We are your corporate legal advisor throughout the entire life cycle of your business. We assist in establishing the companies, planning the business, questions of the financing, arrangements between the shareholders, planning and implementation of the business restructurings and the dissolution of companies. In addition, we advice on the daily questions related to decision-making and on preparing the decisions as well as on strategic questions related to the decision-making and designing the company's governance model.
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Establishment and dissolution of a community
- Establishment and dissolution of a limited liability company
- Establishment and closure of a branch
- Establishment and dissolution of a general and limited partnership
- Establishment and dissolution of an association
- Establishment and dissolution of a cooperative
Corporate restructurings and business reorganisations
Merger
- Subsidiary merger
- Sister company merger
- Downstream merger
- Combination merger
- Other mergers with merger consideration
Demerger
- Full demerger
- Partial demerger
- Demerger implemented by incorporation
Cross-border arrangements
- Cross-border merger
- Cross-border demerger
- Transfer of the registered office of a company
Other arrangements
- Business transfer
- Share exchange
- Changes in the company form
- Intra-group share transactions
Ownership and capital arrangements
- Share issue
- Contribution in kind
- Stock split
- Equity investments / investments in the company's reserve for invested unrestricted equity
- Capital loans
- Convertible loans
- Loan conversions
- Conversion of equity into debt
- Acquisition of own shares
- Share redemption procedures
- Distribution of assets
General corporate law advice
- Corporate Governance
- Issues related to corporate decision-making
- Management and shareholder liability issues
- Drafting of the articles of association (including rights of different share classes, redemption clauses and terms)
- Other questions related to the Limited Liability Companies Act, Foundations Act, Association Act, and their application and interpretation
Company governance services and governance model design
- Assistance in preparing and organizing the general meetings and the Board of Directors’ meetings, including drafting and sending meeting invitations, drafting the proposals for decisions
- Acting as the chairman of the general meetings
- Acting as the secretary in the meetings of the Board of Directors
- Developing the work of the Board of Directors, such as assisting in preparing an annual plan for the Board of Directors’ activities
- Developing the company's governance model
- Ensuring compliance with the annual decision-making and registration requirements / "Legal compliance"
Legal issues concerning foundations and associations
- Establishment and dissolution of a foundation
- Drafting and amending the rules of the foundations
- Foundation governance and decision-making
- Use of the assets of the foundation
- Foundation restructurings (including mergers)
- Questions related to the separate funds (restricted, and unrestricted) in the balance sheet of an association or a foundation
Shareholders’ agreements
- Shareholders’ agreements made between the founders of the company
- Shareholders’ agreements made with key persons (shareholding tied to working in the company)
- Shareholders’ agreements made between family members in family companies (operating companies, group parent companies, investment companies)
- Shareholders’ agreements with the capital investor (PE/VC investors) making an investment in the company
- Other shareholders’ agreements
- Amendments to the articles of association related to the shareholders' agreements
The shareholders' agreement must be tailored considering the company's ownership structure, the position of the shareholders and the nature of the company.
Employee incentive schemes
- Option program
- Synthetic option program
- Share program
- Employee offering
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