Corporate Governance

Services  

Areas where we can help include: 

• Corporate compliance and risk management legal audits;
• Consortia/shareholders agreements;
• Management advisory;
• Shareholder relationships and disputes;
• Establishing and maintaining legal entities;
• Joint ventures;
• Reconstructions; and,
• Reorganisations.

Case Study:  A Complex Joint Venture and De-merger in the Czech Republic  

The Background  

Crestyl Management a.s., one of the largest real estate developers in the Czech Republic, wished to establish a joint venture with ICKM (another leading Czech developer) for the purpose of acquiring two project companies holding one of the most attractive real estate projects in Prague.  

The Transaction  

We advised the client on the acquisition of the two project companies and their almost simultaneous merger with the joint venture.  This approach required efficient coordination and experienced negotiation skills in order to manage the relationship with the joint venture partner while successfully completing the acquisitions.  The timing was very aggressive and the merger of the three joint stock companies was successfully completed within 3.5 months.  

The Result  

Shortly after the successful merger, the successor company was demerged into two project companies, one holding residential projects and the other holding commercial projects.  Each of the demerged companies was later owned by one of the joint venture partners.

The transaction comprised complex legal issues, including tax structuring and processing one of the first demergers in the form of a split-off of a company in the Czech Republic.  Lawyers in Salans Corporate group also had to demonstrate their excellent litigation skills, since the acquisition of the project companies during the demerger process was challenged by a third party speculating on derailing the deal.  Several court proceedings were initiated; however, we finally succeeded in settling the dispute, and the transaction was completed successfully.