Corporate Law
Weinhold Legal has extensive experience in the provision of legal services to major foreign and domestic companies related to mergers (including take-over of assets and liabilities), de-mergers, transformations (i.e., change of the legal form) and other corporate matters, such as increases and/or decreases of registered capital, delisting of publicly tradable shares, mandatory buy-outs, etc. In addition, Weinhold Legal regularly provides legal services related to the establishment of business operations in the Czech Republic and the Slovak Republic.
Below we mention some of our most significant recent engagements in this area.
| Henry Schein |
| Weinhold Legal provided Czech and Slovak legal services to Henry Schein (NASDAQ: HSIC), the world’s largest provider of health care solutions for office-based dental and medical professionals, in relation to the spin-off of its animal health business. Following the spin-off, Covetrus (NASDAQ:CVET) was launched as a newly formed company arising from the combination of two businesses – Henry Schein Animal Health and Vets First Choice. Henry Schein informed that as part of the spin-off, it received approximately USD 1.1 billion in what is expected to be tax-free proceeds. Following the spin-off of Animal Health, Henry Schein will have more than 18,000 Team Schein Members in 31 countries, serving more than 1 million customers. Covetrus is headquartered in Portland, Maine, with more than 5,000 employees, serving over 100,000 customers around the globe. Weinhold Legal´s eguláto included a corporate Demerger in Czechia, multiple share transfers in Czechia and Slovakia and various corporate law, labor law, contractual and regulatory matters. |
| HDS Retail Czech Republic and Aelia Czech Republic (Lagardère group) |
| Weinhold Legal provided legal services to HDS Retail Czech Republic and Aelia Czech Republic (both Lagardère group) in connection with corporate matters, franchising, leases, mergers and acquisitions and competition law. Weinhold Legal’s services also included drafting and review of contractual documentation, assistance in negotiating and various legal analyses. Weinhold Legal assisted in establishment of a subsidiary of Aelia, a member of the Lagardère group, for its successful bid to acquire Czech Airlines’s on-board sale and duty free business for CZK 764 million (nearly EUR 30 million), and provided various related corporate law services. Further Weinhold Legal assisted Lagardère group with a merger of three companies. |
| Obrascón Huarte Lain (OHL) |
| Weinhold Legal provided legal advice to Obrascón Huarte Lain, S.A. (OHL), one of the biggest construction companies in Europe, in connection with restructuring of its subsidiary companies in the Czech Republic which were taken-over by OHL in the past. Our legal services included legal advice on the share transfers of OHL ŽS and ŽPSV and on the subsequent implementation of a merger into the successor company OHL Central Europe. Weinhold Legal advised OHL ŽS in connection with two subsequent increases in registered capital by subscription of newly issued shares. |
| Coca-Cola |
| Weinhold Legal provided legal services to Coca-Cola HBC Česko a Slovensko in connection with crossborder merger with Slovak subsidiary. |
| Flow East |
| Weinhold Legal assisted Flow East in connection with spin-off of operational part of Hotel Jalta into new company as well as spin-off of real estate of Hotel Jalta with merger into an existing company. Legal services included preparation and finalization of complex spin-off documentation, including representation of companies involved in subsequent administrative proceedings. |
| European Commission |
| Weinhold Legal, along with its reputable international partner firms and respected academic corporate law specialists, performed a Study on the operation and impact of the Statute for a European Company (“Societas Europaea” – SE) for the European Commission. We were in charge of providing a technical analysis of the implementation and functionality of the legislation in the Czech and Slovak Republics, performing a survey and analysis among the active SEs in the region with regard to the choice of the SE as a legal form and for providing guidance and suggestions to the European Commission regarding any required legislative amendments. Further, we co-ordinated the contributions made by countries in the Central and Eastern European region. The Final Study Report, which was submitted to the European Commission, will provide an analysis for the reasons of the disparity in the success of the SE statute throughout the EU and EEA Member-States and the contribution of any legislative improvements to be initiated by the European Commission. |
| LAMA |
| Weinhold Legal provided legal services to LAMA, a Czech-based group of companies active in the energy production and distribution business, consisting of a transformation of the group and establishment of an efficient holding structure. The services included, in particular, an increase in the registered capital in kind in the holding company exceeding CZK 1.5 billion, several de-mergers combined with mergers and representation in administrative proceedings held by the Ministry of Environment and Czech Mining Authority regarding the transfer of an exploratory licence. Weinhold Legal provided comprehensive legal services to LAMA related to the integration of the company Teplárna Otrokovice and Teplárna Kyjov to their group structure involving, inter alia, a subsequent merger with the parent company as well as representation in the proceedings before the Energy Regulatory Office and the Railway Authority concerning the necessary licenses. |
| Eurovia (Vinci group) |
| Weinhold Legal advised Eurovia (Vinci Group) on the mandatory take-over bid procedure of its Czech subsidiary Stavby silnic a železnic (now Eurovia CS) and two other listed subsidiaries. Weinhold Legal also advised CESTNÉ STAVBY KOŠICE on the delisting of shares from the Stock Exchange of one of its Slovak subsidiaries. Weinhold Legal also assisted in the squeeze-out of minority shareholders and provided various legal services to Stavby silnic a železnic. |
| Olympus |
| Weinhold Legal provided legal assistance to Olympus in connection with a cross-border merger. |
| LG |
| Weinhold Legal assisted LG in connection with a cross border merger. This covered three jurisdictions. |
| GRANETTE/ Palírna u Zeleného stromu – Starorežná Prostějov |
| Weinhold legal provided legal advice to GRANETTE, one of the biggest liquor producers in the Czech Republic, on restructuring of Palírna u Zeleného stromu – Starorežná Prostějov which was taken-over by GRANETTE in the past. In respect of restructuring of its business, including various corporate changes, we implemented a spin-off of Starorežná’s business into GRANETTE. |
| Plzeňský Prazdroj (Pilsner Urquell) |
| Weinhold Legal provided the majority shareholder of Plzeňský Prazdroj (Pilsner Urquell) as well as the target company with comprehensive legal assistance relating to the squeeze-out of minority shareholders, including the preparation of the required legal documentation, organisation of the general meeting and assistance with registration proceedings and the transfer of shares to the majority shareholder. |
| Wienerberger |
| Weinhold Legal provided Wienerberger, the majority shareholder as well as the target company, with comprehensive legal assistance relating to the squeeze-out of minority shareholders, including the preparation of the required legal documentation, organisation of the general meeting and assistance with the registration proceedings and transfer of shares to the majority shareholder. |
