This practice commentary on act No. 125/2008 Coll., on transformations of companies and cooperatives, familiarizes the reader with the procedure for implementing the various types of corporate transformation (merger, demerger, transfer of business assets to the shareholder, change of the legal form, and relocation of the registered seat to a place outside the jurisdiction).
It includes templates for the draft terms of various types of transformation and for notices which must be published in the Commercial Gazette, lists the documents which must be enclosed when submitting the motion for entry of the transformation in the Commercial Register, and shows how the transformation is being entered in the Commercial Register.
Very much a practitioner’s commentary, this work focuses on the implementation of transformations at limited liability companies and joint-stock companies, and in particular on those legal provisions which are of fundamental importance (or which pose particularly tricky problems) in practice. The authors also reflect the accounting and expert valuation aspects of corporate transformations. This makes the book a valuable source not only for attorneys-at-law, but also for in-house counsel and for anyone else who has to deal with company transformations in a professional capacity.
The collective of authors was headed by Jan Šafránek, partner at bnt, for whom corporate transformations have formed a central part of his work life for the past 15 years and who is recognized as a consummate expert in this particular field. During his professional career, he was involved as a legal advisor in more than 80 (both domestic and cross-border) transformations since 2005. In an interview (which you can find here), Jan Šafránek stressed that:
»Aside from the various legal issues and from the need to draft a host of relevant documents, being the advisor in a transformation deal also requires coordinating the workflow, and overseeing the contributions of everyone involved in the transformation (i.e., the client and their management, the client’s staff, accountants and tax advisors, the notary public, and possibly auditors and experts). In this sense, accomplishing a successful company transformation requires more than just legal erudition; you also have to be at home in the accounting and tax aspects.«
The lead co-author of the commentary is Lola Laštovičková, also an attorney with bnt (and in this capacity a frequent important contributor to matters involving corporate transformations), who regularly gives talks on the topic alongside Jan Šafránek. Team members of TPA Česká republika also contributed to the commentary.
The Commentary is available via Wolters Kluwer e-shop.