Corporate law, mergers and acquisitions
SEMANČÍN & PARTNERS offers legal advice on all stages of a company’s life cycle, from the choice of legal form to the establishment to the merger, division or winding-up of the company.
Most frequently, our work in this area includes:
- establishing companies, including assisting with obtaining a trade or other business licence and registration in a Commercial Register or other special register;
- drafting corporate constitutional documents (partnership agreements, deeds of incorporation, memoranda of association, articles of association);
- drafting shareholder agreements, advising on shareholder rights, including on affairs of minority shareholders;
- advising on obligations and liabilities of members of executive bodies and other company officers;
- holding general meetings or meetings of other company bodies;
- arranging for the registration of changes to details registered in the Commercial Register (change of executive bodies, change of registered address, transfer of ownership interests, etc.);
- advising on increases and decreases of companies’ registered capital;
- advising on company reorganisations, corporate form changes, advising on mergers, amalgamations and divisions, carve-outs to newly-founded companies;
- advising on liquidations and other corporate winding-up and dissolution.
In mergers and acquisitions our clients receive:
- legal due diligence;
- transaction structuring;
- drafting of transaction documents (such as agreements on ownership interest transfers, share purchase agreements, agreements on sale of enterprise etc.) and representing our clients during negotiations;
- advising on merger control and representing our clients in merger clearance proceedings before the Antimonopoly Office of the Slovak Republic;
- advising on transactions financing.
In addition to transactional advice, we represent our clients in litigation and arbitration that concern corporations, mergers and acquisitions.