law firm can help solve problems that arise for individual members due to new legislation or their amendments or after a significant court decision. The subject of such legal analyses may also be the interpretation and correct application of various Slovak or European law regulations. The main advantage of providing services for the whole association, association, chamber, or union is that they ultimately benefit all its members, making such legal advice more accessible and business even safer.