Mergers & Acquisitions

Fůze & akvizice

Why should JŠK deal with your mergers and acquisitions?

Do you want to achieve the advantageous sale of a business that you have spent a long time building up, or buy a company as an investment for the future without risks from the past?

This requires many years of experience, deep sector knowledge, tenacious negotiators and economic skills. We have it all. We will guide you through the whole process and help you achieve your goal.

What can we do for you?

Contractual documentation for the purchase, sale and loan of artwork
Cooperation agreements between the artist and the gallery, or between several galleries
Due diligence of the buyer or seller
Financing solutions for the purchase of the work
Provision of the work as collateral for a loan
Escrow of the purchase price in case of purchase and sale of the work
Dealing with defects in the work and issues of forgeries and damages

GAP analysis focused on ESG reporting(whether you are reporting according to the SFDR or preparing to draftsustainability reports according to the CSRD)
Preparation of internal regulations(policies), the introduction or addition of which will improve your ESG profile(whistleblower protection, human rights policy, supplier code of conduct, codeof ethics, etc.)
Assistance with the issuance of green bondsaccording to the latest European standards and cooperation in the ongoingfulfilment of the obligations imposed on their issuers
Assessment and subsequent advice relatedto the introduction of a carbon tax
Assessment and consideration of ESG risksin M&A transactions
Orientation in ESG legislation, includinglegal advice with its interpretation
Training for relevant employees tailored toyour activity and focus of your business

Preparation of complete documentation
Life and non-life insurance
Compliance projects
Representing clients before a financial arbitrator
Representing clients in claims and recourse before courts
Assistance in settling insurance claims
Advice on audits by the Czech National Bank or other authorities

Joint research and development agreements
Contract research agreements
Contracts (licences)
Registration
Disputes
Patents
Industrial designs
Trademarks
Domains

Setting up the company structure and regulating relations between shareholders
Negotiating the terms and conditions for the entry of investors
Ensuring compliance with regulatory requirements, including GDPR
Protecting intellectual property
Creating contractual documentation, including general terms and conditions
Employee stock ownership plans (ESOP)

Setting up fund structures
Regulatory consents
Resolving legal relationships between funds, managers, custodians, depositories, etc.
Assisting in the implementation of investments regardless of legal form
Preparing and negotiating transaction documentation
Employee stock ownership plans (ESOP)
Asset management structuring, including trust funds

Contracts – formation of associations and clubs, statutes, decision-making bodies, etc.
Disputes – disciplinary proceedings, arbitration courts
Protection of an athlete's personality
Intellectual property law in sport
Acquisitions, transfers
Licensing proceedings
Doping

Analysis and opinions
Dawn raids
Business mergers
Cartel law
State aid

Structuring family assets
Inheritance contracts and wills
Succession planning
Inheritance administration

Preparation and negotiation of employment documentation, including regulations
Collective negotiation
Hiring & firing, including mass dismissals
Representation in labour law litigation
Regulatory issues, including data protection
Handling compensation for damages
Ensuring the transition of employees when an employer's business is transferred

PPP (Public Private Partnership) contracts
Financing

Regulation
Disputes
Contracts
Acquisitions
EFET contracts
Gas storage and distribution
Electricity trading
Renewable energy sources
Ensuring supplies
Property rights

Choosing and setting the most suitable sales strategy
Analysis of selected online models
Risk assessment
Help with implementation
Setting up relations with business partners, including negotiating terms
Dealing with government authorities
Sector regulations

Interpretive opinions
Implementation projects regardless of size
Gap analyses (identification and assessment of risks and proposals for mitigation solutions)
Advice on distribution, product setup, prudential AML and GDPR requirements

Disputes arising from contracts for work
Complaints and claims for performance defects
Compensation disputes
Personal injury and non-pecuniary damage
Operational liability
Labour disputes
Liability of corporate bodies
Disputes with intermediaries, including settlement of claims for special remuneration
Claims in international transport
Recourse against subcontractors
Negotiation of settlements

Term sheets
Due diligence
Structuring
Representation of the lender or the borrower
Project and portfolio financing
Refinancing
Subordinated loans
Intra-group financing
Cash pooling
Credit agreements
Negotiations
Collateral documentation
Legal opinions
Receipts
Pay-off letters
Corporate consents and related documentation
Escrow account agreements
Performing collateral

Verification of the legal status of the property
Proposal of the most suitable structure for the acquisition of the property
Preparation and negotiation of acquisition documentation
Preparation of shareholder and similar agreements between the various partners involved in the project
Cooperation in the selection of external financing for the acquisition or development
Negotiation of financing documentation and compliance with conditions precedent to drawdown
Assistance in obtaining the relevant permits for the construction, redevelopment or use of the property
Contracts for work with contractors
Assisting in the resolution of defects and insurance claims
Contracts for the operation and management of the property
Lease agreements
Contracts for the sale of the property or the units therein

Sale and purchase of companies, including legal due diligence
Transfers of company enterprises or assets
Preparation and negotiation of transaction documentation, including settlement of transactions
Succession in family businesses
Setting up relations between shareholders
Structuring

What do our clients say?

“It was our pleasure to work with the JŠK team. We appreciate its business-oriented approach and deal-oriented focus.”

Pavel Kvíčala

„We appreciate the legal advice and transaction support which facilitated seamless execution of the transaction."

Tomasz Hajduk

„We cooperated with JŠK on a similar transaction for the first time and we were very satisfied. We especially appreciate the excellent communication and the practical and proactive approach to the various obstacles on the way to the successful signing and settlement of the transaction. JŠK also managed the role of legal coordinator of the whole project, which required the resolution of legal issues not only in the Czech jurisdiction, but also in the UK, Slovakia and Serbia."

Jiří Přibyl

“We chose to work with JŠK based on the recommendation of the UniCredit team that represented us in a transaction. To begin with, we could not imagine the size of the transaction at all. JŠK’s approach was very helpful and patient, while at the same time being reasonably forceful with the emphasis on the co-owners’ objectives. I would like to take this opportunity to thank JŠK for their cooperation and wish them good luck, success and new opportunities."

Petr Janů

“The acquisition of ProfiSMS was a significant and important transaction for the R22 Group. Throughout the process JŠK was responsible for preparing the transaction documentation, legal due diligence, and for preparing corporate documentation, management contracts, etc. Thank you for your excellent work and very professional assistance during this complex process. Personally, I hope and believe that we will work together again on other projects.”

Adam Gajewski

Why work with JŠK?

We will be with you from the first moment.

We help long before the actual transaction starts and anticipate any potential pitfalls.

We understand that relationships can be unpredictable.

We are good at setting up and negotiating relations between shareholders and resolving any disagreements.

We have experience from across the market.

From sales of smaller companies to complex, multi-disciplinary and cross-border transactions.

We pay attention to every detail.

We look for hidden problems and warn you about them. This prevents unpleasant surprises.

We will always be straight with you.

If there’s a solution, we will tell you. If there isn’t, we will find the best alternative course of action for you.

Who have we already helped?

Genesis Private Equity Fund IV

Legal advice to GENESIS CAPITAL on its investment in PFX, a visual effects, advertising, animation and post-production company based in Czech Republic and Slovakia.

GENESIS CAPITAL and Avallon

Legal advice to private equity funds GENESIS CAPITAL and Avallon MBO Fund on the acquisition of TES Vsetín, a traditional Czech manufacturer of electrical machines and components.

TESCAN ORSAY Holding

Legal advice to Tescan Orsay Holding on the sale of majority stake to global private equity fund Carlyle.

Bunzl

Legal advice to international distribution and services group Bunzl on the acquisition of majority stake in VM Footware, a prominent retailer of personal protective and work equipment.

SUDOP Group (SUDOP CIT)

Legal advice to SUDOP CIT on the acquisitions of the software companies profiq, BizzTreat and IMPROMAT-COMPUTER into its portfolio of IT companies.

Credit Value Investments

Legal advice to an independent asset manager CVI on bond financing by Saunia Group and parent company of the Algotech Group.

Abris Capital Partners

Legal advice to managers of private equity fund Abris Capital Partners and its newly established holding company Alsendo (previously apaczka) on the acquisition of a majority stake in Zaslat.cz, the leader among Czech internet shipping services.

Genesis Growth Equity Fund I

Legal advice to the managers of the private equity fund Genesis Growth on the acquisition of a majority stake in HC electronics s.r.o., including acquisition financing.

Genesis Private Equity Fund III / Conectart

Legal advice to the managers of the private equity fund Genesis Capital and Conectart, which operates the largest domestic call centres, on the acquisition of the South Bohemian call centre operator Atoda.

Skupina R22

Legal advice to the Polish R22 Group on the acquisition of a 100% participation interest in ProfiSMS s.r.o. and 100% of its two Czech subsidiaries, AXIMA SMS SERVICES s.r.o. and SMSbrána s.r.o. in a competitive sales process.