Banking & Finance

References include long term external legal advisory provided to prominent local banks (various types of financing and handling of risk credits including restructuring), legal counseling provided to prominet factoring and leasing companies, as well as close cooperation with prominent banks and investment groups.

 

  • Comprehensive and continuous legal support and assistance to insurance company Euler Hermes SA in all legal matters including representation in courts.
  • Legal advice to a ČSOB in new financing provided in excess of CZK 700 million to a major logistic group to refinance obligations towards another bank within the project to divest a portion of real estate and create a new company. Preparation of a due diligence report on the newly established company and pledged real estate which serves as the security for the financing, including an assessment of lease terms.
  • Complex legal assistance to the local bank in arranging the issue of a new covered bond programme for 15 years in the amount of CZK 15 billion (GBP 517 million) to be offered as a publicly traded security on the Prague Stock Exchange. Our advice included the drafting of the whole bond documentation together with the base prospectus, representation of the bank in proceedings with the Czech National Bank to obtain the approval of the base prospectus and preparation of the request together with all required documents to have the bond programme accepted on the official market by the Prague Stock Exchange.
  • Legal advice to major investment company in the preparation and negotiation of loan and collateral documentation for drawing a medium-term loan, including the pledge of receivables and bonds.
  • Legal analysis and opinion to HSBC UK Bank Ltd. on security provided by the Czech subsidiary of the UK debtor in respect of the Facilities Agreement. We assessed the company's guarantee declaration, prepared and negotiated pledge of shares in the subsidiary and arranged the registration of the pledge in the Commercial Register. We provided a capacity opinion and opinion on validity and enforceability of the provided security.
  • Legal advisory and representation of ČSOB in a complex case involving advance payment and performance guarantees issued by the bank based on the instruction of a major local engineering company in the energy sector, representation of the bank in the insolvency proceedings, legal assistance with demanding payment of counter-guarantees, representation of the bank in the lawsuit with the beneficiary of the bank guarantees regarding non-compliant demand for payment, representation of the bank in the preliminary injunction proceedings and subsequent lawsuit regarding a claim to return the payment obtained under the counter-guarantee.
  • Legal support to ČSOB in acquisition finance projects for clients of ČSOB, legal due-diligence of the target company, preparation of legal opinion concerning the agreement on transfer of shares and other selected documents, including preparation of opinion concerning existence of client´s company and its capacity to conclude loan and security documentation. In last 24 months we have advised the bank on 43 cases over CZK 2,5 billion.
  • Legal analysis and structuring to ČSOB Factoring of complex business relations/transactions between municipalities, public transport operators, telco operators, service providers and financing entities related to public parking and transportation services. Analysing possibilities of effective financing of receivables arising thereto. Drafting and negotiating the complete factoring documentation. The total volume of financing is over CZK 100 million (GBP 3.5 million).
  • Comprehensive legal service for ČSOB regarding the sector of SME non-performing loans - analysis of credit and collateral documentation with the aim of recommending further actions by the bank including recovery of receivables from debtors and persons providing collateral in execution, insolvency and bilateral disputes, exercising rights under bills of exchange.
  • We advised and represented the local bank in the preparation and due diligence process of the retail and corporate portfolio of a bank, including employees and IT systems, for the purpose of acquisition. We executed the due diligence report, prepared a summary of regulatory approvals needed for the acquisition, assessed legal options for the transaction (asset deal, contribution deal) and answered legal questions on issues connected to the acquisition.
  • Legal advice to ČSOB Factoring commenting on the draft amendment to Act No. 593/1992 Coll. on provisions for determining the income tax base, which intends to introduce the possibility for factoring companies to create tax deductible provisions for receivables from factoring cooperation.
  • Preparation of template factoring documentation for ČSOB Factoring in connection with measures addressing the coronavirus epidemic, transition of standard factoring financing to Cash Advance Factoring.
  • Representing a group of major domestic banks (ČS, ČSOB, KB, SBCZ, UCB) in the process of restructuring their credit facilities to companies operating in the promotional and gift market, including the preparation of a Standstill Agreement concluded between the borrower and all financing banks and including the revision of credit and collateral documentation.
  • Legal advice in acquisition financing provided for the purchase of a 100% stake in a company operating in the sector of earthworks and construction of agricultural and civil constructions, preparation of the due diligence report of the stake and other assets provided as security, opinion on the share purchase agreement, capacity opinions.
  • Legal advice and representation of Česká spořitelna in analysis of credit and security documentation of a company providing IT solutions and professional services, loan acceleration, realization of a lien on trade receivables, exercising rights under bills of exchange.
  • Legal analysis for a local bank in the matter of the bank's procedure for payment of a guarantee, representation of the bank in a dispute over unauthorized payment of the guarantee.
  • Legal advisory and procedural defence of major local bank and ČSOB Asset Management against claims of clients related to bonds issued by Icelandic banks which were impaired during the financial crisis. ČSOB wishes to defend its position against claims raised by the investors.
  • Preparation of a legal opinion for a major mortgage bank on the assessment of an economically connected group of clients within the meaning of Regulation (EU) No 575/2013 of the European Parliament and Council of 26 June 2013 on prudential requirements for credit institutions and investment firms.
  • Legal advice to ČSOB in an  acquisition finance project in amount exceeding CZK 250 million forexpansion of a logistics complex, preparation of a due diligence report on real estate, including assessment of validity and effectiveness of contractual documentation to ensure construction rights and lease of real estate.
  • Legal assistance to a group of companies operating a healthcare business. Analysis of loan and security documents of the company, negotiations with the financing bank. The value of the transaction was CZK 150 million (GBP 5 million).
  • Legal advice to ČSOB in an acquisition finance project regarding purchase of 100 % shares in confectionery and deli producer, drafting a due diligence report regarding the share and other assets serving as collateral, including a review of validity of the share purchase agreement, drafting of the capacity opinions for parties entering into the loan and security documentation.
  • Preparation of a legal opinion for a local bank on its right to refuse to permit drawing of an irrevocable bank performance guarantee issued under URDG 758, payable on first request and without objection on behalf of a client doing business in the field of construction.
  • Preparation of a legal opinion on the issue of charging fees for the purchase and sale of securities in funds managed by the same investment company, issues of CNB banking supervision.
  • Legal advice regarding an acquisition finance project for the purchase of shares in companies in the healthcare sector, preparation of a due diligence report, including assessment of the contract on the transfer of business shares, capacity opinions.
  • Legal advice to ČSOB in a corporate acquisition finance project provided for the purchase of shares in a holding company with a subsidiary (one of the largest Czech companies engaged in the recycling of construction waste and supplier processing of natural aggregates).
  • Following our 100 % success rate in all privatization lawsuits where we represented ČSOBagainst the Czech Republic, we have been appointed legal counsel by the Bank in a new lawsuit brought by the Czech Republic against ČSOB based on a claim for unjust enrichment connected to proceeds received from state guarantees issued for obligations of a state-owned machinery producer during the era of privatization.
  • Assessment of the possibilities of a major mortgage bank to charge costs associated with early repayment of a mortgage loan in the sense of the Consumer Credit Act and Directive 2014/17/EU of the European Parliament and Council.
  • Legal assistance to the local bank and members of the Board of Directors in connection with an inspection by Czech National Bank. Legal analysis of results of the inspection and preparation of the stand point of the bank to these results. Legal assistance in connection with process of the assessment of knowledge and professional experience of members of the management bodies and key function holders required by the Act no. 21/1992 Coll. on Banks (“Act on Banks”) and with the assessment of the suitability of members of the management bodies and key function holders according to Joint EBA and ESMA guidelines no. EBA/GL/2017/12.
  • We provide to a Czech small-scale payment service provider complex and exclusive legal advisory regarding its regulatory documentation in view of the Czech National Bank investigation into its practices, review of internal documentation and procedures, compliance with ESMA and local regulator (Czech National Bank) rules, review of its clients. We currently provide advice and representation of Qpay in upcoming proceedings to obtain the payment institution license from Czech National bank.
  • Legal assistance to HSBC with regard to its loan exposure towards a leading global producer of heavy machine tools, revision and drafting of new loan and security documentation (almost all types of security involved). In 2019 we assisted the bank with registration of amendments to the security documentation stemming from the sale of the enterprise of Czech HSBC Branch from UK subsidiary to France subsidiary (implemented due to uncertainty about BREXIT ramifications). We are also currently engaged in advising the bank on the most feasible method to implement debtor’s request to use a new bank to service its financing needs which comes with necessity to carve out certain pledged assets and to amend the loan agreements to accommodate the debtor’s request.
  • Legal advice in analysis of credit and collateral documentation of a company engaged in the production of medical equipment, electronics, tools. We analyzed the contractual documentation with a focus on its validity and subsequent enforceability of the bank's receivables. Enforceability of the bank's receivables, risk notices, proposals for amendments to documentation.
  • Legal advice in analysis of credit and collateral documentation of a company specializing in the production of automotive parts and a wide range of packaging materials. Assessment of the validity and effectiveness of the documentation and enforceability of the bank's receivables, warning of risks, proposals for amendments to the documentation. 
  • Legal advice in analysis of credit and collateral documentation of a company specializing in the production of glass fiber materials, including ČMZRB guarantee documents, assessment of the validity and effectiveness of the documentation and enforceability of the bank's receivables, risk warnings, proposals for documentation modifications.
  • Legal advice in respect of a company dealing mainly with the operation of road motor transport, in the analysis of credit and collateral documentation, together with assessment of the validity and effectiveness of the documentation and the enforceability of the bank's receivables.
  • Legal advice to a major domestic bank in  project of acquisition finance provided for the purchase of shares in a company operating in the fields of metal production, locksmith work and production of steel structures, preparation of a due diligence report on pledged shares, including assessment of contracts for transfer of shares, capacity opinions.
  • Legal advisory to major domestic bank regarding an acquisition finance project involving purchase of shares in a company engaged in sales and service of machinery for cutting operation and 3D printers, legal due diligence of the target company and assets used as security and legal opinion on a share purchase agreement and shareholders agreement on disbursement of dividends.
  • Legal advisory to major domestic bank in project of acquisition financing for purchase of shares in a company owning a logistics centre, legal due diligence of the target company and assets designated as collateral, legal opinion to the share purchase agreement, drafting of the legal capacity opinion regarding entities entering into the loan and security documentation. Drafting of memorandum assessing whether conditions of financial assistance were met in accordance with provisions of the Act on Business Corporations
  • Legal assistance to local bank, implementation of factoring products into the bank’s portfolio, analysis of the bank’s business intentions, proposals for optimal models of factoring financing, cooperation with preparation of IT system for factoring, drafting of boiler-plate factoring documentation.
  • Legal advisory to mortage bank, refinancing of residential real estate in the center of Prague, revision of loan and security documentation, arranging the structure for the transaction, conditions for drawing the loan.
  • Legal assistance to major local bank regarding envisaged acquisition of certain loan receivables from Expobank CZ. Analysis of loan and security documentation of the debtor, including General Terms and Conditions, focusing on legally relevant differences against ČSOB´s boiler-plate documentation in view of potential risks for ČSOB and impacts for the bank with regard to the acquisition.
  • Legal advisory regarding its loan exposure from non-recourse factoring provided to a client – a leading European company engaged in distribution and wholesale of mobile phones.
  • Legal assistance to major local bank consisting of analysis of duties of the bank in connection with bank guarantees issued in the amount of app. CZK 760 million for a proper execution of work (complex renewal of a power station) of VÍTKOVICE POWER ENGINEERING a.s. who is currently under insolvency proceedings.
  • Legal advisory to major local bank – the Department of Real Estate Financing, with financing of acquisition of multifunctional real estate in Prague. Due diligence of selected assets (notably real estate and shares) working as security, legal opinion on the SPA.
  • Legal advisory to local bank with regard to drafting complete loan and security documentation for EUR 24 million (GBP 22 million). Financing of real-estate portfolio.
  • Legal advisory to Cypriot holding company in the matter of drafting, execution and implementation of loan and security documentation for financing of a real estate portfolio acquisition in the amount exceeding CZK 1 billion.
  • Legal support to a leading insurance company specialized in the offering of life insurance products, in exploring the potential for expanding its operations to Eastern European Countries.
  • Legal advisory services for major foreing bank regarding the preparation and negotiation of factoring documentation for non-recourse factoring of the bank´s client - the world's leading company producing sportswear, footwear and equipment for sports, including the preparation of a tripartite agreement between HSBC, client and credit insurance company Atradius.
  • Legal advisory and representation of major local bank in organizing and arranging the selling procedure of app. CZK 50 million of secured receivables.
  • Legal assistance to the most important supplier of bearings with regard to acquisition of loan receivables, due diligence, transaction documentation and legal advisory within insolvency proceedings.
  • Legal advisory to ČSOB Factoring in negotiation and preparation of factoring documentation for factoring financing in the volume of CZK 270 million for one of Europe’s biggest producers of rail vehicles’ wheels.
  • Legal advice to major foreing bank on providing and off-balance financing app. CZK 220 million to the leading Czech retailer of sports equipment. The advice encompassed drafting of credit and collateral documentation for different types of security including a floating charge.
  • Legal advice to major local bank with regard to analysis of loan and security documentation of a company engaged in construction of water supply and whole sale of metallurgical material, together with options for further steps towards securing the repayment of the loan including analysis of an option for factoring financing of the debtor.
  • Legal advisory to ČSOB Factoring - negotiation and drafting of a specific type of factoring documentation which was subsequently concluded with one of the biggest power suppliers in the Czech Republic. The documentation comprehensively combines loan and factoring financing of the client.
  • Legal advice to Cypriot holding company on mezzanine loan financing for acquisition of shares in companies operating private health centres focusing on infertility treatment and providing in-vitro fertilization assistance.
  • Complex legal advice to Investment Fund and assistance during process of establishment of the fund with variable capital (SICAV) and preparation of legal structures for functioning of the fund.
  • Legal assistance to local bank in connection with change of a client's loan documentation – a company engaged in production and sale of concrete building elements – including in particular adjustment of the method for regulating the credit limit.
  • Legal services to major mortage bank in the area of complex financial security, savings and mortgage products by drawing up an assessment on the possibility of termination of contracts on building savings.
  • Legal advice to local bank in respect of validity of security provided to the bank by the debtor (supplier of technological investment units or their parts). Analysis of the existence and order of the security - receivables arising from the bank accounts and receivables from undrawn guarantees.
  • Legal advice to major local bank in revision of security documentation concluded between the bank and the debtor – a company operating a biogas station, to secure the loan of CZK 74 million. We have analysed agreements for pledge of enterprise and immovable assets.
  • Legal revision of framework agreement between major local bank and a leading global provider of IT solutions concerning deliveries of software and provision of IT services, including a long-term contract for development and implementation of a complex software application (payment module) for corporate electronic banking.