SERVICES

danielfutej

Futej & Partners has been primarily a business law firm with an increasing property acquisition focus and work stream. Services especially include determining the most advantageous structure to be utilized in entering the market, due diligence investigations, advice on regulatory and financing matters connected with the sale and purchase of real properties, and negotiating and documenting the completion of the real estate transactions, and problem-solving in connection with various operational and strategic barriers frequently encountered in Central Europe.

Futej & Partners has a client base of domestic and foreign buyers and investors. Work undertaken to date has been widely diversified, and the client base has developed accordingly. The firm has significant sell-side advisory experience in the context of company law and especially real estate acquisition as well as important buy-side advisory experience.

General characteristics of services
Our comprehensive legal/economic services secure mainly the following for our clients:

  • drafting contracts, agreements, filings, applications, actions and other legal documents and materials,
  • representing clients in relation to third parties, including participation in negotiations and verbal and written communications,
  • representing clients before courts of law, state administration bodies, municipalities, and other entities,
  • providing comprehensive legal advice and consultancy, including arrangements for consultancy in economic and other related matters,
  • securing all activities related to carrying out investor acquisitions,
  • drafting comprehensive legal/economic structures for transactions,
  • drafting legal analyses,
  • performing due diligence on companies, entailing comprehensive legal analysis of the condition of a company, evaluating audits and drafting recommendations in order to remedy ascertained deficiencies,
  • other activities related to providing services and consultancy (including financial/tax consultancy)
Areas of expertise
  • General corporate/Commercial law
  • Mergers and Acquisitions
  • E-commerce
  • Intellectual Property
  • Litigation
  • Real estate/Property
  • Energy/Environmental law
  • Public procurement
  • Finance/Banking
  • Bankruptcy/Debtor and Creditor/Security law
  • Construction law
  • Employment law/Pension law
  • Antitrust law/Regulatory law
  • Media law
  • Taxation
  • Telecommunications
  • Transportation
  • Natural Resources
  • Immigration law
Mergers and Acquisitions
  • Due diligence and risk analysis, drafting of disclosure letters and setting up data rooms, including virtual data rooms on internet or CD Rom.
  • Negotiation support.
  • Drafting of (i) main acquisition documentation and (ii) documents entered into in early stages of acquisition such as letters of intent, confidentiality agreements (non disclosure agreements), exclusivity agreements, and break fee agreements.
  • Acquisition finance, including advice on legal issues related to differences in debt (borrow money) and equity finance (issue shares).
  • Advice on buying businesses and the assets of insolvent companies.
  • Advice on structuring acquisitions in Slovakia including distinguishing an enterprise deal from a share deal or an asset deal, and tax or other comparisons by and between respective options.
  • Hostile takeovers.
  • Protection from abuse of minority shareholders’ rights.
  • Takeover bids including objection to compulsory acquisitions and advice on such issues as (i) when an bidder can buy out minority shareholders in a company, and (ii) when a minority has a right to be bought out, and (iii) the companys’ duties towards minority’s if they remain in the company.
  • Management buy out technique in Slovakia including advice on (i) rules of financial assistance, and (ii) the extent to which management and institutional investors may exercise control over Newco, and (iii) capital gains and income tax liability, as well as the rules on deductibility of interest on loans (thin capitalization rules).
  • Privatization.
  • Proceedings before the Antimonopoly Office of the Slovak republic.
Company Law
  • Incorporation of Slovak companies and branches.
  • Joint ventures and shareholders agreements.
  • Day to day company agenda including (i) drafting and amending founder’s deeds, articles of association, statutes and other corporate documents, (ii) organization of general meetings and representation of shareholders and drafting AGM minutes, and (iii) securing formalities in relation to public authorities and performance of information duty.
  • Purchase companies “off the shelf” and administration of those companies including arrangement of a temporary office/address for “off the shelf” companies.
  • Representation in related proceedings before the Commercial Register, authorities of supervision over the capital market, and authorities keeping the register of securities.
  • Securing of necessary requirements imposed by governmental authorities (trade office, tax office, labor and social security offices, etc.).
  • Share capital increase and reduction, spin-offs and other forms of corporate restructuring, as well as structuring of relationships between the members of a group of companies.
  • Advice on corporate and criminal liability of shareholders and managers of companies and application of the corporate principle to act in the best interests of the company and all of its shareholders, and the prohibition of conflicts of interests including acting in the best interests of the group.
  • Liquidation of companies and branches.
  • Mergers and transformation of companies.
  • Protection of minority shareholders and protection of companies against the abuse of minority shareholders’ rights.
Real Estate
  • Due diligence services focusing on the identification of legal risks associated with real estate transactions.
  • Purchase and sale of real estate.
  • Lease of land, operation and financial leasing of buildings and non-residential premises, administration of real properties.
  • Development of real estate projects including greenfield projects – (i) drafting contracts between developers, owners, future users and financing institutions, (ii) obtaining the required zoning and building permits, and (iii) securing issues related to environmental protection.
  • Construction of commercial and administrative centers and industrial sites including (i) drafting, implementation and review of project services, engineering and construction agreements (including FIDIC standard), and (ii) related documentation.
  • Advice on real estate finance.
  • Establishment of pledges and easements.
  • Representation in relations with the land registry authorities.
  • Dispute resolution in connection with real estate transactions.
Banking and Finance Law
  • Drafting of complete loan documentation, including security documents.
  • Real estate finance.
  • Leveraged finance.
  • Projects finance.
  • Credit facilities, syndicated loans and revolving loans.
  • Security instruments and bank guarantees.
  • Letters of credit.
  • Bond issues.
  • Regulatory issues relating to banks, security brokers and investment and pension funds.
  • Establishment of investment and real estate investment funds and pension funds.
  • Litigation in the field of banking and financing.
European Law
  • Application of EU law particularly with respect to competition law including (i) cartels and abuse of dominant position, and (ii) vertical and horizontal agreements.
  • Representing the rights of clients with regard to the improper implementation of European directives into national law.
  • Free movement of persons, services and capital and advice on (i) right of residence of the employees, and (ii) secondment of employees, and (iii) provision of financial services.
  • Common tax regime of parent companies and their subsidiaries.
Intellectual Property Law
  • Protection against infringment.
  • Protection of copyrights and protection of software..
  • Trade name protection.
  • Internet domain names.
  • Trade secret and know-how protection.
  • Trademark law.
  • Protected appellation of origin.
  • Patents on inventions.
  • Industrial design.
  • Personal data protection.
  • Arrangement of representation before the Slovak Industrial Property Office.
Corporate and Commercial Law
  • Drafting of commercial agreements including supply and purchase agreements, software and other license agreements, agency and distribution agreements, franchising and other type of agreements.
  • Advertising and marketing.
  • Consumer protection.
  • Betting and gaming.
  • Product liability and labelling.
  • Preparation and negotiation of Advice on restructuring and insolvency.
  • Advice on joint ventures including (i) the likely tax treatment of the joint venture (on formation, on an ongoing basis, and on exit), and (ii) whether or not a special joint venture entity will be used, and (iii) whether or not it will have a limited liability, and (iv) issues related to exit and profit sharing, and (v) solving deadlock situations.
Employment Law
  • Drafting of employment agreements and management agreements (agreements for fixed or indefinite periods), probationary period agreements, perfecting qualifications agreements and other types of employment agreements.
  • Relations with trade unions and employee councils, advice on collective bargaining agreements.
  • Drafting of internal rules regulating the rights and duties of employees including work order and code of ethics.
  • Litigation in employment law cases and out of court employment settlements.
  • Non-competition agreements and agreemenst concerning duties of employees related to business secrets (non-disclosure agreements).
  • Legal issues and procedures for the test of use of alcohol or narcotic and psychotropic substances by employees.
  • Advice on working hours of employees, including overtime, holiday and obstacles to work.
  • Compensation for damage caused by employee or employer.
  • Termination of employment relationship and severance payment.
  • Equal opportunity and discrimination in labor law relationships including salary, gender and other discrimination.
  • Employee’s duties during temporary incapacity to work.
  • Rights and obligations of employer requesting proof of integrity from employee (prior to and after commencement of work).
  • Employer-ordered medical examinations (prior to and after commencement of work).
  • Review and comments on organizational structure, promotion system and remuneration system.
  • Labor discipline violation.
  • Advice on participation of employees in the decision-making process in the company and review of company decisions that require the company to seek consent from or negotiate with or provide information to the employees or the employee council or the trade union.
  • Regulation of various benefits for employees including advice on incentive plans and stock option schemes.
  • Employment law issues connected with merger and division of companies and advice on employment law matters associated with acquisition of companies.
Leasing Law
  • Drafting of lease contracts including lease contracts for real estate.
  • Legal audit of movable and immovable items of leasing.
Litigation and Disputes Management
  • Representation before the Slovak courts regarding (i) commercial supply contracts, (ii) debt recovery, (iii) banking, financing and insurance, (iv) construction disputes, (v) compensation for damages, (vi) various corporate matters including protection of minority shareholders and protection against the abuse of shareholders’ rights, (vii) intellectual property disputes, (viii) unfair competition, (ix) protection of personal rights and good reputation, (x) employment disputes, (xi) restitutions and privatizations, and (xii) tax litigation.
  • Administrative litigation.
  • Management of very complex court proceedings.
Recovery of Claims
  • Legal audit of claims.
  • Claims administration.
  • Cession of claims.
  • Enforcement of claims in and out of court.
  • Representation of clients in execution proceedings and voluntary auctions.
Competition and Antitrust Law
  • Application of EU law particularly with respect to competition law.
  • Protection against unfair competition.
  • Merger notifications and merger clearance procedures related to establishment of joint ventures.
  • Notification proceedings in M&A matters.
  • Control of concentrations by the Anti-Monopoly Office.
  • Agreements restricting competition and block exemptions, especially selective and exclusive distribution agreements.
  • Advice on state aid.
  • Representing clients in relations with the Anti-Monopoly Office.
Tax Law and Accounting
  • Providing legal assistance, primarily in connection with income tax and value added tax, including audit of potential tax evasion issues.
  • Review of complex transactions and specific contracts from a tax point of view.
  • Tax optimization.
  • Provision of bookkeeping services (external).
  • Representing clients in relations with tax authorities.
  • Advice on concealed profit distribution.
  • Taxation of trade over the Internet: electronic commerce.
  • Representing clients in relations with tax authorities.
Energy Law
  • Expertise in various fields of the energy industry (oil, gas, electricity)
  • Drafting electricity and gas supply agreements.
Insolvency and Restructuring
  • Represented several major companies in Slovakia in potential lawsuits filed against them by electricity or gas suppliers.
  • Bankruptcy and settlement proceedings including (i) preparation and filing of petition in bankruptcy, (ii) claim applications, (iii) representation of creditors at creditors meetings and review hearings, and (iv) incidental disputes, petitions regarding excluding property from assets in bankruptcy.
  • Restructuring of enterprises and debt restructuring.
  • Advice on buying businesses and assets of insolvent companies.
Regulatory Law
  • Advice on administrative and public law including filing of administrative claims.
  • Advice on competition and antitrust law.
  • Advice on enforcement law.
  • Advice on financial services.
  • Advice on pension services.
  • Advice on insurance.
  • Advice on public procurement.
  • Representing clients in relations with administrative authorities.
Private Equity
  • Venture capital exit route including (i) a trade sale, using a private sale agreement to sell the shares or business assets of the investee company, and (ii) an initial public offering (IPO), offering the shares in the investee company to the public, followed by a stock exchange listing.
  • Advice on venture capital funding.
Environmental Law
  • Obligation of public authorities to provide environment-related information to interested persons including members of the public.
  • Environmental permit and duties of operators in different industrial areas with respect to air pollution, water pollution, soil pollution, limitation of waste origination and liquidation of waste, and transfer of environmental permits from one party to another.
  • Enforcement powers of regulators in connection with the violation of environmental permits.
  • Advice on environmental policy in Slovakia.
  • Advice on air pollution, water pollution, soil pollution and waste pollution.
  • Advice on environmental law from the perspective of nuclear liability.
  • Advice related to environmental audits and environmental impact assessments.
  • Advice on waste law and issues related to certain categories of waste involving additional duties of control.
  • Advice as to what extent a producer of waste is allowed to store and/or dispose of waste on the site where it was produced.
  • Advice on obligation of waste producers regarding the reclamation and recovery of their waste.
  • Advise on type of liabilities which can arise with a breach of environmental laws and/or permits and available defenses.
  • Implications arising from environmental liability on a share sale on the one hand and an asset purchase on the other.
  • Advice on lendor liability for ecological wrongdoing and/or remedial costs
  • Advice on liability for contamination (including historic contamination) of soil or groundwater.
  • Advice on allocation of environmental liability where more than one person is responsible.
  • Advice on the powers of environmental regulators to require production of documents, take samples, and conduct site inspections and interview employees.
  • Advice on environmental indemnity to limit exposure for actual or potential environmental liability.
  • Advice on emission trading schemes and the emission trading market.
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