Why have I been practicing corporate law for fifteen years? The question should rather be "why on earth not?" Corporate law contains everything a lawyer can wish for. From the contractual agenda in the form of drafting shareholder agreements to the contentious agenda in litigating shareholder disputes in court or hostile shareholder meetings. From the clear-cut rules of mergers, demergers or changes of legal form (yes, I like rules) to the routine (and sometimes reassuring) small-corporate officialdom of changes of directors, headquarters or trading companies. If you add to this the largest and most importantly the best (!) corporate law team in Central Europe, you will understand why I have been with HAVEL & PARNERS since college. Oh, and I also play tennis, hockey, run, cycle and spend most of my time on the golf course looking for golf balls.
ondrej.florian@havelpartners.czArticles by the author
JOINT VENTURE | POINT THREE | Shareholders’ rights and obligations
What are the rights and obligations of shareholders? What is the best way to incorporate them in the constitutional document or the shareholders’ agreement?
H&P corporate case law judgment: Statute of limitations on unjust enrichment claims (March 2025)
For the month of March, we highlight a judgment (Case No. 27 Cdo 459/2024) concerning the statute of limitations for unjust enrichment claims. While the conclusions of this judgment are not entirely novel, they are significant for practical application and intersect with the frequently discussed top
JOINT VENTURE | POINT TWO | Shareholders’ agreement: The key to successful cooperation of shareholders
What is a shareholders' agreement and how does it differ from a constitutional document? What essential elements and form should the shareholders' agreement have? What should it contain to cover all important aspects of cooperation among shareholders?
H&P corporate judgment: Abuse of a right and termination of a non-compete clause (February 2025)
In February's judgment (Case No. 27 Cdo 1236/2024), we delve into the abuse of a right concerning the termination of a non-compete clause. The case specifically examined the relationship between a board member and a joint-stock company, governed by an agreement on the performance of office. Under th
JOINT VENTURE | POINT ONE | Memorandum of association: The key to successful collaboration between shareholders
Starting a business involves significant pitfalls, one of which is properly setting up the memorandum of association. What should it contain so that it is drafted well from the very beginning, and comprises everything it needs and at the same time prevents conflicts and disagreements between the sha
H&P Corporate Case Law: Declaring authenticity of signatures on a share transfer agreement (January 2025)
In terms of corporate case law, 2025 begins with a decision (file no. 27 Cdo 3120/2023) that deals with the effectiveness of an agreement to transfer a share in a Czech limited liability company (s.r.o.). Although the present decision is more relevant from the perspective of an attorney-at-law, it i
H&P Corporate Case Law: Defect in the service agreement justifies invalidity of a resolution (December 2024)
We close the 2024 digest with a notable decision by the Supreme Court (Case No. 27 Cdo 1246/2024), addressing the approval of remuneration for a member of a governing body. The case addressed a service agreement (including remuneration) of a managing director – at the same time the majority sharehol
H&P corporate case-law judgment: Is your registered scope of business specific enough? (November 2024)
At the end of November, the Czech Supreme Court further elaborated on its existing opinion as to how specific and precise a company’s scope of business must be, particularly as regards the frequent entry “production, trade and services not listed in Annexes 1 to 3 to the Trade Act.”
H&P corporate case-law judgment: Liability of a company’s executive body (October 2024)
Our October issue continues with another judgment (C 613/23 CJEU) examining the liability of members of a company’s executive body for its unpaid debts. Last month, we discussed the Supreme Court’s approach to the choice of forum when a foreign executive body member is sued.
H&P corporate case-law judgment: Liability of foreign elected body members for company debts (September 2024)
As a judgment of the month of September (Case No. 27 Cdo 3032/2023) we present a landmark decision that sheds light on the international jurisdiction of courts in disputes involving the liability of an elected body member for a company’s debts. These disputes often arise when a member—frequently a f
ESOP Myths | Myth #7: ESOPs are not safe
In this post of our series on ESOP myths, we discuss the concerns about the safety of ESOPs for companies and their shareholders. It comes as no surprise that this, too, is merely a myth. ESOPs can encompass enforceable rules and additional mechanisms to ensure their proper functioning and enforceab
H&P corporate case-law judgment: Effects of a unilateral juridical act delivered by email (August 2024)
The August issue of our series examines a recent decision (Case No. 27 Cdo 3499/2023) that addresses the effect of serving legal documents. The Supreme Court’s decision clarified the effectiveness of unilateral juridical acts delivered by e-mail, based on a notice of a failure to elect the chairman
ESOP Myths | Myth #6: An ESOP is too expensive
The sixth issue of ESOP Myths will address and dispel the misconception that ESOPs are extremely expensive. The belief is merely a myth. Some ESOP structures can be costly and complex to establish and implement, but certain solutions exist that have relatively low time and financial requirements. It
H&P corporate case-law judgment: Division of a share by consent judgment (dissolution of co-ownership) (July 2024)
This time we shall take a closer look at an interesting decision on a purely corporate matter, the handling of a company share. The judgment, case no. 27 Cdo 2853/2023, was issued by the Czech Supreme Court at the beginning of July.
ESOP Myths | Myth #5: ESOPs do not protect founders and the company from executive departures
Continuing our series of myths about ESOPs, we look at the widespread concern that ESOPs will not protect company founders from sudden executive departures. From our experience, we know that this is in fact yet another myth. ESOPs are a good tool to ensure long-term cooperation and to keep managers
H&P corporate case-law judgment: Shareholder’s right to have their shares redeemed (June 2024)
For June, after a short pause, we are returning to the right of a shareholder to seek redemption of their share by the controlling person, addressed in judgment case no. 27 Cdo 1605/2023.
ESOP Myths | Myth #4: ESOP is not a tool to ensure a company’s long-term viability
This issue of ESOP Myths aims to dispel the myth that an ESOP cannot ensure a company’s long-term viability and success after the founder's departure. It’s quite the opposite. An ESOP is a key tool for ensuring a business can continue operating even after its original founder retires or shifts focus
H&P corporate case-law judgment: Interpretation of constituting acts (May 2024)
In May, the Czech Supreme Court published a decision (Case No. 27 Cdo 2235/2023) with content relevant to corporate practice. The decision addressed the interpretation of the content of a company’s constituting acts. The case involved a dispute between shareholders over the voting quorum required fo
ESOP myths | Myth #3: ESOPs from the incorporator’s perspective – are they really intricate, and will they cause you to lose control?
Incorporators, like anyone else, may perceive ESOPs to be overwhelming, complicated, and intricate, even though this need not be the case. At the same time, more than anyone else, incorporators may be concerned about giving up part of their business to managers and about the perceived loss of contro
H&P corporate case-law judgment: Imminent insolvency and executive directors (April 2024)
With the April judgment (case No. 27 Cdo 3019/2023) we will visit the insolvency sphere, but with sufficient overlap into the concept of due care of a prudent manager, as befits a TOP corporate case-law judgment of the month. The Supreme Court dealt with a case in which it considered whether the exe
ESOP myths | Myth #2: ESOP rules are too complex for managers
In the first part of the ESOP myths series, we focused on the myth that employee stock ownership plans (ESOPs) are too complex from the perspective of founders and shareholders. It is true that the ESOP issue is robust and complex and can feel overwhelming. Shareholders and managers may often believ
H&P corporate case-law judgment: Representation of the managing director at the general meeting (March 2024)
For March, we have selected as TOP corporate case-law judgment (case no. 27 Cdo 1766/2023) a ruling concerning the delegation of the authority of managing directors to convene and organise general meetings.
ESOP myths | Myth #1: ESOP is too complex
ESOPs are often fraught with various myths and ensuing concerns, which we have decided to debunk. In the first part of a new series from the world of employee stock ownership plans (ESOPs) with the subtitle “myths”, we will take a look at one of the most common ones. That myth involves the concern o
Collections of corporate laws judgments of the month 2020–2023
Each month since May 2020 on LinkedIn, we have introduced you to a judicial decision in corporate law, carefully selected from the Supreme Court’s extensive decision-making practice. We always summarise for you those Supreme Court decisions that have a significant impact on the business life of corp
H&P corporate case law: Obligation to distribute profits in a limited liability company (January 2024)
We begin 2024 with a heavyweight corporate judgment – we have picked a ruling which addresses profit distribution in limited liability companies.
Lex ESOP #6 | Tax Consequences of An Employee Stock Ownership Plan (ESOP)
In the very end of our Lex ESOP series, we will leave the “territorial waters” of corporate law and focus this time on ESOPs through the lens of tax law. In this post, we will introduce ESOPs through the lens of tax consequences and together we will look at the issue of commencement and termination
ESOP’s leadership #6 | Make sure your ESOP remains an ESOP | Ubiquitous compromise
Compromise and an ESOP? Does that even make sense? Of course, it does. What sort of compromise? At the initial meeting with my clients/founders, I advise them that in their particular situation, they always need to compromise between two aspects to find the right employee stock ownership plan (ESOP)
ESOP's fables #6 - ESOP in a major investment group
Today I would like to share with you a very interesting story in our ESOP's Fables series. This time it is the story of a client with equity interests in a large number of companies in different countries around the world. The client came to us with clear requirements for an ESOP for a key manager,
Lex ESOP #05 | Joining and leaving an ESOP
In the previous posts, we introduced the basics of the main options of employee stock ownership plans (ESOPs), namely the option without an equity interest, the option with an equity interest (and its sub-options), and the issue of different types of shares and their creation. It is now time to intr
ESOP's leadership #5 | Never underestimate motivation #4 | How to motivate managers to want to participate in ESOPs?
Do you think there's been enough motivation? No way! Employee stock ownership plans (ESOPs) comprise 90% of the motivation and the rest is the appropriate legal and tax structuring.
ESOP's fables #5 – ESOP for a client’s department managers
Another ESOP fable is the story of a very interesting and inspiring client who, together with his wife and best friend, founded a successful real estate business. As I have mentioned several times, every story is unique and therefore requires a unique solution.
Lex ESOP #04 | ESOP with an equity interest
Having read the previous articles on the basic types of ESOPs, you are already familiar with ESOPs without an equity interest established through a contract on the performance of office, as well as with the possibility of implementing an ESOP by issuing innominate securities, including their compari
ESOP’s leadership #4 | Never underestimate motivation #3 | How employee motivation is passed on across the company
In the previous episodes of ESOP’s leadership, we focused on the motivation of managers from various perspectives of the stakeholders involved – we described what should motivate the founder to implement the ESOP, and also how the ESOP can motivate the individual managers involved in it. We are goin
Lex ESOP #03 | Securities vs. shareholding
In the third issue of Lex ESOP, we are abandoning the contractual establishment of an employee stock ownership plan, moving on to generally more sophisticated and robust solutions. These are ESOPs based on (debt) securities and shareholding. What should be considered in relation to these options? Wh
ESOP’s leadership #3 | Never underestimate motivation #2 | How an ESOP motivates managers individually
In the last episode, we had a chance to peek into our manager motivation at our firm, and together with Jaroslav Havel we summarised the basic theses and principles of what we think about the employee stock ownership plan right here at HAVEL & PARTNERS. Today, I would like to show you an ESOP from t
ESOP's fables #3 – ESOP implemented in a regional business leader
I was very much looking forward to this “ESOP’s fable”. I am lucky that most of my clients are great and inspiring. However this client is one of the most popular. And you will soon find out why.
Lex ESOP #2 | How to set up an ESOP without an equity interest?
In the previous article in the Lex ESOP series, we briefly introduced individual types of employee stock ownership plans (ESOPs). In this part, we will present one of them, namely an ESOP without a managers’ equity interest. This type of an ESOP can be established relatively easily in its basic set-
ESOP’s fables #2 – An ESOP implemented in a family business with a unique and long-standing story
Another issue of our “ESOP’s fables” takes us to a family-owned business where a manager acquired shares and became part of it.
Lex ESOP #01 | Introduction & basic options of employee stock ownership plans (ESOPs)
Employee stock ownership plans (ESOPs) are increasingly being talked about in the domestic context. However, the concept imported mainly from the other side of the Atlantic logically carries with it certain specifics that cannot be easily transposed to the Czech context. The following parts of the "
ESOP’s leadership | Never underestimate motivation #1 | Founder's motivation – why want an ESOP?
Employee stock ownership plans (ESOPs) enjoy considerable popularity on both sides of the Atlantic. They give employees the opportunity to acquire a participating interest in the company in which they work under various conditions. In this way, they will receive shares in the company and related ben
ESOP's fables #1 – An employee stock ownership plan (ESOP) in a tech company with global ambitions
We start “ESOP's” fables with a really interesting and important client, a large tech company with global ambitions, and a real challenge to find the right type of an employee stock ownership plan (ESOP) with regard to the specifics, requirements, and ambitions of the client.
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ESOP’s leadership | JUDr. Jaroslav Havel | Personal experience with 22 years of HAVEL & PARTNERS’ employee stock ownership plan
Our corporate team led by our equity partner Ondřej Florián has written a series of interesting articles employee stock ownership plans (ESOPs). Now let me share with you our hands-on experience in this area, having built the team of Central Europe’s largest law firm.