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.