Where do we advise?

In the area of corporate law, we advise our clients on the choice of the appropriate legal form, both in terms of legal aspects (flexibility in setting up the relations between the partners and the economic rights of the partners) and tax aspects. For our clients, we set up companies and cooperatives, but also more complex holding structures, including cross-border holding structures. We also assist clients in transformations and changes in the legal form of companies, and we also arrange liquidations of companies for them.

Our legal services also include assistance in the day-to-day management of companies, setting up and settling shareholder relations, drafting corporate documentation (e.g. minutes of general meetings) or contractual documentation between members of corporate bodies and the company.

In the case of the establishment of commercial companies, we can also provide our clients with related accounting services.

We also provide comprehensive tax and legal advice in the area of ESOPs and employee stock ownership, where we provide clients with the following services:

• drafting the so-called. ESOP contracts;
• drafting the so-called. “drawer contracts”;
• Tax-tax assessment and design of a specific ESOP structure;
• suggestions to minimise the risks of a possible tax audit;
• the actual execution of the corporate changes; or
• Establishing an ESOP structure using a foreign company.

What is our experience?

In the area of corporate law, we have provided, for example, the following legal services:

• Legal advice on setting up the corporate structure and investor entry for the Terratico group operating in the waste treatment sector;
• Corporate, tax and accounting advice to a company developing a crypto decentralized exchange on investor input through various innovative titles such as options or tokens or “shadow equity” and setting up an ESOP structure;
• Setting up a comprehensive employee share structure for Crowdberry group companies;
• Preparation of a comprehensive shareholders’ agreement regulating the relations of the founding shareholders and investors at the holding (parent company) level, including comprehensive option mechanisms, drag/tag along rights and a regime for the approval of reserved matters at the level of both parent and subsidiary bodies;
• Legal advisory services to Dedoles s.r.o. on setting up options to sell shares in the parent company and setting up remuneration models in the form of shadow shares for key suppliers and employees of the company;
• Advising SZRT Slovakia s.r.o. on the corporate administration of the company and its entry into liquidation;
• Legal advisory services to the parent company AeroMobil Holding SA in exercising shareholder rights in AeroMobil s.r.o. and AeroMobil R&D s.r.o.
• Advising on the establishment of a holding structure for the founders of Photoneo s.r.o. and the issue of employee shares.

In June 2023, we organized a conference “Employee Stock and Option Plans (ESOP) in Slovak Companies”, where we presented best practices of individual types of employee stock and share plans in a comprehensible way in front of approximately more than 100 participants, both in terms of economic and psychological setup within the company as well as parallel legal and tax structuring (tax optimization).