Our experience

Our experience


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During several years of providing our clients with assistance and expertise in the Slovak market, Čechová & Partners has been involved in various types of matters ranging from advice and assistance in commercial, administrative, civil, labour, environmental and corporate matters to highly sophisticated and complicated reorganisations, mergers and acquisitions, project and corporate financing or other transactions.

(i) Privatisations, Mergers and Acquisitions, Restructurings and Foreign Investments

The following are examples of legal matters and transactions on which Čechová & Partners has advised as the local legal counsel in Slovakia:

  1. advising Intesa BCI, a major Italian group, in a successful tender for the acquisition of a majority stake of shares in the privatisation of VÚB, a.s., the largest formerly state-owned commercial bank in Slovakia;
  2. advising a leading European bank in the bidding for the acquisition of a majority stake of shares in the privatisation of the largest state-owned Slovak savings bank;
  3. advising a foreign investor as one of the short listed bidders on the acquisition of a majority stake of shares in the privatisation of the monopoly Slovak telecommunication company;
  4. advising a major Austrian electricity company on the acquisition of the monopoly Slovak electricity producer;
  5. advising a member of an international newspaper network in connection with the acquisition of an advertising business in Slovakia;
  6. advising a Slovak subsidiary of a multinational construction company on the acquisition and merger clearance of the acquisition of leading local building technology companies;
  7. advising foreign investors on bids in large scale privatisation, including a major international industrial electronics corporation, a mechanical product manufacturer and a leading international lime producer;
  8. advising a Japanese investor on its potential investments in the construction and operation of a production plant of automotive glass in the Slovak Republic, including advising on investment incentives, state aid and support granted by the Ministry of Economy of the Slovak Republic;
  9. advising a Japanese investor on its brown-field investment and establishment of a subsidiary in the Slovak Republic;
  10. advising multinationals on several proposed acquisitions of local companies in various industrial sectors;
  11. advising a foreign investor on the acquisition of shares of a major investment fund and ancillary arrangements;
  12. assistance in the restructuring of a major local producer of corrugated and wrapping material;
  13. advising an American petroleum company on the demerger of a local joint venture with another major multinational company;
  14. advising the Slovak branch of a Hungarian bank consortium on the acquisition of shares in a Czech bank;
  15. advising a major multinational telecommunication company on its bid for the acquisition of shares in the Slovak subsidiary of an American cable company;
  16. mergers of local subsidiaries of multinationals following an international acquisition transaction carried out by holding companies;
  17. restructuring of companies via transfer of parts of enterprises to other companies;
  18. implementation of joint ventures (via transfer and contribution of assets and/or businesses) of two world leading corporations in the area of fuels and lubricants.

In joint ventures and acquisition projects the firm's advice has covered the capital market, securities and competition protection aspects and in some of the projects, appropriate legal due diligence execution.

Special note:
In some of the above transactions Čechová & Partners and its members co-operated with leading international law firms or participated in multidisciplinary teams (e.g. with financial, tax and accounting advisors).

(ii) Competition

We have assisted and represented our clients in various antimonopoly clearances of mergers and acquisitions on the local market as well as in world-wide transactions of multinationals in diverse areas and provided various advice on agreements restricting economic competition. Čechová & Partners represents its clients before the Slovak Antimonopoly Office and submits notifications of anti-trust agreements to obtain a negative clearance.

Čechová & Partners has been involved in the following transactions:

  1. merger clearance of the acquisition of a majority stake in VÚB, a.s., the second largest Slovak commercial bank, by the biggest Italian group Intessa BCI in the process of its privatisation;
  2. merger clearance of the acquisition of shares in SCP, a.s., a major Slovak paper producer, by Neusiedler AG, an Austrian paper producer;
  3. local merger clearance of several mergers and acquisitions between multinational companies in the manufacturing and distribution of chemicals (including special chemicals), pharmaceutical and crop protection products, including but not limited to the following:
    • acquisition of an internationally operating chemicals distribution company Holland Chemical International N.V. by Stinnes AG,
    • acquisition of a UK-based chemical company Albright & Wilson plc by Rhodia S.A, an international company in special chemicals business,
    • acquisition of Kureha Chemical Industry Company, Limited, Japan, a worldwide impact modifiers business by a US-based multinational speciality chemicals company Rohm and Haas Company,
    • merger of Hoechst AG and Rhône-Poulenc S.A. into a multinational company Aventis SA conducting business worldwide in crop protection, human and animal pharmaceuticals and health care businesses,
    • acquisition of the crop protection business of Aventis SA by Bayer AG, a multinational company conducting its business in the health care, crop protection, animal health, polymer and chemical sector,
    • acquisition of Aventis Behring, a blood plasma producer, by CSL Limited from Aventis SA,
  4. local merger clearance of several acquisitions by American or multinational private equity investment companies over companies or businesses mostly in the engineering sector, including in particular,
    • acquisition of CERAM ČAB akciová spoločnosť, a leading Slovak manufacturer of electric insulators by a Delaware investment equity fund Riverside XI Holding Company (PPC), L.P.;
    • acquisition of certain subsidiaries and business units of Siemens Aktiengesellschaft participating in various areas of engineering (cranes and components, harbour logistic solutions, plastic machinery, gas springs and specialised hydraulic dampers, technical ceramics devices) by equity investment funds controlled by Kohlberg Kravis Roberts & Co. Group, United States;
    • acquisition of a telephone directory publishing business (Yellow Pages) of Mediatel s.r.o. by Veronis Suhler Stevenson;
    • acquisition of Brenntag / Interfer group of companies active in the distribution of chemicals and steel from Stinnes AG by Bain Capital Investors;
  5. local merger clearance of the acquisition of a worldwide metal polymer dry bearing business of a US-based company Dana Corporation by Goodrich Corporation, multinational company in the aerospace and engineered industrial products sector;
  6. local merger clearance of the acquisition of a leading domestic manufacturer of measuring and regulation devices and systems PREMEX-IN, a.s. by INVESYS plc., multinational manufacturer of measuring, regulation and automation system;
  7. local merger clearance of the acquisition of entertainment businesses (TV & Film) from USA Networks Inc. by Vivendi Universal, S.A., a multinational corporation participating in the media, telecommunications and environmental sectors;
  8. merger clearance of the acquisition of Banské stavby, a.s., a local infrastructure construction company, by a Czech subsidiary of the multinational construction company SKANSKA;
  9. merger clearance of the acquisition of Lagris Slovakia, s.r.o. a local spices and dry food distributor by an international food producer PODRAVKA;
  10. local merger clearance of the acquisition of UK-based heating devices producers Hepworth Plc. by Vaillant GmbH, a significant German manufacturer of heating devices and water heaters;
  11. merger clearance of the acquisition of NFO Group, a leading US market research company by Taylor Nelson Sofres, an international UK-based market research agency;
  12. acquisition of control over CAC Leasing, a leading Slovak leasing company, by HVB Group;
  13. local merger clearance of the acquisition of Gaba Holding AG, a Swiss manufacturer of oral care products, by Colgate Palmolive Company.

(iii) Corporate/Commercial Matters

The firm and its members have been involved in a number of standard and non-standard corporate matters and procedures, advising either local subsidiaries of multinationals on local legal matters or multinationals on the establishment, operation and acquisition of local subsidiaries while such assistance has frequently developed into a continuing working relationship. The clients include among others the following:

  1. a leading world producer of tobacco products;
  2. a major multinational food store merchandiser;
  3. a leading European lime and cement producer;
  4. a major international producer of office and telecommunication equipment;
  5. a leading producer of copying technologies and equipment;
  6. a major multinational radio telecommunication equipment producer and distributor;
  7. a major home product manufacturer and world-wide distributor;
  8. a major multinational manufacturer of food, chemical and cosmetic products;
  9. a major international pharmaceutical concern;
  10. a large "Benelux" brick producing company;
  11. a major U.S. petroleum producer;
  12. a major Swedish paper producing company;
  13. a major Italian cable producer.

(iv) Specialised Financial Transactions

  1. advising the co-ordination committee of a group of 40 international and local banks on financial restructuring and reorganisation of the largest steel producer in Slovakia;
  2. advising several foreign banks and securities houses on selected legal aspects of foreign exchanges, swaps and derivative transactions with Slovak counterparties;
  3. restructuring financial schemes in connection with proposed acquisition transactions;
  4. intercompany financing arrangements in connection with acquisitions;
  5. advising a leading international manufacturer of technical and medicine gases on the refinancing of the companies within the group, including advice on senior facility agreement and security instruments under Slovak law.

(v) Several Banking Debt Transactions

  1. advising foreign banks and financial institutions on syndicated loans to Slovak corporations (private companies, partially state-owned companies or local banks) of various structures, including the largest syndicated loans that have been made available to Slovak borrowers to date;
  2. advising facility arrangers and foreign investors on receivables and pre-export transactions;
  3. advising foreign banks and investors on transactions relating to participation in loans and other debt financing transactions;
  4. advising a supranational lender on an inaugural subordinated loan made available to a Slovak bank;
  5. advising banks based in Slovakia on loan transactions and security arrangements in the domestic lending market;
  6. advising a guarantor regarding a guarantee by a supranational financial institution for obligations under an international loan transaction;
  7. advising private equity funds on leveraged buy-out transactions.

(vi) Several International and Slovak Capital Markets Transactions

  1. advising a lead manager on a successful inaugural eurobond issue denominated in Yen by a Slovak municipality;
  2. advising a lead manager on the largest fiduciary eurobond issue made by a Slovak entity with a sovereign guarantee;
  3. advising a lead manager on successful fiduciary subordinated eurobond issues made by two largest Slovak banks (which were the first transactions of this nature);
  4. advising a leading Slovak brokerage house acting as the lead manager on the preparation of the documentation for bond issues by Slovak corporations;
  5. preparation of several proposed bond issues.

(vii) Insurance Advisory

  1. advising on establishment, licence proceedings, incorporation, commencement of business activities, including the processing of complete agenda of insurance contracts and related documentation of one of the leading life insurance companies which entered the Slovak insurance market in 1996 and is a subsidiary of one of the largest financial groups in the world;
  2. advising and representation of one of the most advanced Czech companies controlling more than 95% of shares in subsidiaries - insurance companies covering, the area of accident, life and property insurance, and employer liability insurance on the establishment of a subsidiary in the Slovak Republic conducting business activities in the area of life insurance in all insurance types, including accident and disease riders;
  3. advising an insurance company conducting business activities in the area of life insurance in the Slovak Republic in connection with the harmonisation of documents of the company, its Articles of Association, internal regulations, contract documentation and activities with the respective insurance legal regulation;
  4. advising a Slovak subsidiary of leading Czech insurance company in acquisition of life insurance portfolio, including related business units and assets from a Slovak subsidiary of reputable international insurance company.

(viii) Project Financing

  1. advising a foreign sponsor on one of the largest project finance transactions in Slovakia in the nuclear energy sector, including the structuring of transaction, preparation of loan documentation, forms of electricity distribution agreements drafting as well as a complete review, analysis and summary of the relevant laws in the energy, environment, construction and nuclear safety and insurance sector;
  2. advising a major international investment company in connection with a loan facility for a telecommunication project in the Slovak Republic;

  3. advising leading managers on the financing of the construction and development of water electricity power plants in Slovakia, including legal opinion on the fiduciary bond issue unconditionally and irrevocably guaranteed by the Slovak Republic;
  4. advising on several other major project financing transactions in the electricity and gas industry, e.g. advising a syndicate of banks providing DEM 170,000,000 for the construction of a gas distribution pipeline to the borrower, a joint subsidiary of the Slovak monopoly gas producer, a state energy company and one of electricity distribution companies;
  5. advising the European Investment Fund (EIF) on a guarantee facility agreement signed between a major Slovak gas company and the EIF under which the EIF guaranteed a loan in the amount of EUR 30 million to the European Investment Bank.

(ix) Real Estate Projects

  1. advising leading Austrian and Slovak banks on the financing of the acquisition and development of real estates aimed at the extension of production facilities of a leading Slovak wood producer;
  2. advising a leading Israeli construction company on participation in one of the largest project of development of business, office and accommodation facilities in Bratislava;
  3. advising a leading Austrian bank on the financing of the reconstruction and development of a historical hotel facility in Bratislava;
  4. advising one of the largest European construction companies on acquisition of land and development and construction of several multifunctional buildings and shopping centres; the advice also covered all matters related to the lease of the respective premises to operators and/or tenants;
  5. advising a leading Swedish construction company in connection with its various business activities in Slovakia, including advising its local subsidiary on the acquisition of real estates aimed at the extension of production facilities in Slovakia;
  6. advising a key French electricity company on its participation as a sponsor and later as one of the contractors in the construction, development and operation of the largest Slovak nuclear power plant;
  7. advising leading managers on financing of the construction and development of water electricity power plants in Slovakia;
  8. advising a major Norwegian food store merchandiser on financing of the acquisition of real estates (supermarkets) via its Slovak subsidiary due to an extension of the sale of foods in Slovakia;
  9. advising a global German cement producer on acquisition of real estates in the Slovak Republic via its subsidiaries in relation to mining industry and the production of construction materials;
  10. advising a leading operator of airport facilities on the preparation of a new construction project for a leading world-wide courier service;
  11. advising a leading Slovak investment company on establishment of a joint venture with an international investment bank - development of business, office and living facilities in Bratislava;
  12. advising an international bank on financing of the development of a major shopping centre in Bratislava;
  13. advising a Slovak residential development subsidiary of a multinational construction company on the purchase of a land.

(x) Advising on Regulatory and Administrative Matters

Čechová & Partners regularly advises clients on numerous specific business and industry sectors regulated by special provisions of law. Members of the Čechová & Partners team are frequently contacted by clients from the healthcare sector, mostly by pharmaceutical companies, associations of entrepreneurs or health insurance companies and have been involved in the provision of commentaries on numerous reform laws in the healthcare sector.

We have gained strong experience and reputation in the area of data protection through our involvement in the preparation of amendments to the data protection regulation and advised particularly on the establishment and operation of a credit bureau client information banking register with the participation of all significant Slovak banks for an international consortium active in the operation of banking and non-banking client information registers.

In connection with Slovakia's EU accession, services in the area of customer protection have been further developed and the firm's lawyers actively participate in the area of product recalls. In the food sector our lawyers have provided a wide range of services to clients from the alcohol-free beverage production, milk production, candy manufacture, production of food additives, flavourings or tobacco products sectors.

As the majority of the regulatory rules are currently based on EU legislation, the firm focuses on its potential in the EU law sector and the option of consulting various issues with Brussels authorities.

The regulatory practice of the Čechová & Partners team is particularly strong in the energy, electronic communications and aviation sector, the details on experience in which follows:

(a) Energy Sector

The firm has been providing long–term assistance in the energy sector, advising major investors in this field on their interest in or acquisition of Slovak companies performing energy related business activities, mostly of electricity and gas producing and distributing companies, and resolving a wide range of iussues concerning Slovak and European law.

The firm's experience includes:

  • advising a major Austrian electricity company on the acquisition of the monopoly Slovak electricity producer, including execution of a due diligence report and provision of a legal analysis concerning specifications of the Slovak legal regulation in energy sector;
  • analysis of the Slovak electricity sector regulation and its compliance with the relevant EC regulations and directives, including possibilities of action on national and EU level in case of incorrect transposition of EC law provisions;
  • advising a foreign sponsor on one of the largest project finance transactions in Slovakia in the nuclear energy sector, including the structuring of transaction, preparation of loan documentation, drafting as well as a complete review of electricity distribution agreements, analysis and summary of the relevant laws in the energy, environment, construction and nuclear safety and insurance sector;
  • advising on several other major project financing transactions in the electricity and gas industries, e.g. advising a syndicate of banks financing the construction of a gas distribution pipeline to the borrower, a joint subsidiary of the Slovak monopoly gas producer, a state energy company and one of electricity distribution companies;
  • advising a key French electricity company on its participation as a sponsor and later as one of the contractors in the construction, development and operation of the largest Slovak nuclear power plant;
  • regular advisory to a key Slovak electricity distribution company controlled by a major European electricity distribution company;
  • advising leading managers on financing of the construction and development of water electricity power plants in Slovakia.

(b) Telecommunications Sector

Lawyers at Čechová & Partners actively participate in the telecommunications sector and related legislative processes by advising leading players on the market. Major transactions concern the following:

  • representation of the local subsidiary of a leading Austrian telecom company in proceedings with the Telecommunications Office of the Slovak Republic for obtaining licenses for electronic communications networks and electronic communications services and establishment of compliance standards with technical standards and specifications under the Slovak Telecommunications Act;
  • advising a local electronic communication services provider in the process of MPLS-technology installation and interconnection of networks with other providers in compliance with Slovak electronic communications laws;
  • advising on the draft of long term lease agreements for “dark fibre” and installation of transmission equipment of local electronic communication services provider;
  • representing a local private TV channel in negotiations, licensing and contractual arrangements with the Telecommunications Office of the Slovak Republic on provision of frequencies for TV broadcasting;
  • advising a Swedish supplier of GSM equipment in negotiations and contractual arrangements for deliveries of voice system and related services for ATM network of a leading Slovak telecommunications company;
  • advising and representing a leading mobile telecommunications operator in the Slovak Republic in its disputes with competitors concerning product advertisement and comparative advertising;
  • advising numerous telecommunication services and equipment providers on compliance with the new electronic communications framework and notifications to the Telecommunications Office of the Slovak Republic;
  • advising clients on internet domain registration and protection against infringement of intellectual property rights via website registration.

(c) Aviation

  • long-term legal assistance to EUROCONTROL concerning detailed legal assessment and analysis of the Slovak legal, administrative and institutional background with respect to implementation of the CEATS Agreement;
  • advising a leading operator of airport facilities on the preparation of a new construction project for a leading world-wide courier service;
  • advising a short listed consortium in its bid for privatisation of Bratislava and Košice Airports;
  • advising a leading international aircraft owner on long term-leasing contracts with various local aviation carrier operators in Slovakia, including the respective registration with the Civil Aviation Authority of the Slovak Republic.

(xi) Intellectual Property and Media

Čechová & Partners' practice covers also legal services in the area of intellectual property law. The firm provides legal advice concerning trademarks, their domestic and international registration, submission of oppositions against registration of trademarks, trademarks licensing and transfers, including analysis of registration ability of a trademark and of relations between a trademark and other intellectual property rights. The firm's members have a sound experience also in the area of copyright law, including rights to software.

The firm offers highly qualified representation of its clients in trademark matters vis-á-vis the Industrial Property Office of the Slovak Republic, as well as in any matters concerning protection of intellectual property rights in court proceedings.

Client work examples:

  1. advice to a leading international press agency with respect to the right to further use or publish by their users the press news made available by the press agency;
  2. representing a mobile phone operator in litigation concerning advertising in the media, unfair competition and protection of intellectual property rights;
  3. analysing advertisements for a broadcasting company in connection with intellectual property rights;
  4. advising a client with respect to trademark infringement by means of domain name;
  5. analysis of strengths and weaknesses of a registered trademark in relation to other identical or similar designations registered for similar products or services;
  6. assisting numerous clients in the process of registration, changes in registration, de-registration, and transfer of trade marks;
  7. analysing the licensing agreements concerning trade marks and other intellectual property rights, and drafting of the same.