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CZ
How we resolved
a “classic” deadlock among shareholders
CAN Superconductors
How we sold a start-up
in strict secrecy
Semanta a dig-it-ally
How we resolved the sudden death of a key person in companies across three jurisdictions
more
How we advised seven attorneys
Arrows
The joy of counseling
big-hearted investors
more
How we resolved
a “classic” deadlock among shareholders
Jan Plecháček,
founder and CEO of
CAN Superconductors
I got to know Honza and Václav on the recommendation of Jirka Hlaváč, partner at TPA Group. This was at a time when we faced the serious prospect of CAN going out of business after more than twenty years, not for commercial reasons but because of the shareholders’ inability to find consensus. Honza and Václav very carefully appraised the situation and came up with a novel solution which led to an agreement between the shareholders on the sale of one of their shares. Thanks to their intervention, I have since been able to take the firm to new heights.
Honza a Václav
The key aspect of this case was that Jan Plecháček served as the managing director of CAN Superconductors s.r.o. (www.can-superconductors.com) at the time, and that that company’s line of business largely depended on his professional expertise and reputation, and on the expertise and good names of Tomáš Hlásek, Mr. Plecháček senior, and a number of co-workers standing by the side of Jan. Following a series of carefully designed corporate-law measures, the dissenting shareholder had no choice but to keep the negotiations strictly limited to the sale of their share and, following the settlement with Jan, to exit the company.
How we sold a start-up
in strict secrecy
Peter Hora,
founder of Semanta
and dig-it-ally
Václav was recommended to me by a common friend of ours when I needed to put together client agreements and more generally do a legal cleanup at Semanta, my start-up at the time. A few years later, Václav helped us when we sold off Semanta to U.S.-based Alteryx. On one side, a bunch of guys from Czechia, represented by Václav; on the other, a corporate entity represented by the most prestigious U.S. lawyers whose roster of clients included giants like Google and Meta. Upon the successful completion of that sale, I and several other partners founded the fintech start-up dig-it-ally; of course I wanted Václav by our side from Day One. He helped us negotiate strategic partnerships and breakups, and ultimately helped set up the rules and principles of collaboration with the Direct/Fidoo group, which has been playing an absolute key role in the business of dig-it-ally. To put it simple, I am very happy that Václav has had my back for almost a decade.
Václav
Selling Semanta to U.S. investor Alteryx (www.alteryx.com) was an attractive engagement not only because the transaction was structured as an “American M&A deal” – i.e., to put it simple, the seller does its own due diligence exercise – but also because Alteryx was about to go public at the time, which meant that the entire transaction had to be executed quickly and in strict secrecy.
How we resolved the sudden death of a key person in companies across three jurisdictions
Karina Caldwell,
heir
Following the sudden death of our father, my brother Daniel Rammelmeier and I suddenly found ourselves in the position of shareholders of several companies in Czechia, Slovakia, and Germany of which we knew preciously little. To compound matters, it transpired that our father had no proper written agreements with his partners; instead, everything was “on a handshake basis”. Back at the time, our German counsel suggested we team up with Václav. Thanks to Václav, eventually joined by Honza, we were after several years finally able to resolve everything and achieve an orderly exit from the firms based on proper contracts. One thing both I and my brother particularly appreciated about Václav was his warm and empathic approach, and his refusal to ever give up. He was fully committed to bringing our case to successful completion.
Honza a Václav
This engagement was highly specific, primarily because it involved unlimited representation of the client – at her express request – in all matters, not least because Karina lives in Australia. Within very broadly drawn general guardrails (for instance, Karina and her brother Daniel insisted that the affected firms should not suffer unduly from the legal steps to be taken), we were thus in charge, across three jurisdictions, of all steps, including the selection of legal, accounting, and tax advisors and the coordination of their work. Unfortunately, Karina and her brother Daniel had almost no idea what the companies whose shares they inherited were doing, or whether they were financially healthy – i.e., they’d essentially received a pig in the poke, and were unsure what rights and possibilities came with it.
How we advised seven attorneys
Lukáš Slanina,
founder of Arrows advokátní kancelář
kancelář
I had met Honza at previous get-togethers at various professional legal forums, but we only got to know each other properly on occasion of the Komora 2.0 project. In the context of that project, I suggested to Honza that he should run for board membership at the Czech Bar Association. By coincidence, Honza had just gone private and begun to practice law as an independent attorney-at-law. Once we, the partners of Arrows law firm, had agreed on heads of terms based upon which ETL Global would enter Arrows as a strategic investor, we retained Honza and Václav so that they could bring the deal to a close. For one thing, we felt we shouldn’t act as our own legal counsel, but we also wanted the support of someone with years of experience with this kind of transaction, someone renowned, someone ranked by the internationally recognized benchmarks of Chambers or Legal500. Last but not least, the sensitivity and confidentiality of the matter called for someone who wasn’t a direct competitor of ours.
Honza a Václav
Having seven attorneys – partners at a sizable Czech law firm, for that matter – as clients was certainly an interesting experience. Along the same lines, it was interesting that this transaction earned us trailblazer status – as far as we know, this was the first time a strategic foreign investor entered a purely Czech-run law firm, in a transaction that involved the creation of a joint venture between the foreign investor and the current partners. The transaction also allowed us to prove our mettle – we found we had what it takes to be an equal partner for representatives of even the largest and most successful consulting groups, such as ETL Global.
The joy of counseling
big-hearted investors
Martin Ducháček a Tomáš Fliegl,
duchaczech
More than eight years ago, we were faced with a tricky situation at one of our investment targets – around the same time we made the acquaintance of Honza. Together, we were able to put a tidy legal bow on the issue, and this at the same time marked the beginning of our long-lasting collaboration. Our investment fund handles several investments every year, some of them straightforward, some of them rather complex. We truly appreciate the extremely professional cooperation: each and every time, we can have full confidence that everything will play out exactly as agreed, without any unpleasant surprises. We also value the clear and direct communication, and the ability to pull together so all deadlines are met.
Honza
I got to know Martin more than fifteen years ago, at the start of my long-term collaboration with RSJ. Martin’s broad-mindedness and strength of character will never cease to fascinate me. Before meeting him, I’d only ever encountered textbook entrepreneurs, chasing profit and success. By contrast, Martin’s primary interest always was that things should make sense. When Martin and Tomáš approached me to suggest a long-term relationship to assist them with their personal activities, both in business and in philanthropy, I did not hesitate for a moment. Martin and Tomáš are demanding clients, but they are transparent and fair in all their interactions. I have tremendous appreciation for their complete trust in me but also in all my colleagues.
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