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Awards & Deals


  • (Law Firm of the Year 2018, Slovakia)

    HKV became the absolute winner in the category Mergers & Acquisitions of the competition Law Firm of the Year 2018.

  • (Law Firm of the Year 2018, Slovakia)

    HKV was ranked among the „highly recommended“ and „recommended“ law firms in the categories Corporate Law, Developer Projects and Real Estate, Banking and Finance, Completion and Restructuring & Insolvency.

  • Law Firm of the Year 2017, Slovakia

    HKV named as the “highly recommended law firm” in seven categories of the competition Law Firm of the Year 2017: Corporate Law, Competition, Developer Projects and Real Estate, Mergers and Acquisitions, Banking and Finance, Employement and Public Procurement.

  • Legal 500 2017, Slovakia

    Legal 500 guide for the year 2017 identified HKV in five ranking categories: Banking, Finance & Capital Markets; Commercial, Corporate and M&A; Employement; Projects and Energy and Real Estate and Construction.

  • IFLR 1000 2017, Slovakia

    “They have deep knowledge in all areas, provide quick reactions and deliveries and have done a good job recently,” says a client who worked with the firm on project finance.

  • Chambers Europe 2017, Slovakia

    HKV ranked by the Chambers Europe 2017 in the categories Banking & Finance, Corporate/M&A, Employment, Energy, Real Estate and Restructuring/Insolvency.

  • Chambers Europe 2017, Slovakia

    Peter Víglaský is admired by clients and highlighted for his "excellent knowledge of the international environment."

  • Chambers Europe 2017, Slovakia

    Well known as a practitioner who "makes deals happen," Roman Hamala is appreciated by his clients, who say: "He can anticipate future problems and avoid them or provide solutions before we ask."

  • Chambers Europe 2017, Slovakia

    Martin Kluch impresses clients with his "pro-deal" attitude. He is described as "technically very good, very pragmatic and personable. We get clear answers from him. He provides business-oriented advice."

  • IFLR 1000 2017, Slovakia

    The IFLR1000 guide ranked HKV in the categories Energy and Infrastructure and Financial and Corporate for the year 2017.

  • IFLR 1000 2017, Slovakia

    „The approach that we have experienced was client friendly, pro-active and practical,” says a client from the energy industry.


News



Modification of the squeeze-out process


The Government of the Slovak Republic has approved a draft law amending, among others, the Securities Act, which should enable the more efficient buyout of shares of minority shareholders, the so called squeeze-out.

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On September 26, 2018, the Government of the Slovak Republic approved a draft law amending, among others, Act No. 566/2001 Coll. on Securities and Investment Services and on Amendments to Certain Laws (Securities Act), as amended; the intended changes should simplify the squeeze-out process.

The right to buyout means the right of a shareholder who owns shares whose aggregate nominal value represents at least 95% of the target company’s share capital with at least 95 % of the voting rights attached, to request the acquisition of shares of all the remaining minority shareholders of the target company.

According to the current wording, the purchase of shares of minority shareholders is carried out in a contractual form with the participation of both parties. The aim of the draft amendment being discussed is to switch to a system of transfer of the ownership right to shares of minority shareholders based on the decision of the general meeting of the target company. To approve a share-transfer decision, at least 95 % of the votes of all the shareholders of the target company would have to vote in favour of the squeeze-out. The adoption of the decision would then be registered in the Commercial Register and, after 30 days from the date of registration in the Commercial Register, the shares of the minority shareholders would automatically be transferred to the majority shareholder.

As according to the current wording, also in the sense of the amendment, a majority shareholder who decides to exercise the right to buyout is obligated to notify the National Bank of Slovakia of this decision, because the squeeze-out shall only become effective with the prior approval of the National Bank of Slovakia. The majority shareholder will have to wait before taking any further steps until the prior approval of the National Bank of the Slovakia is granted, because only after obtaining the approval will it be possible to request that the board of directors of the target company convene a general meeting in order to adopt a decision on the transfer of shares of the minority shareholders to the majority shareholder.

In order to ensure that the majority shareholder pays a consideration to the minority shareholders after the transfer of shares, the amendment proposes that the majority shareholders will be obligated to deposit the financial means necessary to pay all of the consideration to the minority shareholder with an authorized person (e.g., a bank, the central depository) before filing an application for the approval of the National Bank of the Slovakia. The consideration should be paid by the authorized person no later than three days after the transfer of shares of the target company.

The draft amendment does not affect the method of determination of the amount of the offered consideration, which must be determined adequately. According to the amendment, the right of shareholders to ask the court to review the adequacy of the consideration would remain, but it should not have any impact on the process and completion of the squeeze-out.

If this amendment to the Securities Act is approved by the National Council of the Slovak Republic, the buyout of minority shareholders will have reached the standard European level, and it is expected that this adjustment will be positively assessed, as the current wording does not allow for an effective realization of a squeeze-out, complicates the functioning of joint-stock companies with a majority shareholder and increases the operating costs of such companies.

If approved, the amendment shall come into force on January 1, 2019.

Please contact us for more information


Amendment to the Cadastral Act


An amendment to the Cadastral Act which, based on our experience, will accelerate and improve the functioning of the Cadastral Register, will come into effect on October 1, 2018.

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On June 19, 2018, the National Council of the Slovak Republic approved an amendment to Act No. 162/1995 Coll. on the Cadastral Register and on the Registration of Ownership and Other Real Estate Rights (the Cadastral Act), as amended (hereinafter referred to as the Amendment), which aims to respond to the demand for accelerating and improving the functioning of the Cadastral Register by eliminating the deficiencies resulting from the previous practice or through the gradual computerization of processes related to the operation of the Cadastral Register.

In addition to changes such as the change in the decision-making power of property registration in the Cadastral Register, which passes from the district office – cadastral department directly to the central level, i.e., the Office of Geodesy, Cartography and Cadastral Register of the Slovak Republic, the Amendment brings a number of fundamental changes that will have an impact on the daily operations related to the Cadastral Register.

The amendment brings the following major changes:

1. A proposal for the commencement of a cadastral proceeding must include, among other things:

  1. an indication of the nationality of the person who submits the proposal;
  2. the subject of the proposal;
  3. an indication of the legal act by which the real estate right is to be incurred, removed or changed;
  4. the designation of the property to which the proposal relates;
  5. a verified geometric plan number – as of the effectiveness of the Amendment, it will not be necessary to attach a geometric plan; the reference to its identification number assigned after its verification will be sufficient; and
  6. an indication of the attachments.

2. The proposal for a cadastral deposit must contain, inter alia, the following annexes which were not required under the previous legislation:

  1. a power of attorney if the party to the proceedings is represented by a representative; the signature of the person who grants the power of attorney must be certified if the granter of the power of attorney is a transferor obliged by a pre-emptive right, obliged in the event of the establishment of an easement or entitled in the event of the extinction of an easement, co-owners in a contract for the cancellation or settlement of joint ownership or in the settlement of marital property;
  2. an affidavit of the fulfilment of the conditions pursuant to Section 59a of the Commercial Code (i.e., in cases where a joint stock company acquires assets under a contract concluded with its founder or a shareholder in the amount of at least 10% of the value of the share capital, the value of the subject of the contract must be determined by an expert assessment) or an affidavit that these terms do not apply to that company;
  3. a legal person’s authorization granted to its employee, if the legal person who is a party to the application for a cadastral deposit instructs its employee in writing to submit a cadastral deposit application within the scope of its business.

3. The price of the property will be registered in the Cadastral Register. According to the current legislation, only the price of agricultural and forest land was registered in the Cadastral Register. The price of the property will be registered in the Cadastral Register as of the date of effectiveness of the Amendment; the price will not be ascertained or registered retroactively.

4. Only those structures and small buildings that have a perimeter wall and that are enclosed by a roof structure will be registered in the Cadastral

5. For the purposes of the Amendment, all legal acts contained in a contract and all properties related to the legal acts involved in the contract will be subject to a cadastral deposit proceeding. In the future, it will not be possible to delete some of the property that was listed in the legal act (contract) on the basis of which the deposit proceeding was filed in the cadastral deposit proposal.

6. Buildings, and residential and non-residential premises shall be subject to registration in the Cadastral Register even during their construction phases.

7. The adjustment of conditions for the cancellation of a building that has ceased to exist.

The amended provisions will come into effect on October 1, 2018.

Please contact us for more information

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