In this practice
We understand the complexity of modern commercial relationships and help our clients structure, conclude and manage every aspect of their business with legal certainty and a strategic advantage.
Advice on Commercial Transactions
Our services in the field of commercial transactions include:
- Negotiating and drafting specific commercial agreements, such as distribution, franchise, agency and licence agreements;
- Advising on international commercial transactions, including compliance with international trade practice and Incoterms;
- Analysing and assessing the risks involved in high-value commercial contracts and transactions.
Arbitration and Commercial Disputes
We have extensive experience in resolving:
- Arbitration proceedings before domestic and international arbitral institutions;
- Commercial disputes concerning breach of contract, contractual penalties and damages;
- Matters involving intellectual and industrial property and unfair competition.
Competition Law and Regulatory Matters
We provide specialised assistance with:
- Advice on the application of the Protection of Competition Act and the prevention of anti-competitive practices;
- Representation before the Commission for Protection of Competition in merger control proceedings;
- Advice on the regulatory aspects of advertising, trade marks and consumer protection.
Insolvency Proceedings
We assist at every stage of insolvency proceedings, including:
- Protecting creditors' interests throughout the proceedings;
- Challenging transactions that are detrimental to the insolvency estate;
- Advising on restructuring procedures and the liquidation of companies.
Our aim is to offer you in-depth knowledge and practical solutions tailored to the needs and specifics of your business, securing long-term success and protection against legal risk.
Frequently asked questions
How does a special pledge differ from an ordinary (possessory) pledge?
Under an ordinary pledge, the pledged item must be handed over to the creditor for the contract to be valid. Under a special pledge, the assets remain with the pledgor, who may continue to use them in its business, and the pledge becomes effective against third parties upon registration in a dedicated public register.
What can be the subject of a special pledge agreement?
A special pledge may cover movable assets, machinery and equipment, receivables, company shares, rights in patents and trade marks, a commercial enterprise as a whole, and future or generically defined assets.
What is the difference between a sole trader (ET) and a single-member limited liability company (EOOD)?
A sole trader is not a separate legal entity from the individual, so the owner is liable for its debts with all of his or her personal assets. An EOOD is a separate legal entity, and the owner's liability is limited to the share capital. For tax purposes, a sole trader pays 15% tax on the annual taxable income from the business (Art. 48(2) of the Personal Income Taxes Act), whereas an EOOD pays 10% corporate tax plus tax on distributed dividends.
What is a procura and what powers does a procurator have?
A procura is a special form of commercial power of attorney (Arts. 21–23 of the Commerce Act) by which a trader authorises an individual to manage its business. The procurator may perform all acts and transactions relating to the business and represent the trader before third parties, but may not dispose of or encumber the trader's real estate without express authority. The procura is granted with notarised signatures and must be entered in the Commercial Register.
What happens to a sole trader's debts when the business is transferred?
A commercial enterprise may be transferred as a whole, as a set of rights, obligations and factual relationships, by a written agreement with notarised signatures (Art. 15 of the Commerce Act). Unless otherwise agreed with the creditors, the transferor and the transferee are jointly and severally liable for the debts relating to the enterprise up to the value of the rights received. Under Art. 16a of the Commerce Act, the transferee must manage the acquired enterprise separately for six months after the transfer, as an additional safeguard for the transferor's creditors.
