Corporate Law

GENERAL CORPORATE ADVICE

The Firm offers legal assistance and counseling to large local enterprises - established by multinational companies or traditional Hungarian privatized corporations owned by large local investors - in connection with all corporate matters.

Among other things, the Firm carries out the:

- preparation of all corporate foundation documents;
- preparation of quota or share purchase agreements for the acquisition of a shareholding interest in a corporation;
- syndicate agreements;
- by-laws for organizational and operational rules. (Board of Directors, Supervisory Board, etc.);
- preparation of draft resolutions and minutes for corporate meetings (i.e., shareholders meetings, Board of Directors and Supervisory Board meetings, etc.) as well as related documents; and
- in connection with the above, preparation of documentation for reporting to the Court of Registration, State Supervision of Financial Organizations, and KELER (as the central registry of shares).

MERGERS AND ACQUISITIONS PRIVATIZATIONS

The Firm has vast experience with mergers and acquisitions on the basis of the client's position (whether purchaser, seller, or the target).

Our legal assistance tasks include, on the basis of the client's position:

- the conducting of full legal due diligences of target companies;
- the revision of formal and legal compliance documents related to (privatization) bids or tender proposals with respect to the applicable tender rules;
- drafting and negotiation of letters of intent;
- drafting and negotiation of shareholders' agreements and share purchase agreements; and
- preparation of other related corporate documents.

The Firm has acted as counsel to foreign investors in the successful privatization of several major Hungarian enterprises, including Hungary's leading printing and packaging companies, a leading Hungarian engineering company, Hungary's largest alcohol and spirits producer, a major food-processing company and companies engaged in regional electricity and gas distribution.

Additionally, the Firm regularly represents multinational companies in the course of their acquisition of Hungarian companies or the selling of Hungarian subsidiaries, including a major foreign hardware manufacturing and trading company, a pharmaceutical research institute and production company, a security equipment trading company, and a pet and animal food trading company.

CORPORATE FINANCE LEGAL CONSULTANCY

The Firm regularly represents Hungarian borrowers or international organizations (i.e., the EBRD) or investment banks in connection with sophisticated loan or other types of financing. Among other things, the Firm assists borrowers with the negotiation and finalization of project loans, the implementation of equity participation by lending organizations, the negotiation and drafting of credit and collateral agreements, the structuring of complex financing, i.e., private placements, bond issues, loan financing transactions or a combination of these, and in case of foreign loans, the obtaining of the approval from the National Bank.

We act as consultant on a regular basis to a leading newspaper and other printing production holding companies in connection with the obtaining of foreign loans and equity placements by foreign institutional investors for the purposes of further investments in the subsidiaries of the holding company.

CORPORATE RESTRUCTURING

The Firm has advised on a number of companies undergoing restructuring. In connection with such mandates, our tasks included:

- analysis of legal issues during the course of negotiating the contemplated legal structure of the transformation/restructuring; preparation of the draft resolutions of the equity owners on the restructuring of their enterprise;
- preparation of the merger or split-off (demerger) agreements; reporting of corporate changes to the Court of Registration, State Supervision of Financial Organizations or KELER.

The Firm recently advised the Hungarian subsidiary of an international hypermarket chain in the course of the restructuring of the company and spin-off of the hypermarket and retail store activities into different group entities.

The Firm advises on a regular basis a leading Hungarian and Central European packaging manufacturer and its parent company (prior to the privatization, the manufacturer was comprised of two separate companies, however, during the privatization, both companies were acquired by the same buyer; thereafter, the buyer merged these companies). Currently, we are advising the same enterprise in connection with the split-up into several companies in accordance to its current divisions.

CONSULTANCY TO ACQUISITION OF FOUNDATION AND OPERATION LICENSE FOR INSTITUTIONS (BANKS, INVESTMENT SERVICE COMPANIES AND FUNDS)

Apart from providing general corporate advice to credit institutions (banks), investment service companies and investment funds, we represent clients in the course of applying for their foundation and/or operational licenses with the competent authorities. In such capacity, the Firm's tasks include the drafting of business rules (general contractual terms), form contracts, and internal regulations and/or comments thereto.

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Attorneys Partners Associates Of Counsel Practice Areas Corporate Law Securities Transactions, Private Placements, IPOs, POs Competition/Antitrust Law Labour Law Real Estate Development Intellectual Property and Media Law Telecommunication, Information technology, E-Commerce Environmental Law Energy Law Litigation / Dispute Resolution Publications Contact us	Corporate Law GENERAL CORPORATE ADVICE The Firm offers legal assistance and counseling to large local enterprises - established by multinational companies or traditional Hungarian privatized corporations owned by large local investors - in connection with all corporate matters. Among other things, the Firm carries out the: - preparation of all corporate foundation documents; - preparation of quota or share purchase agreements for the acquisition of a shareholding interest in a corporation; - syndicate agreements; - by-laws for organizational and operational rules. (Board of Directors, Supervisory Board, etc.); - preparation of draft resolutions and minutes for corporate meetings (i.e., shareholders meetings, Board of Directors and Supervisory Board meetings, etc.) as well as related documents; and - in connection with the above, preparation of documentation for reporting to the Court of Registration, State Supervision of Financial Organizations, and KELER (as the central registry of shares). MERGERS AND ACQUISITIONS PRIVATIZATIONS The Firm has vast experience with mergers and acquisitions on the basis of the client's position (whether purchaser, seller, or the target). Our legal assistance tasks include, on the basis of the client's position: - the conducting of full legal due diligences of target companies; - the revision of formal and legal compliance documents related to (privatization) bids or tender proposals with respect to the applicable tender rules; - drafting and negotiation of letters of intent; - drafting and negotiation of shareholders' agreements and share purchase agreements; and - preparation of other related corporate documents. The Firm has acted as counsel to foreign investors in the successful privatization of several major Hungarian enterprises, including Hungary's leading printing and packaging companies, a leading Hungarian engineering company, Hungary's largest alcohol and spirits producer, a major food-processing company and companies engaged in regional electricity and gas distribution. Additionally, the Firm regularly represents multinational companies in the course of their acquisition of Hungarian companies or the selling of Hungarian subsidiaries, including a major foreign hardware manufacturing and trading company, a pharmaceutical research institute and production company, a security equipment trading company, and a pet and animal food trading company. CORPORATE FINANCE LEGAL CONSULTANCY The Firm regularly represents Hungarian borrowers or international organizations (i.e., the EBRD) or investment banks in connection with sophisticated loan or other types of financing. Among other things, the Firm assists borrowers with the negotiation and finalization of project loans, the implementation of equity participation by lending organizations, the negotiation and drafting of credit and collateral agreements, the structuring of complex financing, i.e., private placements, bond issues, loan financing transactions or a combination of these, and in case of foreign loans, the obtaining of the approval from the National Bank. We act as consultant on a regular basis to a leading newspaper and other printing production holding companies in connection with the obtaining of foreign loans and equity placements by foreign institutional investors for the purposes of further investments in the subsidiaries of the holding company. CORPORATE RESTRUCTURING The Firm has advised on a number of companies undergoing restructuring. In connection with such mandates, our tasks included: - analysis of legal issues during the course of negotiating the contemplated legal structure of the transformation/restructuring; preparation of the draft resolutions of the equity owners on the restructuring of their enterprise; - preparation of the merger or split-off (demerger) agreements; reporting of corporate changes to the Court of Registration, State Supervision of Financial Organizations or KELER. The Firm recently advised the Hungarian subsidiary of an international hypermarket chain in the course of the restructuring of the company and spin-off of the hypermarket and retail store activities into different group entities. The Firm advises on a regular basis a leading Hungarian and Central European packaging manufacturer and its parent company (prior to the privatization, the manufacturer was comprised of two separate companies, however, during the privatization, both companies were acquired by the same buyer; thereafter, the buyer merged these companies). Currently, we are advising the same enterprise in connection with the split-up into several companies in accordance to its current divisions. CONSULTANCY TO ACQUISITION OF FOUNDATION AND OPERATION LICENSE FOR INSTITUTIONS (BANKS, INVESTMENT SERVICE COMPANIES AND FUNDS) Apart from providing general corporate advice to credit institutions (banks), investment service companies and investment funds, we represent clients in the course of applying for their foundation and/or operational licenses with the competent authorities. In such capacity, the Firm's tasks include the drafting of business rules (general contractual terms), form contracts, and internal regulations and/or comments thereto.