News

Please see the following LINK for more information and evaluation.

BBH is also pleased to announce that, in 2021, Partner František Honsa cemented his position as Eminent Practitioner in the Dispute Resolution and Most in Demand Arbitrator categories, thus remaining the only lawyer on the Czech market who concurrently holds this most prestigious ranking in two categories.

Of course, other BBH lawyers were acknowledged as well, namely Vladimír Uhde, who is ranked in the Dispute Resolution (Band 2) and Dispute Resolution – Arbitration Counsel (Band 3) categories, Robert Klenka for Insolvency & Restructuring (Band 3) and Dispute Resolution (Band 4), Petr Přecechtěl for Mergers & Acquisitions (Band 3), and Tomáš Sedláček, for his success in the Banking & Finance (Band 3) and Capital Markets (Band 3) areas.

Kindly find the complete BBH rankings here:

https://chambers.com/law-firm/bbh-advokatni-kancelar-sro-europe-7:1427

BBH has been assisting companies for a long time in preparing new issues, prospectuses and approvals with the CNB, in accepting them on the market as part of an IPO or implementing a public offer.

It also provides other services for issuers, including ensuring compliance and other professional support.

BBH is one of the leading law firms in the field of the capital market in the Czech Republic.

Thanks to its unique expertise in the field of emissions and regulation, it provided legal advice on the creation of an IPO Fund to support the IPOs of Czech companies by ČMZRB and the Ministry of Industry and Trade [https://www.cmzrb.cz/skupina-cmzrb-zacina-nakupovat-akcie-malych-a-strednich-firem/].

More information on the topic of IPO on the PSE, prospectus and new issues can be found here [https://bbh.cz/cz/publikace], or you can contact us by email at legal@bbh, or via phone +420 234 091 355.

BBH team

Zdeněk Husták, Partner

email: zhustak@bbh.cz, tel.: +420 234 091 355

Tomáš Johanna, Senior Associate

email: tjohanna@bbh.cz, tel.: +420 234 091 355

Adam Nečas, Senior Associate

email: anecas@bbh.cz, tel: +420 091 355

Tomáš Sedláček, Partner

email: tsedlacek@bbh.cz, tel.: +420 234 091 355

Martin Šupák, Junior Legal Trainee

email: msupak@bbh.cz, tel.: +420 234 091 355

"The EU prohibits discrimination based on nationality. I hope that the Czech judges acknowledge that. It cannot happen that the Czechs would be second-grade citizens. It cannot happen that cheating would be sanctioned in some states, but not in others."

https://forbes.cz/stat-musi-podnikatelum-uhradit-vsechny-skody-rika-pravnik-a-chysta-zalobu/

The manager of the IPO Fund is ČMZRB investiční, a.s., published a call for interested companies  to apply for the financing from the IPO Fund.

Skupina ČMZRB začíná nakupovat akcie malých a středních firem

BBH provided comprehensive legal advice to the Českomoravská záruční a rozvojová banka group in the preparation of the IPO Fund, elaborated IPO Fund´s documentation and assisted in of a cooperation agreement with the Prague Stock Exchange to support new entities to list on the START market of the PSE.

ČMZRB navázala spolupráci s Pražskou burzou - kapitálově podpoří malé a střední firmy

On behalf of BBH, the project was implemented by a team led by Zdeněk Husták, a partner of BBH, for the capital market, regulation and compliance.

The in the process of the IPO Fund set-up as unprecedented supported financing arrangement, BBH built upon its extensive expertise in the area of regulation, securities issuances and other  capital market services.

The BBH team provides a wide range of legal services and expert counselling on financing, securities issues, public offerings and other capital market services.

For more information you can reach us at: legal@bbh.cz or via phone +420 234 091 355.

BBH team

Zdeněk Husták, Partner

email: zhustak@bbh.cz, tel.: +420 234 091 355

Tomáš Johanna, Senior Associate

email: tjohanna@bbh.cz, tel.: +420 234 091 355

Adam Nečas, Senior Associate

email: anecas@bbh.cz, tel: +420 091 355

Tomáš Sedláček, Partner

email: tsedlacek@bbh.cz, tel.: +420 234 091 355

Martin Šupák, Junior Legal Trainee

email: msupak@bbh.cz, tel.: +420 234 091 355

Adam, Zdeněk and at the same time Tomáš Sedláček, a partner of BBH, are also registered in the list of liquidators and forced administrators maintained by the CNB for an investment firm, a market operator, an operator of a settlement system and a central securities depository.

BBH thus combined the unique knowledge and experience of its insolvency team and financial regulation team and offers services related to the liquidation and possibly forced administration of financial institutions, including investment firms, management companies, investment funds or main administrators.

We treasure this achievement, awarded by a panel of independent judges from highly respectable institutions and law firms, very much. We are glad that BBH continues to rank among the elite firms in Europe, cementing this position after our win of the same award in 2015.

We thank foremostly to our clients for their trust in our services and to our whole team of dedicated lawyers and other co-workers.

https://www.thelawyer.com/event/european-awards/2020-winners/

The announcement of the winning law firm shall take place on 1 December 2020.

https://www.thelawyer.com/revealed-the-lawyer-european-awards-shortlist/

The IPO Fund represents a completely new financing instruments aiming to facilitate the stock exchange listing of small and medium-sized enterprises and support their capital raising.

In the coming months, ČMZRB will publish calls for potential applicants for financing and assumes an increased interest of potential issuers in this type of financing.

On behalf of BBH, the legal services  have been provided by a team led by Zdeněk Husták, a partner of the BBH, responsible for capital market, regulation and compliance services.

In creating of this unique financing instrument, BBH has built on its extensive expertise in regulation and capital markets.

BBH provides a wide range of legal services and professional advice in the field of financing, preparation of securities issues & documentation, assistance in public offering of securities and provision of further services to issuers and issuance arrangers.

Should you have any questions, please do not hesitate to contact us.

Českomoravská záruční a rozvojová banka, a.s.

Burza cenných papírů Praha, a.s.

BBH tým 

Zdeněk Husták, Partner

email: zhustak@bbh.cz, tel.: +420 234 091 355

Adam Nečas, Senior advokát

email: anecas@bbh.cz, tel: +420 091 355

Tomáš Sedláček, Partner

email: tsedlacek@bbh.cz, tel.: +420 234 091 35

The purpose of this Memorandum is to briefly describe the most significant changes that the Amendment introduces into the Slovak legal order, and which could significantly affect your companies as well.

1. The Scope of data registered in the Commercial Registry

The Amendment extended the scope of data about shareholders registered into the Commercial Registry. In relation to shareholders – natural persons the registered data were extended by birth numbers. In case of shareholders who are foreign natural persons or persons to whom birth numbers have not been assigned, other identification data will most probably have to be registered instead of birth numbers (e.g. data assigned by a foreign state which are equivalent in meaning and nature to a Slovak birth number).

In relation to shareholders – legal persons the registered data were extended by identification numbers (IČO), if they have been assigned. In the case of shareholders, who are foreign legal persons, instead of the identification number, it will most probably be necessary to enter identifiers assigned by their home state, which are equivalent in nature to the identification number granted under Slovak law.

The shareholder´s identification data will not be publicly accessible, however it will be necessary to carry out their registration into the non-public part of Commercial Registry together with the submission of the nearest proposal for registration of changes in registered data, but no later than September 30, 2022 (under the threat of sanction imposed under the Slovak Act No. 530/2003 on Commercial Registry). Should any assistance with fulfilling of this obligation be required, we are of course available to our clients.

In relation to statutory bodies, under the Amendment it will no longer be possible to register their internal restrictions of authorizations to act on behalf of the company into the Commercial Registry. Just as in the case mentioned in the previous section, companies will be obliged to synchronize their registered data in the Commercial Registry by September 30, 2022.

The Amendment also enshrines the obligation of an officially certified signature of the property owner on his consent to registration of the property as the registered office of the company in the Commercial Registry.

2. Change of registration of organizational units of enterprises of Slovak and foreign legal persons in the Commercial Registry

As of the effectiveness of the Amendment, the registration of the organizational units of enterprises of Slovak legal persons into the Commercial Registry will change from mandatory to voluntary. However, this change will not affect organizational units of enterprises of foreign legal persons, which will continue to be subject to registration into the Commercial Registry

In the event that persons authorized to act on behalf of a Slovak and foreign legal person, which organizational units of enterprises are concerned, do not confirm the registered data of the organizational unit of the enterprise in the Commercial Registry by September 30, 2021, the Registry Court will remove such organizational units of enterprises of Slovak and foreign legal persons from the Commercial Registry. We therefore recommend to our clients that they fulfil the obligation in question as soon as possible, and in case of interest we are ready to provide assistance in fulfilling this obligation.

3. Change of registration of natural persons in the Commercial Registry

As a result of the Amendment, the range of entities registered in the Commercial Registry has also changed. Natural persons - entrepreneurs who were interested in registration in the Commercial Registry could do so on a voluntary basis. However, from October 1, 2020, in accordance with the Amendment, this possibility will cease to exist. Nevertheless, they will continue to be subject to the obligation to register in the Trade Registry.

4. Process of establishment of limited liability company

The Amendment adjusted the circle of persons who will not be able to establish a limited liability company, extending it to persons who are registered as obligors in the register of issued authorizations to carry out execution. In addition to the abovementioned such persons will not be able to (i) be appointed to the position of executive director of a company, (ii) acquire an ownership interest and (iii) transfer their own ownership interest to a third party or other shareholder.

5. Modification of the dissolution of companies and cooperatives

Within the Amendment, the regulation of winding - up and dissolution of companies is complexly adjusted. In addition, the Amendment sanctions the company by its winding-up if the company is six months overdue in depositing the financial statements into the Collection of Deeds. The company is obliged to deposit separate financial statements and extraordinary financial statements within nine months as of the date of their elaboration.

6. Removal of certain entities from the Commercial Registry

As a part of the process of cleansing of the Commercial Registry, which is also related to the change of the range of registered entities, the Registry Court will remove from the Commercial Registry certain types of entities such as old legal forms (national committees, municipal enterprises), natural persons voluntarily registered in the Commercial Registry, companies that did not convert the nominal values of contributions and registered capital from the Slovak koruna to the euro until December 12, 2020, or companies with respect to which the fiction of bankruptcy occurs.

7. Process of liquidation of companies and cooperatives

At present, a company enters into liquidation as of the day of its winding - up. However, the Amendment introduces as the day of the company's entry into liquidation the day of the first liquidator's registration into the Commercial Registry. To protect creditors during the period between the winding - up of the company and registration of the liquidator into the Commercial Registry, the company will be considered as "company in crisis" and therefore the respective restrictions will apply (such as prohibition of reimbursement of the performance replacing own resources).

The entry into liquidation is also associated with a new obligation, which is the deposit of an advance payment to cover the remuneration and expenses of the liquidator. The advance payment will be deposited in the amount of EUR 1,500 into the notarial custody before the liquidator is registered into the Commercial Registry.

The company's entry into liquidation will have, among other things, the effect of automatic expiration of unilateral legal acts, such as orders, authorizations, powers of attorney or procurations. However, after entry into the liquidation, the powers of attorney for representation in legal proceedings will remain in force.

The satisfaction of receivables during the process of liquidation has also undergone a partial adjustment, when, same as until now, the satisfaction of receivables will be approached continuously, but the receivables that would have the character of subordinate receivables in the event of bankruptcy proceedings will be satisfied only after the satisfaction of all other receivables.

The abovementioned represents only a brief overview of some of the many measures introduced by the Amendment, which cannot replace a comprehensive legal assessment of a specific case. Therefore, in case you need help with a specific situation to which the Amendment applies, do not hesitate to contact us at any time.

In Bratislava, on September 9, 2020