Association for Foreign Investment

Weinhold Legal

Business

Weinhold Legal was established in 1996 and currently boasts a team of more than fifty Czech, Slovak and foreign lawyers bringing together international know-how and detailed knowledge of the local environment. Led by a dynamic team of locally qualified attorneys and foreign qualified attorneys with Czech accreditation, Weinhold Legal prides itself on providing top quality practical legal advice based on an intimate knowledge of the local business environment combined with international perspective.

Weinhold Legal’s position at the top of the Czech legal market has been proven in the first year of the competition “Law Firm of the Year 2008“. The firm has been awarded the accolade "Law Firm of the Year 2008" in the Competition Law  category, in the first year of the competition organised by the publisher epravo.cz, under the auspices of the Czech Bar Association, a competition in which forty five leading law firms were polled as the basis for the awards. In addition, Weinhold Legal was short-listed in the majority of the categories, being a runner up also in Corporate Law, Real Estate/Development, Mergers & Acquisitions and Labour Law. This made Weinhold Legal the most frequently nominated law firm in the competition.

Weinhold Legal has been ranked in the annual publication Book of Lists as one of the largest international law firms on the market today and has achieved an impressive rank in the leading law firm directories such as   Legal 500, Chambers and Partners, PLC Which Lawyer?, IFLR, etc.

Weinhold Legal team members actively contribute to new legislation, particularly in commercial and financial services law, and sit on the most influential organizations operating in the capital markets sector. Our lawyers are authors of numerous publications, lecture at law faculties, and are regularly present at professional conferences and workshops.

Services Offered

Banking and Finance - Weinhold Legal clients in the financial and insurance services sector include both the largest Czech banks and significant foreign financial institutions. We have also been providing our services to other large investors in the financial sector.

Mergers & Acquisitions - In the Czech and Slovak Republics, we are working for more than 100 leading local and international companies. Weinhold Legal has extensive experience in advising on acquisitions and disposals. In the Czech and Slovak Republics, we are working for more than 100 leading local and international companies. Weinhold Legal has extensive experience in advising on acquisitions and disposals.

Company Law - Weinhold Legal has extensive experience in the provision of legal services to major foreign and domestic companies related to mergers (including take-over of assets and liabilities), de-mergers, transformations (i.e., change of the legal form) and other corporate matters, such as increases and/or decreases of registered capital, delisting of publicly tradable shares, mandatory buy-outs, etc. In addition, Weinhold Legal regularly provides legal services related to the establishment of business operations in the Czech Republic.

E-commerce - In 2001, the lawyers of Weinhold Legal co-authored the pioneering internet-law handbook "Legal and Tax Aspects of E-business" published by Linde Publishing. In this work they share their practical experience which they provide to internet traders and banks.

Intellectual Property and Information Technology - Weinhold Legal has assisted in a number of large acquisitions of internet and telecommunication service providers by international and Czech companies. Other major telecommunications and IT businesses active in the Czech Republic benefit from our day-to-day legal support, ranging from the usual corporate, commercial and intellectual property issues to highly specialised advice in various industry-specific areas provided by our expert IP/IT law department. Our scope of expertise includes copyrights, trademarks, personal data protection and also patents.

Labour Law - Weinhold Legal has extensive experience in advising on labour law in the Czech and Slovak Republics, where we are working for leading local and international companies. Our work in this area includes: General labour law advisory services, Remuneration policies & Share Plans, International matters, Trade unions and work councils, Dismissals, and Litigation.

Competition law - Weinhold Legal's competition lawyers have a wide range of experience in competition issues. We have successfully represented a large number of international and Czech companies in proceedings before the Anti-Monopoly Office resulting in important concentration clearances for our clients.

Real Estate - In the Czech and Slovak Republics, we provide comprehensive real estate services to leading local and international companies and have extensive experience in real estate law.

Public and Private Tenders - Both Czech and international clients as well as the representatives of the Czech state appreciate the wide range of legal advice provided by Weinhold Legal in the area of public procurement. We have assisted in a number of large projects.

Representation in Court, Administrative, and Arbitration Proceedings - Weinhold Legal has successfully represented a large number of international and Czech companies in proceedings before courts and arbitration bodies.

Representatives

Partners:

JUDr. Daniel Weinhold, Ph.D. (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association and the Slovak Bar Association)

Pav Younis (English solicitor, also registered on the List of Attorneys kept by the Czech Bar Association)

JUDr. Thilo Hoffmann (German advocate, also registered on the List of Attorneys kept by the Czech Bar Association)

Mgr. Milan Polák (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association and arbitrator with the Arbitration Court of the Economic and Agricultural Chamber of the Czech Republic)

Mgr. Ivan Sagál (qualified attorney at law and registered on the List of Attorneys kept by the Czech Bar Association)

Other chief attorneys at law:

Mgr. Tomáš Čermák (qualified attorney at law, registered on the List of Attorneys kept by the Czech and Slovak Bar Associations)

JUDr. Beatrix Denárová (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

Mgr. David Emr (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

Mgr. Věra Filkuková (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

JUDr. Ing. Ondřej Havránek (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

Mgr. Pavel Jendrulek (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

Mgr. Dušan Kmoch (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

JUDr. Róbert Kováčik (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

JUDr. Rastislav Kuklis (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

Mgr. Ing. Martin Lukáš (qualified attorney at law, registered on the List of Attorneys kept by the Czech Bar Association)

Selected credentials

Weinhold Legal rendered its services in various areas and was involved, among others, in the following major projects:

Drinks Union - Weinhold Legal provided complex legal services to the vendor, including assistance in organisation of bidding procedure, negotiation assistance, drafting and commenting on the Czech and English law governed transaction documentation and related advice, on the sale to Heineken of Drinks Union, one of the largest Czech brewery groups including four breweries located in North and East Bohemia (two in Ústí nad Labem, and one in Louny and Kutná Hora), with a total beer production capacity of nearly 1 million hectolitres, more than 500 employees, turnover exceeding a billion CZK and the brand portfolio consisting of the national brand Zlatopramen and the regional brands Březňák, Louny, Lorec, Jarošov, Pivrnec and Dačický brands. Our services also included a split-off of the third largest Czech liquor production business from the beer business into a newly created subsidiary Granette.

Ashok Leyland - Weinhold Legal provided comprehensive legal services to the Ashok Leyland, the second largest Indian truck producer, in respect of its acquisition of the entire truck production business of AVIA, a traditional (est.1919) Czech truck producer. The legal services included initial advice on structuring of the transaction, due diligence, extensive negotiation and finalisation of the transaction documentation, advice on various corporate law, labour law, intellectual property etc. issues.

Ministry of Defence of the Czech Republic - Weinhold Legal was selected in 2004 to advise the Ministry of Defence on the lease of 14 Gripen supersonic fighters including offset programs. Our teams drafted and negotiated two significant contracts - a lease agreement with the Swedish state (value nearly 20 billion CZK/750 mil. USD) and an offset agreement with Gripen International (value nearly 25 billion CZK/960 mil. USD). This project followed the previous selection of Weinhold Legal by the Czech government to advise on the planned purchase of 24 Gripen supersonic fighters in 2002. The planned deal involved the purchase, from the British-Swedish consortium of BAE Systems/SAAB, of JAS-39 Gripen fighters, with the first anticipated delivery by 2004. The nominal purchase price was estimated at 52.5 billion Czech Crowns approximately USD 1.54 billion), and the value of offset programs should have reached 78 billion Czech crowns (approximately USD 2.3 billion). We were also engaged by the Ministry of Defence in other projects, such as modernisation of tanks T72, refinancing of  L195 combat fighters, personnel carriers tender, complex legal services in connection with the Follow-On Support Service Agreement concluded prior to privatisation of Aero Vodochody.

Enel - Weinhold Legal provided comprehensive legal services to the winning bidder in the Slovak Republic's largest privatisation project (the offered price exceeded 840 million EUR) with respect to Slovenské elektrárne (the Slovak dominant electricity producer), including due diligence and assistance in negotiations with the Slovak government.

Ministry of Finance – This firm was selected for demanding and prestigious tasks to defend the state against claims amounting in total to billions of Czech crowns.
Weinhold Legal has been chosen to represent the Czech state in the arbitration case launched against the Czech Republic by Eastern Sugar B.V., the mother company of one of the largest sugar producers, based on the Czech-Dutch treaty on investment protection.
Weinhold Legal was chosen to represent the Czech state in the arbitration cases initiated against the Czech Republic by ZIPimex/Nreka based on the Czech-Croatian treaty on investment protection. Weinhold Legal was also chosen to represent the Czech state in the arbitration case initiated by R.J. Binder based on the Czech-German treaty on investment protection.

NedRailways - Weinhold Legal has provided complex legal services to NedRailways with regards to the acquisition of a leading public transport provider. The legal services rendered included a complex due diligence report made of four companies and assistance with negotiations and the closing transaction documentation.

Česká pošta (Czech Post) – Weinhold Legal provided complex legal services to Česká pošta (Czech Post) in negotiations with the ČSOB bank (KBC group) relating to a contractual arrangement which should form basis for operations of the largest retail banking network (over 1.3 million customers) in the years 2006-2017 – Poštovní sporitelna (Post Savings Bank); the exclusive negotiations have been based on special government decrees. The contract with ČSOB could be worth up to 17 billion CZK (580 million EUR) to Česká pošta. We also advised on a long term contract with Česká pojišťovna.

Iberdrola and Enel - Weinhold Legal provided comprehensive legal services to an international consortium, one of three short-listed bidders, in the Czech Republic's most ambitious privatisation project (the offered price exceeded 4 billion EUR) with respect to the Czech electricity sector, including due diligence on the dominant producer of electricity, operator of the transmission grid and 6 regional distribution companies.

Sokolovská těžební - Weinhold Legal rendered complex legal services to a management buy-out team as a winning bidder in the privatisation of Sokolovská uhelná, one of the three largest brown coal mining companies. The purchase price exceeded 2.6 billion CZK. Our work included legal due diligence, negotiations with the National Property Fund regarding the wording of the share purchase agreement submitted with the bid, assistance with the bid submission, etc.

Allied Irish Banks - Weinhold Legal provides full legal services to Allied Irish Banks, plc concerning its real estate lending operations in the Czech Republic, including transaction analysis and structuring and advising on and implementing lending security, including providing re-financing to Red Group for its hotel development in Prague 2 and full funding of an investment acquisition in Brno and financing of an acquisition by Realtia, a new Czech retail real estate fund, of a major development in Prague 5.

Red Group - Since 2003, Weinhold Legal has provided complete legal services to Red Group, a long established and leading real estate developer, on a large number of commercial real estate acquisitions and disposals in the Czech Republic, including due diligences, structuring, acquisition contracts and post-acquisition assistance and assistance with financing transactions. From 2005-2006, Weinhold Legal assisted Red Group in its acquisition and subsequent re-organisation of Walter a.s., an industrial group in Prague including an important aviation engine business. The re-organisation included disposals of the on-going businesses and preparation of the site owned by Walter for a major mixed-use re-development.
Weinhold Legal acted for Red Group in the landmark lease by Red Group of 2000 m2 of office space in its prestigious mixed-use development in Ostrava to HSBC plc. We provided full legal services in this project and HSBC plc occupied the space for its CEE call centre headquarters in October 2007.

Red Group/Orchard hotel - Weinhold Legal acted as the legal advisor of a project company (a member of Red Group) in connection with project financing for the construction of a hotel provided by one of leading the Czech banks in Ostrava, including transaction structuring and negotiations, review of the loan agreement and security documents and legal services related to the satisfaction of conditions precedent and subordination of additional financing provided by a foreign bank and shareholder of the project company.

Red Group/Orchard Office - Weinhold Legal acted as the legal advisor of a project company (a member of Red Group) in connection with project financing for construction of a major office development in Ostrava provided by one of the leading Czech banks. In particular, legal services included transaction structuring and negotiations, review of the loan agreement and security documents and legal services related to the satisfaction of conditions precedent and subordination of additional financing provided by a foreign bank and shareholders of the project company.

Red Group/Hermitage Holdings - Weinhold Legal acted as the legal advisor of a project company (a member of Red Group) in connection with project financing for the refurbishment, construction and development of a hotel and repayment of existing loans granted to the project company. In particular, legal services included transaction structuring and negotiations, review of the loan agreement and security documents and legal services related to the fulfilment of conditions precedent and subordination of additional financing provided by shareholders of the project company.

Siemens - We assisted the Siemens group in a prominent outsourcing project in the telecoms business, including, among others, the transfer of several thousand employees. We were, among others, involved in complex questions of corporate and collective labour law and assisted in negotiations. Moreover, we assisted Siemens in a considerable number of acquisition projects (share deals and asset deals).

Vivendi Water - Weinhold Legal together with French colleagues advised Vivendi Water (now Veolia Water) and subsequently the consortium of Vivendi Water and Anglian Water in its successful bid for the privatisation of Prague Water and Sewerage. Our assistance covered all legal aspects of the project including: planning, structuring/strategy, due diligence, negotiations, bid preparation and submission (the offered price exceeded 6 billion CZK). Weinhold Legal assisted Vivendi Water in its outsourcing projects with Slovak Industrial Companies.

Erste Bank - Our law firm provided comprehensive advisory services in many projects in acquisition finance and financial restructuring, including drafting loan documentation and security documentation according to the English, American and Czech law, transaction structuring and negotiations.

Česká spořitelna - Weinhold Legal provided Česká spořitelna with legal services related to the establishment of a 10-Year Bond Issue Programme in the maximum amount of CZK 10 mld. in outstanding bonds, and maturity of any single issue of up to 10 years. We also provided legal assistance to the company Česká spořitelna, a.s. relating to the fifth issue of mortgage bonds, with a 3.6% p.a. fixed yield and a projected face value totalling CZK 700m due in 2009. Those bonds are issued as part of the Company's 10-year Mortgage Bonds Debt Issuance Programme totalling CZK 10 billion with 15-year maturity applicable to any bonds issue performed within the above Programme. This has been the first issue under this Programme performed pursuant to the new capital markets legislation effective from 1 May 2004.

Grandi Stazioni - Weinhold Legal advised Grandi Stazioni on various aspects of our client's successful participation in a tender for revitalization of three railway stations - the Main Railway Station in Prague and stations in Karlovy Vary and Mariánské lázneˇ. Grandi Stazioni will reconstruct and commercially use the railway stations for the period of 30 years. The total investment should exceed 25 mil. EUR. Our assistance included advice related to participation in the tender procedure and presentation of the bid and preparation and long term negotiation of the lease agreements covering also reconstruction of the railway stations; we also advised on the EBRD equity entrance to the project.

Agrofert - Our law firm provided in 2002 full legal services to the winning bidder in the privatisation of Unipetrol - a holding company controlling the major Czech refineries, petrol stations networks and chemical companies - including legal due diligence, structuring, consortium negotiations (the offered price exceeded 360 million EUR); the purchase contract was later terminated due to a change in circumstances.

Obrascón Huarte Lain - Our law firm represented Obrascón Huarte Lain, S.A. (OHL) in its acquisition of two publicly listed Czech companies, ŽS Brno, a.s., a leading construction firm specializing in railway corridors and transportation infrastructure, and Železniční průmyslová stavební výroba Uherský Ostroh a.s., the dominant producer of concrete sleepers. Our engagement consisted of drafting and negotiating the pre-acquisition contractual documentation, legal due diligence on the group, including its subsidiaries in Slovakia, negotiating, drafting and finalizing the acquisition documents, including shareholder agreement and option contracts, filing for and obtaining anti-trust approval in the Czech Republic and Slovakia, corporate and structuring support, and advising on the settlement of the transaction and following compulsory take-over bids.

CME (ČNTS) - In relation to TV Nova's operations, Weinhold Legal provided comprehensive legal advice and opinions on various aspects of the television broadcasting business in the Czech Republic, including a detailed review of contractual arrangements and proposed restructuring of operations. Subsequent work included negotiations, litigation and litigation support regarding various claims by our client. We also handled over 360 trademark files and represented the client in a large number of related disputes.

FKI plc - Weinhold Legal assisted FKI plc in a complex acquisition of specified assets of Škoda Plzeň, a major Czech industrial conglomerate. We advised on all aspects of the acquisition, including due diligence and negotiations with a number of parties, including banks and the National Property Fund of the Czech Republic.

Spar - We assisted the Spar group in a complex restructuring of its Czech activities, including a transfer of business with several hundreds of employees, of real estate, of ownership interest in subsidiaries as well as capital increase and decreases. We specifically advised on corporate matters and drafted the complete transaction documentation.

CGEA/Connex - Weinhold Legal advised CGEA/Connex, part of Vivendi Environmental on a number of acquisitions and privatisations in the Czech Republic and Slovakia in the public transport sector relating to regional and municipal transport companies. We assisted with all legal aspects of the transactions including: structuring, due diligence, negotiations, closing, post-closing restructuring, and ongoing assistance in monitoring the investments.
Other information

Weinhold Legal has except for the Headquarters also a branch office in Slovakia.

Weinhold Legal, v.o.s., branch office, Bratislava
Astoria Palace
Hodžovo nám. 1A
811 06 Bratislava
Slovak Republic
Tel: +421 2 33 221 100
Fax: +421 2 33 221 122
e-mail: wlsk@weinholdlegal.com
www.weinholdlegal.com