- Banking and finances
- Tax law
- Intellectual property & IT
- Economic crime
- Mergers and acquisitions, corporate law
- Property and development
- PPP and public procurement
- Labour law
- Private equity
- Litigation and arbitration
- Healthcare and health insurance
- Pro bono
Banking and finances
- Providing legal advice to banks on the financing of News and Media Holding a.s.
Providing legal advice to a syndicate of banks on financing of a leading media holding in connection with its activities on the Slovak market and acquisition refinancing.
- Financing the residential project Rezidencia Pri Mýte, Bratislava
Providing comprehensive legal advice to the client and representing it in the preparation of a loan agreement and other contractual documentation.
- Financing of PPC Energy, a.s.
Providing legal advice to a bank on the financing of rebuilding of an infrastructure belonging to a major energy company.
- Financing of construction of Bory Mall, commercial centre in Bratislava
Providing legal advice to the client in connection with the fulfilment of conditions under a loan agreement and its amendment.
- Financing of exit from an energy company
Providing legal advice on financing of a debtor for the purpose of acquisition of an ownership interest in a leading energy company. Representing a commercial bank in preparation, negotiation and fulfilment of conditions precedent and provision of funds in connection with the acquisition of an ownership interest in the energy company.
- Tax control following excessive deduction of VAT in connection with cross-border supplies of a commodity
Providing legal advice to a major Central European producer in the context of excessive deduction of VAT, which is subject to a tax control, preparation of legal argumentation in cooperation with client’s advisory team.
- Representing during tax controls concerning excessive tax deductions and interests for their late return as well as emissions tax
- Participating in preparation of petitions for declaration of incompability of tax legislation
- Proposing and implementing tax structures, in particular appropriate acquisition structures, debt push-down, equity swaps etc.
Intellectual property & IT
- Representing a developer of local importance in proceedings before the Industrial Property Office of the Slovak Republic in a case of registration of trademarks.
- Legal advice to a Slovak bank in connection with agreements on assignment of trademarks and representation of the bank regarding the registration of the assignment of trademarks.
- Legal advice to a bank in the context of licencing agreements for trademarks, representation of the bank regarding the registration of the licencing agreement.
- Representation of the bank in a lawsuit concerning an infringement of rights based on trademarks and related unfair competition.
- Legal advice to a client in connection with the protection of trademark rights.
- Licencing agreements and agreements on the creation of a work regarding software for a client from the media sector.
- Legal advice relating to the protection of non-author databases (sui generis databases) for a client from the media sector.
- Legal advice on different aspects of the protection of personal data for a client operating in the media sector.
- Comprehensive legal advice to a number of clients from different sectors regarding the protection of personal data.
- Preparation of service level agreements, licencing agreement, implementation of IT solutions for e-commerce and marketing.
- Representing clients in a case surrounded by media hype, preparing forensic economic and criminal law analyses, providing procedural support also in respect of investigations carried out in foreign jurisdictions.
Mergers and acquisitions, corporate law
- Sale of Rosum
Legal advisor for the former owner, Penta Real Estates, in the sale of Rosum Administrative Building to a new owner, ECE-European City Estates.
- Sale of land
Legal assistance to Penta Real Estate
- Sale of BCT 2
- Sberbank’s acquisition
We have been the leading legal advisor for a client on the purchaser’s side in one of the largest acquisitions in 2015. We are providing comprehensive advice in relation to the submission of a competitive binding bid, due diligence, SPA negotiation, a notification of Anti-monopoly Office and representation before the National Bank of Slovakia.
- Finalisation of acquisition of the media house Plus 7 dní, Trend Holding and Centrum Holdings
This has been one of the most important acquisitions in the media sector in the last decade. We provided legal advice to the purchaser throughout the acquisition process including post-closing activities. The acquisitions run in parallel under the auspices of our law firm.
- Acquisition of operator of the web portal reality.sk
Representing a purchaser in the process of acquisition of a majority shareholding in the company NARKS - INFOSERVIS a.s. as an operator of the web portal reality.sk (No. 3 on the market). The transaction took the form of an indirect acquisition (acquisition of a shareholder with majority voting rights).
- Acquisition of the publishing house Orbis IN
Providing comprehensive advice on the acquisition of the publishing house (periodicals FitŠtýl, Adamko).
- Merger of News and Media Holding
Implementing a complex merger of several publishing houses and establishment of one of the biggest media houses integrating a wide portfolio of print and online products. Providing advice on the creation of an appropriate holding structure involving foreign companies.
- Petit Press
Finalising the process of acquisition of an ownership interest in the publishing house Petit Press (www.sme.sk) including subsequent regulation of shareholder relationships with the second shareholder.
- Acquisition of hospitals and pharmacies
Providing legal advice to a client operating in the field of provision of health care services in hospitals and pharmacies in connection with several acquisitions (of hospitals and a network of pharmacies) including comprehensive due diligence.
- Legal advice
Providing legal advice in connection with entry of a client, the gambling companies BetActive and BetZOne (Fortuna), into the Romanian market.
- Provision of legal advice on a bank’s acquisition (Dexia banka Slovensko, a.s.)
- Legal support in connection with an originally planned acquisition of Prefto’s ownership interest in Dôvera, a health insurance company, by the PENTA group (HICEE B.V.)
The M&A transaction involving negotiation of conditions with the counterparty, preparation of transactional documentation as well as legal support in relation to related administrative procedures (Anti-monopoly office, Health Care Surveillance Authority).
- Legal support in preparation of the sale of ownership interest in a leading Slovak non-financial manufacturing company (industry is OT)
The M&A transaction involving negotiation of conditions with the counterparty and preparation of transactional documentation.
- Legal support in relation to the purchase of a Slovak company operating in the service sector owned by an Austrian family
The M&A transaction involving negotiation of conditions with the counterparty and preparation of transactional documentation. We provided legal support to the Slovak client; negotiations were held and the documentation was also prepared in the German language.
- Sberbank merger
Representing in a case of a notification of a concentration in the context of Sberbank’s acquisition, one of the largest acquisitions in 2015.
- Merger of Plus 7 dní, Trend Holding, MediaMagazin, Centrum Holding and Petit Press
Representing in respect of a notification of a concentration to the Slovak Anti-monopoly Office.
- Agreements that restrict competition
Representing a renowned international IT company in connection with a dawn raid and subsequent investigations of suspicions of Anti-monopoly Office concerning a cartel agreement.
- Assessing shareholders’ agreements in terms of competition law compliance
Assessing different shareholders’ agreements in a number of investment joint-ventures, including a question of existence of a joint control. Aligned the agreements with competition law.
- Providing advice in connection with proceedings conducted before the European Commission (state aid, infringement proceedings against Slovakia)
- Providing legal services in connection with the settlement of problematic legal relations between RTVS (Radio and Television of Slovakia) and its contractual partners and dealing with shortcomings identified by a control of management of public funds, including representation before courts and law enforcement authorities, in relation to contractual partners, for example in connection with the introduction of the terrestrial multiplex, licences for broadcasting of sport events and provision of litigation and mediation services.
- Representing News and Media Holding in dealing with various development projects, in particular the online business.
Property and development
- SKY PARK, an exceptional residencial and administrative project, centre of Bratislava
Providing complex legal advice to the client related to Sky Park project covering an ex-industrial zone in the vicinity of Bratislava ´s town centre. This top tier project which was designed by UK architectural office Zaha Hadid will bring a high quality architecture to Bratislava capital.
Our services include supporting the client on a day-to-day basis including the preparation, negotiation and annotation of contractual documentation for the project as well as legal support at the sale side. We are involved from the very beginning of the project – assistance in immovable properties acquiring and , responsibility for zoning and planning issues. The project is unique since it is first of its kind in Slovakia whereas we are encountering legal issues which are not yet clear due to obsolete legal regulation.
- Residences "Pri Mýte", Bratislava
Providing comprehensive legal advice to a client in connection with the construction of the project Residences “Pri Mýte”. The project is located in the capital’s wider city centre near Račianske mýto. The construction involves several stages and besides apartments (329) it will provide premises for shops, services and parking ( 1,000 square meters, 767 parking places) . Legal advice provided to the client included in particular support in the process of preparation, negotiation and annotation of contractualdocumentation related to residence units sales. Legal advice has also focusedon bargaining of conditions of binding Term Sheet for financing a Project. Ourservices include supporting the client on a day-to-day basis including thepreparation, negotiation and annotation of contractual documentation for the project.
- Bory Home, Bratislava
The Bory Home residential project, situated in the capital city of Slovakia, develops a completely new city quarter. Bory Home project is divided into several stages. After its completion, it will bring affordable housing in a modern architectural style with a high proportion of greenery and complete civic amenities. Legal counselling includes preparation of contractual documentation,negotiating FIDIC standard agreements, advice in connection with urbanplanning and zoning, preparation of various legal analyses with respect to Slovak construction law.
- BCT, administrative complex, Košice
We have provided legal advice to major Slovak investor in connection with a development of a large administrative complex BCT I and BCT II in Košice – second largest city in Slovakia – in previous years (2014 – 2017). In the 3rd phase of BCT project we represent our client in all stagesof the development from planning and construction proceedings. Currently weare negotiating contracts and other agreements with architects, constructorsand utility companies.
This project was demanding due to various unsettled legalrelationships with original owners of certain land plots which needed to besettled before the client could commence with construction. It involvedintense negotiations and also several court disputes which were in the endruled in favour of the client.
- Comprehensive legal advice in connection with a development project including syndicated financing of the Bory Mall project construction and dealing with construction disputes
Representing a client, mainly in a position of the debtor, in the matter of financing of construction of the shopping and entertainment centre Bory Mall with a total leasable area of about 54,000 m2, provided by a syndicate of Slovak and Central European banks. Total project costs of Bory Mall construction amounted to approximately EUR 150 million.
- Nová terasa Košice
Providing legal advice to a client on selected legal questions in relation to the construction of the project “Nová Terasa” in Košice. The project is being built in a lucrative part of the city of Košice in the proximity of the historical centre.
Legal advice provided to the client in 2014 included in particular support in obtaining permissions necessary for further stages of the project including the preparation, negotiation and annotation of contractual documentation as well as day-to-day support to the client.
- Rosum – An administrative building in Bratislava
Providing comprehensive legal advice to a client in connection with the preparation of land, engineering and development for the construction of the administrative project “Rosum”. The project will offer both attractive office space and premises for shops and services. In the context of this project we have been providing to the client continual support on a day-to-day basis according to client’s requirements.
PPP and public procurement
- Successful representation of a client in proceedings to impose prohibition of participation in public procurement by the Office for Public Procurement.
- Providing legal advice to clients on different aspects of public procurement (preparation of bidding documentation, counselling and representation in revision procedures etc.).
- Providing advice to clients on different aspects of public-private partnership projects including participation in selection procedures.
- Legal analysis of a problem of mass layoff of employees.
- Providing legal advice on the transfer of rights and obligations from employment relations to a third entity in a case of termination of client’s activities.
- Representing clients in labour disputes.
- Settlement of shareholder’s participation in Penta Group
One of the largest transactions in terms of the transactional financial value.
Providing legal advice for the purpose of settlement of shareholder’s participation concerning one of the partners of Penta group. As a comprehensive solution, this also involved the settlement of participations in Jersey and Cyprus.
- Providing advice on the creation of private equity platforms
Representing a client in creating appropriate private equity investment shareholders’ structures from both the holding perspective and the management perspective.
Litigation and arbitration
Representation in court proceedings when claiming the tax on emission allowances. Legal advice to and representing a client in connection with the claiming of the tax on emission allowances including proceedings before the Court of Justice of the EU on assessment of conformity of this tax with the EU law. The Court of Justice of the EU stated that the Slovak legal rules on the tax are contrary to the EU law (judgment No. C-302/17 dated 12 April 2018), which occurred upon a motion of a Slovak court in the so-called preliminary ruling procedure, which was initiated by our law office. As a result, not only tax disputes of our clients were successfully have been terminated, but also the principal of the tax on emission allowances paid by them, including relating interests, has been returned to this day.
Action for protection of rights to trademarks and protection against unfair competition.
Representing a client as a plaintiff in a dispute concerning protection against unfair competition and infringement of rights to trademarks.
Disputes with the tax administrator over the payment of interests on late payment. Representing a leading Central European producer in court proceedings in connection with the recovery of interests on late payment due to delayed refund of excessive VAT deduction withheld during a tax audit.
Representing a health insurance company in court proceedings concerning a result of the annual redistribution of insurance premiums for public health insurance.
In the present court proceedings, a health insurance company is seeking protection against an illegal decision issued by the Health Care Surveillance Authority in the matter of the annual redistribution of insurance premiums for public health insurance.
- Compensation of loss of profit due to breach of contractual obligation. Legal aid in a court dispute based on an action for damages (loss of profit) amounting to several millions of euro as a result of a breach of contract, to which norms of economic law apply. This legal field was a key principle of economic relations existing in the economic and social system until 1989, however some of the economic relations have persisted up to now. Therefore, our office has had to acquire the knowledge of the application of the economic law at the level of our knowledge of any “current” fields of law. The application of this legal field is rather exceptional, however the knowledge of it is appreciated in the event a client needs to solve legal issues related to the economic law with the use of services of a law office.
- Court proceedings: Paroplyn Holdings Limited v. Bratislavská teplárenská (BAT) - Representation in two disputes over the payment of fees for energy supplies. Execution proceedings on the recovery of a monetary claim.
This was one of the biggest and most widely publicized disputes in 2015
Providing comprehensive advice to the client including its representation in respect of two lawsuits, each in a different procedural stage.
Providing comprehensive advice to the client and representation in connection with the recovery of monetary claims.
- Several lawsuits before the Slovak Constitutional Court concerning constitutional complaints of our clients in 2015
Several constitutional complaints in connection with the protection of privacy against interception of communications, which relate to application problems not yet resolved in practice.
- Representing before ECHR
Representing two clients before ECHR in one of the most hyped cases in Slovakia regarding the infringement of their human rights by an unlawful interference by the state authority.
- Disputes resulting from attempts to enforce a foreign arbitration award
Representing a Cypriot company in proceedings to enforce a foreign arbitration award issued in favour of a Hungarian company that is (according to the client) formally and materially unenforceable. In 2015, recourse proceedings were conducted in the two disputes.
It involved a series of questions also relating to the application of arbitration law and enforcement law as well as Hungarian law.
- Representing the publishing house News and Media Holding, a.s. in lawsuits for the protection of personality
Representing one of the largest publishing houses in Slovakia in a wide range of personality rights disputes. Providing comprehensive legal advice in connection with the protection of freedom of expression including representation before the Slovak Constitutional Court as well as in proceedings before ECHR.
- Dispute with Ritro over a sum exceeding EUR 300 million
One of the largest lawsuits in Slovakia ever. Representing Prima Bank and its shareholder in connection with a dispute with Ritro and a Lichtenstein company as its legal successor. Reached a comprehensive settlement of the dispute at several levels and in several jurisdictions. Carrying-out post-closing activities.
- Bory Mall
Representing Bory Mall in negotiations aiming to reach an amicable settlement of a dispute over defects of supplied works from a supplier.
- Representing an aggrieved party in a dispute over damages with the state
Providing comprehensive legal advice to a client and its representation in a lawsuit against the Slovak Republic for compensation of damage caused by an unlawful act (illegal decision and/or maladministration) of the Slovak parliament. This is an unprecedented dispute arising from the state of unlawfulness caused by this legislative act.
- Providing legal advice to an industrial producer of aluminium in connection with a potential dispute concerning electricity supplies
- Litigating on behalf of a former metallurgical company in disputes over collaterals for obligations from the supply of goods and materials in the amount of tens of millions of EUR and providing advice on the restructuring of the company
Healthcare and health insurance
- Provision of comprehensive legal services to the state with regard to the transformation of the health care sector including the preparation of proposals of selected legislative changes.
- Provision of comprehensive advice in the area of public health insurance to a number of health insurance companies and their shareholders (for example the legislation, legal analyses, disputes, business combinations).
- Participation in the preparation of petitions for declaration of incompability of legislation in the area of taxes and health insurance.2. Provision of comprehensive advice in the area of public health insurance to a number of health insurance companies and their shareholders (for example the legislation, legal analyses, disputes, business combinations).
In cooperation with the Slovak Catholic Charity we are providing legal aid to victims of crimes endangering the life and
health and affecting human dignity. They include persons, many of them children,
who as victims of crimes have suffered moral harm as well as property damage
and normally their human dignity has been seriously affected. Our company
represents these victims of crimes and helps them to assert their fundamental
rights and freedoms and to claim the right to damages, as due to their personal
situation they cannot afford professional legal advice they need, and thus depend
on the help of others.