Kolárová Legal - legal solutions for companies, shareholders and private clients

For more than 20 years, we have successfully guided clients through strategic transactions and key corporate decisions. We advise on acquisitions and disposals, joint ventures, transformations, restructurings and transfers of businesses. We design transaction structures, carry out due diligence and, with a high degree of personal involvement, manage the entire process from the initial setup through negotiation of documentation to completion. We have extensive experience with domestic and cross-border projects, including transactions in the billions of euros.

Our advice combines top-tier legal expertise, commercial judgment and precise project management. The team consists of attorneys with experience from leading law firms and the Big 4, who are able not only to grasp complex transactions from a legal perspective but also to effectively bring them to a successful conclusion. On tax and wider structuring matters, we work closely with recognised tax advisers with exceptionally strong experience in large domestic and international transactions.

Our references:

• Legal advice to the PRAGORENT qualified investor fund on the acquisition of the Řepy Shopping Center.
• The spin-off and merger of one of Europe’s largest e-commerce groups, valued at several billion euros.
• Comprehensive legal advice to a major Czech jewelry company on the acquisition of the renowned Czech jewelry retailer Halada.
• Legal advice to a leading manufacturer of hospital beds on the acquisition of a manufacturer of gynecological beds.

We provide comprehensive corporate advisory services—ranging from setting up holding structures, corporate governance, and representation at general meetings, to managing relationships among shareholders, resolving sensitive disputes between shareholders, and designing incentive programs for employees and management (ESOP). Our practice also includes advising associations and foundations, including their establishment.

We provide top-tier legal advice in the area of contract and obligations law for discerning business clients, investors, and companies operating in complex or regulated business environments. We draft, review, and negotiate contractual documentation for transactions, shareholder relationships, supply chains, investment and real estate projects, and companies’ strategic operational agendas, with a full understanding of the business context of each assignment. We can also prepare comprehensive terms and conditions for your e-shop or any other business. When drafting contracts, we draw on our detailed knowledge of the client’s business and take into account legal, tax, economic, and sector-specific contexts - without integrating these elements, the documentation cannot be structured accurately, securely, and effectively. We draw on the experience of senior attorneys with backgrounds at leading law firms and an interdisciplinary approach that enables us to provide solutions that meet the high demands of modern business.

We understand compliance as an integral part of good corporate governance, not merely as a reaction to legislative pressure. Properly designed compliance programs - as a set of internal rules, procedures, and control mechanisms - are not merely an empty set of rules and regulations; they can significantly contribute to limiting or eliminating a legal entity’s criminal liability for the criminal activities of individuals whose conduct may be directly attributable to the company (employees and company representatives) and may lead to severe penalties and business suspensions. We emphasize ensuring that the adopted rules correspond to the actual functioning of the company and stand up not only legally but also in daily practice, thereby strengthening the company’s good reputation and fostering a positive perception of the work environment.

Within compliance programs across various business sectors, we thus focus on addressing criminal liability of legal entities (TOPO), corrupt conduct, labor law including harassment and discrimination, personal data protection (GDPR), cybersecurity, environmental protection, the use of AI systems, and more.

We represent clients in civil, administrative, and tax proceedings, where success depends not only on the quality of legal arguments, but also on the right strategy, timing, and negotiation skills. We analyze each case within a broader context and, in addition to legal issues, we also consider the business, reputational, and personal implications of the dispute, as these often determine which course of action is truly most effective for the client. We always strive first and foremost for an effective out-of-court settlement. Our team combines pragmatic litigators with a strategic approach and modern negotiation principles, enabling us to guide clients through both hard-fought conflicts and sensitive situations where the goal is to reach an agreement without unnecessary escalation. We represent companies, partners, and individuals, including in media-sensitive and reputation-critical cases, and we always seek solutions that stand up legally, strategically, and commercially.

We see criminal law in the business environment not in isolation, but as an area where legal liability, corporate operations, the position of management, and the client’s reputation all intersect. We represent companies, statutory bodies, and individuals in defense proceedings, when filing criminal complaints, in internal investigations, and in cases involving criminal liability of legal entities, compliance, interference with company assets, or suspected misconduct within the company. We also assist clients proactively - by establishing internal rules, control mechanisms, and compliance programs, which today represent a key factor in assessing the criminal liability of legal entities and the potential consequences of criminal prosecution. We approach every matter strategically, discreetly, and with the full understanding that in these situations, it is often not only the legal strength of the argument that is decisive, but also proper timing, a negotiation-oriented approach, and the ability to protect the client within the broader context of their business.

We provide comprehensive legal advice to investors, developers, construction companies, funds, and real estate agencies in the areas of real estate, development projects, and construction. We assist clients with real estate acquisitions and sales, throughout the construction process and permitting procedures, and represent them in administrative proceedings. We provide major developers with day-to-day legal support for their business operations, including handling complex claims processes and enforcing claims arising from construction contracts or other construction-related disputes. We prepare all contractual documentation, ranging from contracts for work and subcontracting agreements to lease agreements, purchase agreements, and financial documentation. We emphasize legal precision and business-effective solutions.

We provide comprehensive labour law advice to employers, management, HR teams, and individuals in situations that require legal certainty, strategic judgment, and sensitive guidance. In addition to drafting labor law documentation, internal regulations, whistleblowing policies, and employee incentive programs - particularly stock option, equity, and stock ownership plans (ESOP) - we also handle complex labor law cases with significant personal, operational, or reputational implications. We also focus on compliance issues related to AI-driven automation of labor law processes. We provide advice regarding transparent compensation, illegal employment, and other labor law obligations. We represent clients in both internally sensitive and high-profile disputes, where a combination of expertise, discretion, and a compelling litigation strategy is crucial.

Innovation moves the world forward. We’re not stuck in the past either. We’re already helping clients who build their businesses on AI, digitization, and automation. Whether it’s entirely new, innovative, and bold projects or the automation of production and warehouses using AI. If you are an investor, a company, or an innovative businessman and visionary, we would be happy to provide you with legal support. We assist clients both in implementing AI into production, process management, internal systems, and customer products, as well as in building new technological platforms, investment structures, and business models based on AI, data, or digital assets. We help them navigate regulatory and compliance requirements, properly establish liability and contractual relationships, and translate the legal framework into the practical operation of their business. In an environment where technology evolves faster than the market and regulations, we emphasize practical solutions, cross-disciplinary overlap, and the ability to translate new legal issues into a comprehensible and securely manageable business framework.

In the context of new and innovative fields, issues related to intellectual property, GDPR, cybersecurity, and IT law always arise. For these specific areas, we have long-standing partnerships with senior external attorneys who are specialists in their fields.

Typical moments when it makes sense to think strategically about shareholder arrangements:

• You are joining an existing company as a partner—an investor—or you are co-founding a new company
• You are a partner in a company (regardless of the size of your stake) where the partners also serve as its managing directors
• You are partners in a company that you plan to sell in the near future
• you are gradually beginning to disagree with another partner, but you are still able to agree on a number of things
• a partner has become too passive, but you want to continue actively developing the company and adding new business ideas
• you have a difficult business partner who exhibits narcissistic, manipulative, sociopathic, or psychopathic tendencies, or is simply excessively confrontational in many situations; they do not share your ethical and moral principles, and you are beginning to struggle to function within the company, and the situation is already weighing on you

Prevention is always the most important and cost-effective approach. Well-established relationships among shareholders determine whether a company can handle growth, the entry of an investor, a generational transition, or the first serious disagreement without major disruptions. We therefore assist clients as early as the company formation stage, when a new investor joins, or during the restructuring of existing relationship arrangements—at a time when there is generally still consensus among the partners regarding the company’s overall operations.

We draft and review founding documents, establish shareholders’ agreements, and help set the rules for the company’s operation so that they match the specific business, the distribution of roles, and the expectations of the individual parties. This process typically includes provisions regarding voting rights, share transfer mechanisms, exit strategies, option rights, rules for company financing, decision-making on key issues, and procedures for resolving deadlock situations.

The goal is to establish a functional framework that helps prevent disputes, limits the scope for future conflict, and at the same time offers practical mechanisms in the event that the partners’ interests diverge over time.

In addition to preventive measures, we also focus intensively on situations where a dispute between shareholders has already arisen. Typically, these involve cases where partners disagree, one of them stops actively working for the company, trust between the founders is lost, the company begins to show an unexpected decline in profitability despite the same or higher revenue, or there is suspicion of asset stripping, non-standard transactions, invoicing through related parties, or other conduct contrary to the company’s interests.

In these situations, we help clients quickly assess the actual state of affairs, evaluate the legal, commercial, and tax implications, and choose a strategy that aligns with their position and objectives. Sometimes the priority is to stabilize the situation and create room for an agreement; at other times, it is necessary to prepare a decisive procedural or corporate course of action that will protect the client’s investment, position within the company, or access to information and assets.

We represent clients in complex negotiations among shareholders, in the preparation and conduct of existing disputes, and in the enforcement of claims related to breaches of duty by executives or shareholders. We also assist in situations involving the exercise of shareholder rights, access to information, challenging resolutions of corporate bodies, the liability of members of statutory bodies, or protection against conduct that harms the company or other shareholders.

Disputes between shareholders rarely depend solely on the law. It is often necessary to understand financial flows, tax implications, the company’s internal processes, and the motivations of the individual parties involved. That is why we take a multidisciplinary approach to these matters and, as needed, engage tax advisors, financial experts, investigative support, and other specialists. This allows us to assess whether certain transactions are standard or represent a non-standard diversion of assets or profits from the company, and to tailor our approach accordingly.

We approach each case with the understanding that formal disputes are often driven by broader power, personal, or business dynamics. Therefore, we do not just address individual legal issues, but seek solutions that hold up within the broader context of the company’s operations, relationships among shareholders, and the future development of the business.

We primarily assist in situations where it is necessary to:

• establish or restructure relationships among shareholders,
• draft or negotiate a shareholders’ agreement and, in conjunction with this, amend and supplement the articles of incorporation,
• establish mechanisms for an investor’s entry, a partner’s exit, or the transfer of the company,
• resolve deadlock situations and decision-making blockages,
• investigate suspicions of asset stripping or non-standard transactions,
• protect the rights of a minority partner or investor,
• negotiate a partner’s departure or the restructuring of internal company relationships,
• pursue corporate, civil, or related criminal legal actions where necessary.

Safe business is not just an empty slogan; it provides a framework for structuring relationships within a company in such a way that systemic risks threatening the entire business are separated from the company’s core assets. At the start of a business, a single company was sufficient, but as business ideas multiply and the company grows, risks vary significantly across different business segments, financing through loans from shareholders as individuals becomes complicated from an accounting, legal, and liability perspective, and the assets accumulated within the company are significantly more at risk from creditors, litigation, or administrative sanctions.

In such cases, a holding structure may be appropriate. It helps separate operational risks from key assets, clarify relationships between individual companies, and create a stronger foundation for further business development. In practice, it demonstrably increases the value of the company, helps better manage capital within the group, and prepares the business for an investor’s entry, the sale of part of the business, or an intergenerational transfer.

We assist in designing, establishing, and restructuring holding structures. We address the division of roles among individual companies, the establishment of intra-group relationships, the protection of strategic assets, management rules, and the connection to financing, investments, and tax implications. We are not concerned with a formal structure on paper, but with a structure that corresponds to the actual functioning of the business and supports its continued stability, growth, and flexibility.

A trust is a suitable tool when the goal is the long-term protection and accumulation of assets, their stable management, and the careful transfer of assets between generations or the careful distribution of assets and rights to them among various individuals. It allows for the separation of selected assets from personal ownership and the establishment of rules for their management, control, and distribution in a manner that aligns with the specific needs of the trust founder and their family. A trust helps accumulate wealth for current and future generations and creates space for comprehensive and complete protection of family assets against external influences, while also establishing a unique incentive system for individual family members or beneficiaries in general.

A trust fund can be a suitable solution, for example, when it is necessary to prevent the fragmentation of assets among heirs, ensure continuity of management after the settlor’s death or incapacity, protect assets from reckless disposal, or establish rules for gradual and controlled distribution in favor of selected individuals.

Property disputes have long been at the top of the list of issues capable of stealing family harmony and completely destroying relationships. A trust can regulate and limit these risky situations.

We assist with the establishment of trusts (and family foundations), the preparation of statutes, the definition of the roles of the trustee, beneficiaries, and control mechanisms, and the overall integration of the trust into the rest of your asset structure and business.

Property protection often extends beyond the holding structure or trust (or family foundation) itself. It is equally important to consider broader family and asset-related issues, particularly the rules for business succession, the division of roles within the family, the implications of inheritance, matters of marital property, and protection against the undesirable fragmentation of assets among multiple individuals.

We therefore assist clients in establishing asset structures within the broader context of their family and business circumstances. We address succession planning, family agreements, family asset management, and the legal and tax aspects of asset transfer so that the structure protects the value of the assets in the long term, maintains control over their management, and prevents future disputes or ambiguities. And even if your situation is not yet ready for a holding structure or a trust, the law still provides you with ways to protect family values effectively and meaningfully while limiting risks.