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 prominent factoring and leasing companies, as well as close cooperation with prominent banks and investment groups.

Legal assistance to and representation of the investment company Odyssey 44 in their provision of finance for the purpose of increasing an equity interest in the Packeta Group, which owns Zásilkovna s.r.o., the leading logistics and technological company. Structuring of the acquisition, negotiating and drafting the loan and security documentation, setting up corporate governance and shareholder‘ side agreements.
Legal advice and representation of Allianz Trade/EULER HERMES SA in reviewing new policy documentation (insurance of BNPL transactions), General Terms and Conditions, Collection Services Agreement, Risk Information Service Agreement.
Legal advisory to Česká spořitelna in the analysis of credit and security documentation for a company engaged in the production of special purpose industrial machines, equipment and production lines. Advisory included assistance in the acceleration of the loan, the realisation of pledge on commercial receivables and management of the collection of pledged receivables.
Legal assessment of the amendment to the agreement on multicurrency term and revolving loans for HSBC UK Bank Ltd. from the perspective of Czech law. The total value of all loans granted amounted to over CZK 1 billion. Advisory also included the assessment of the security under the pledge agreement and the declaration of guarantee from Czech law perspective and the preparation of a legal capacity opinion in relation to the amendment and an enforceability opinion in relation to the pledge of the shareholding interest.
Legal support to ČSOB in acquisition finance projects for clients of ČSOB – SME & Corporate Segment. 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. Since 2016 the advisory included 62 cases over CZK 3,831 billion.
Legal opinion for ČSOB Leasing in the matter of effectiveness of the agreement on the assignment of lease contracts with a condition precedent, including the assessment of potential risks and the possibility of their mitigation.
Legal assistance to Raiffeisenbank in connection with the Beneficiary's demand for payment under an advance payment bank guarantee. Analysis of the compliance of the demand with the terms and conditions of the guarantee.
Legal assistance to Raiffeisenbank in modifying credit and security documentation in connection with the division of the debtor by spin-off, supervision of the spin-off process, coordinated repayment of credit exposures including pay-off letter and settlement through escrow account.
Representing client, the leading retailer of sporting goods and equipment, in negotiation and review of new loan and security documentation for investment and operational financing. The loan in the amount of CZK 3 billion was provided as a Club Deal by a group of five banks. The transaction also had a foreign overlap with Slovakia.
Comprehensive and continuous legal support and assistance to the insurance company Allianz Trade/EULER HERMES SA in all legal matters including representation in legal disputes, the main external legal counsel as of February 2020.
Comprehensive legal advice and representation of Odyssey 44 in the negotiation and closing of contractual documentation for the sale of a 50% share in a leading domestic non-life insurance company. The advisory included preparation of transaction and security documentation, notification to the Czech National Bank, registration of trademark liens, delivery versus payment settlement with a securities dealer.
Experts opinions for Raiffeisenbank on selected issues related to implementation of regulation of financial collateral and close-out netting as adopted within EU legislation, in particular under Directive 2002/47/EC, in various European countries including Spain, Sweden and Belgium, with respect to insolvency proceeding initiated in a respective country against the party which provided such financial collateral as a security to foreign bank creditor.
Provision of expert opinion to Česká spořitelna in connection with the dissolution of SBERBANK a.s., in liquidation, as a contractual partner of ČS and its clients. Assessment of the impact of the CNB's interim measures, revocation of the banking licence, liquidation and insolvency (i) on the executive powers of the bank's employees, agents and members of the bank's bodies, (ii) on contractual relations between banks (e.g., relations based on counter-guarantees issued by the bank in favour of another bank, on the possibility of offsetting receivables from nostro accounts), (iii) on contractual relations between the bank and the client, and (iv) on the possibility of refinancing client loans with the bank by another bank.
Comprehensive legal advice to HSBC Continental Europe in respect of the transfer of factoring agreements including security from HSBC Prague branch to another (foreign) entity within the HSBC group. Preparation of boiler plate documentation for the transfer of the factoring agreements and security, preparation of amendments in respect of the assigned receivables and preparation of related documentation.
Legal assistance to SCH-PORT in negotiating financing for the purchase of 100% of shares in Chrášt'any výrobní hala a.s. Setting up the financing structure, negotiating the terms and conditions of the loan agreement, and all security documentation including subordination agreements. Settlement of the transaction and follow-up legal advice.
Representing ČSOB in a dispute with EGAP (Exportní Garanční a Pojišťovací Společnost a.s.) over the scope of insurance benefits.
Legal advisory services to ČSOB in the project of an acquisition loan granted for the purchase of 100% shares in a company operating in the sheet metal processing and rack supply business, drafting a due diligence report on the shares and other assets provided as collateral, including assessment of the validity and effectiveness of the share transfer agreements. Preparation of capacity assessments of the counterparties to the loan and security documentation.
Preparation of complex security documentation for Raiffeisenbank for the pledge of real estate in Slovakia to secure acquisition finance provided to the bank´s client which is a leading company operating in the fashion industry on the Czech, Slovak and Hungarian markets and is also the exclusive representative of premium fashion brands for these markets.
Legal advisory to Česká spořitelna on the protection of the bank´s legal risks related to M&A of the bank´s client – a manufacturing company. Drafting the Term sheet on the joint sale of shares issued by the company and assignment of the bank´s receivables towards the company. Preparation and negotiation of the agreement on the transfer of shares issued by the company and the agreement on the assignment of the bank´s receivables.
Successful representation of ČSOB in a dispute with the Ministry of Finance of the Czech Republic for the recovery of unjustified enrichment arising from a payment order based on a court decision that was later annulled. The Supreme Court of the Czech Republic has already ruled on appeals filed by our legal firm previously by annulling the judgments of the lower courts which had required ČSOB to provide compensation to the extent of approximately CZK 161 million. The dispute was subsequently resolved in June 2022 by concluding a settlement agreement, which excluded any obligation for ČSOB to make payment, and on the contrary obliged the Czech Republic to pay ČSOB sufficient to cover the bank’s considerable costs in all previous stages of the proceedings.
Legal advice to the Board of Directors of Sberbank CZ in connection with revocation of the banking license due to sanction against Russian banks. Assessment of the consequences and impacts of individual possibilities for future development, legal analysis of the impact of material bankruptcy, imminent bankruptcy, revocation of a license or formal opening of insolvency proceedings on the bank´s activities. All advice was focused on the possibility of satisfying client´s claims on the bank and making appropriate payments.
Legal advice to Max banka (previously Expobank CZ) in a complicated dispute in respect of a promissory note in the amount of approximately CZK 300 million in connection with the endorsement of a promissory note and the liability of the endorser of the note. We represented the client as a defendant against the plaintiff, a foreign company. Advisory included legal analysis of the documentation and preparation of possible procedural defence and procedural strategy including representation of the client.
Legal assistance in the complete review and drafting of changes to template factoring documentation for all types of factoring financing provided by ČSOB Factoring (recourse/non-recourse factoring,), including review and modification of related and collateral documentation. The aim of the redraft was to simplify the documentation and make it more business and user friendly for the clients of ČSOB Factoring.
Legal advisory to ČSOB in acquisition financing provided in the amount of CZK 280 million for the purchase of 100% shares in companies owning hotels in spa Františkovy Lázně. Preparation of the due diligence report on the shares and other assets provided as security, including review and opinion on validity and effectiveness of the share purchase agreements and preparation of legal capacity opinions.
Legal assistance to Česká spořitelna in the sale of its debtor´s surplus assets, including the preparation and drafting of contractual documentation and the settlement of the purchase price and post-closing advice.
Legal advisory to Česká spořitelna in the analysis of credit and security documentation of its client – a company engaged in the supply of agricultural feed. Advisory included representation of the bank in negotiations with the debtor, assistance in acceleration of the loan, realisation of pledge on commercial receivables, enforcement of a promissory note, and challenging ineffective legal acts of the debtor and persons providing security.
Legal opinion for Raiffeisenbank on the review and assessment of complete template factoring documentation.
Legal advisory services to ČSOB on due diligence of shares and other assets provided as a collateral in the acquisition finance project for the purchase of a company owning a warehouse complex in Horní Počernice. Preparation of legal capacity opinions.
Comprehensive legal advice to Česká spořitelna in the recovery of loan receivables in excess of CZK 170 million from KARA Trutnov, a.s. Legal advice and negotiations in the pre-insolvency proceedings, preparation of the bank's application for insolvency proceedings, representation of the client in the interim credit committee, organization of tenders for the sale of bank receivables, provision of data room and preparation and negotiation of transaction documentation, post-closing advice.
Legal opinion for ČSOB regarding assessment of the legal consequences arising from the reorganization of the bank´s client (a company operating in the field of investment units, services and products for energy and industry) and assessment of legal impacts of the reorganization on claims of the bank arising from financing facilities provided to the client.
Comprehensive legal advice to Česká spořitelna on the recovery of loan receivables in the amount of CZK 50 million from the bank´s client, a company operating in the field of fashion, production and sale of clothing. Representation of the bank in negotiation with the debtor on the possibility of reorganization, preparation of the insolvency application, representation in insolvency proceedings. Organization of the tender for sale of the bank´s receivables, preparation of data room for the due diligence and transaction documentation for the sale of the receivables. We also advised the bank as a secured creditor on the sale of inventories, and communicated with potential investors.
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 lawsuit with the beneficiary of the bank guarantees regarding the performance of the guarantees, non-compliant demand for payment. The proceedings ended with the firm´s success in appeal of the beneficiary to the Supreme Court of the Czech republic, which overturned the decision of the Court of Appeal, agreed with the firm´s legal opinion and rooled in favor of the bank against the beneficiary of the guarantees. The beneficiary filed complaint to the Constitutional Court which was refused.
Legal advisory to a local bank on the procedural defence against claims in connection with so-called Icelandic bonds in which the bank´s clients invested under a securities management agreement with ČSOB Asset Management. Advisory included comprehensive representation of the client throughout the proceedings initiated in 2018 including analysis of related documentation as well as the causes of the Icelandic crisis and its predictability. The claim was dismissed at the first instance and its judgment was subsequently upheld by the Court of Appeal.
Successful legal representation of ČSOB Factoring in complicated litigation pending since 2006, in which ČSOB factoring t was sued for payment of the price of assigned receivables without their collection due to the insolvency of its client who had taken out factoring financing. The final decision of the Supreme Court of the Czech Republic was crucial as it confirmed the legal quality of the factoring documentation prepared by our law firm. In execution ČSOB Factoring recovered all the legal costs incurred in connection with the litigation.
Legal advisory to ČSOB Factoring in a problematic case of factoring finance, analyzing the factoring documentation with the client. Identification of receivables in the case of advance payments and credits for assigned receivables. Assistance in recovery of assigned receivables and in the successful process of negotiating with the debtor (a major shipping and logistics service provider), who had previously refused payment. Preparation of the declaration of accession to debt and the notarial deed with direct enforceability.
Legal advisory to ČSOB Factoring in a problematic case of factoring finance analysing the factoring documentation with the client. Assistance in recovery of debt under the factoring agreement in the process of coordinated restructuring of the client's bank and factoring financing in connection with controlled divestments of the client's assets. Preparation of the restructuring documentation and notarial deed.
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. Assessment of the company's guarantee declaration, preparation and negotiation of the pledge of shares in the subsidiary and arrangement of the registration of the pledge in the Commercial Register. Execution of the legal capacity opinions and opinions on validity and enforceability of the provided security.
Legal advisory to ČSOB in the acquisition finance project provided in the amount of CZK 70 million for the purchase of 100% share in a company operating on the electricity market - supplying electricity to households and companies throughout the Czech Republic. Preparation of the due diligence report on the shares and other assets provided as security including review and opinion on the validity and effectiveness of the share purchase agreement. Preparation of legal capacity opinions.
Legal advice to ČSOB Factoring on modifications to the boilerplate factoring documentation in connection with measures taken in connection with the coronavirus epidemic, transition of standard financing to Cash Advance Factoring.
Legal assistance to a local bank and members of the Bank's Board of Directors in the CNB´s supervision inspection.
Legal advice to ČSOB in new acquisition financing project 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 pledge of the real estate which serves as the security for the financing, including an assessment of lease terms.
Comprehensive legal assistance to a local bank in arranging a new CZK 15 billion 15-year covered bond programme. Our advice included drafting the entire bond documentation together with the base prospectus, representing 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 advisory services to ČSOB Factoring - preparation and negotiation of factoring documentation in excess of CZK 100 million for financing receivables of municipalities and transport companies in connection with parking and public transport.
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, exercise of rights under the bills of exchange.
Legal advisory and representation of the local bank in due diligence process of the retail and corporate portfolio of a bank, including employees and IT systems, for the purpose of acquisition. Advisory included execution of the due diligence report, preparation of a summary of regulatory approvals needed for the acquisition, assessment of legal options for the transaction (asset deal, contribution deal) and answers to legal questions on issues connected to the acquisition.
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 standstill agreement concluded between the borrower and all financing banks and including the revision of credit and collateral documentation.
Legal advice to ČSOB in acquisition financing provided for the purchase of a 100% share in a company operating in the sector of earthworks and construction of agricultural and civil constructions, preparation of the due diligence report of the shares and other assets provided as security, assessment of the share purchase agreement, execution of the legal 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, exercise of rights under the 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.
Preparation of a legal opinion for a major mortgage bank on the assessment of an economically connected group of the bank´s 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 for expansion 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 the real estate.
Legal assistance to a group of companies operating in 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 legal capacity opinions for parties entering into the loan and the security documentation.
Preparation of a legal opinion for Sberbank CZ 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.
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 share purchase agreement, legal 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).
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 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.
Legal advisory to a Czech small-scale payment service provider 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 Continental Europe 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 assistance in 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). Advisory to 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.

Important clients