Slovakia

In a recent decision (7 Cmo 21/2024), the High Court in Prague delivered a landmark ruling on the invalidity of contractual representations and warranties in a share transfer agreement, with significant implications for M&A practice across the CEE region. The case revolved around whether certain boilerplate declarations of the transferor about the status of the company (target), not linked to clearly defined contractual obligations, could give rise to a contractual penalty. The claimant sought payment of CZK 400,000 (approx. EUR 16,000) as a contractual penalty for the alleged breach of representations concerning the target company’s legal and financial standing. These included broad statements such as the company not having any outstanding loans or legal impediments, and its compliance with Czech employment laws. The representations were contractually linked to specific penalties in case of breach. The defendant (seller) disputed both the factual basis and the legal enforceability of these declarations. The Prague High Court ultimately sided with the defendant, ruling that such statements were too vague and insufficiently defined to constitute legally binding contractual obligations. Specifically, the court held that: The general nature of the declarations prevented them from being objectively assessed. They referred to corporate status and internal affairs of the target company which were not adequately specified in the agreement, and not on the status of the subject of the transfer itself (business share), which causes their uncertainty. The legal framework under Czech civil and commercial law (notably § 553 and § 555 et seq. of the Civil Code) requires clear, certain and actionable undertakings to enforce contractual penalties. This ruling underscores the importance of precision and legal certainty in drafting representations and warranties. Courts will not accept and enforce penalties for breach of vague or overly generic statements, especially when they are detached from measurable or verifiable obligations. Relevance for Slovak Practice While the case was adjudicated under Czech law, the decision is of high relevance for Slovak legal practitioners. Slovak courts frequently draw inspiration from Czech jurisprudence, particularly in civil and commercial matters where the legal frameworks remain conceptually aligned post-recodification. In Slovak M&A transactions, it is common to see similar sweeping representations mirrored from foreign templates. This decision serves as a warning: absent a clear connection between a representation and a defined legal duty or factual basis, such clauses may be deemed void or unenforceable. Slovak law similarly recognises the concept of contractual penalty (§ 544 et seq. of the Slovak Civil Code) but, like Czech law, requires a breach of a concrete obligation for enforcement. As transactional structures become more complex and cross-border in nature, legal certainty in documentation becomes indispensable. Parties must carefully tailor their representations and remedies, ensuring that any penalties are enforceable under Slovak law. Conclusion This decision by the Prague High Court adds to a growing body of case law stressing the need for clarity and specificity in transaction documents. For clients planning acquisitions or divestments in Slovakia, this is an important reminder to revisit boilerplate language and seek local legal guidance. At G. Lehnert, our corporate and transactional team has deep experience advising international and domestic clients on acquisitions across sectors. If your transaction involves Slovak assets or entities, we are ready to assist in ensuring your documents are not only commercially sound but legally enforceable. Contact us to discuss how this decision may impact your next deal in Slovakia. Lehnert s.r.o., Bratislava, Slovakia Norbert Smaho [email protected]

Kinstellar is proud to announce it has successfully advised CCC—a leading Polish-based footwear manufacturer and retailer with a network of over 1,000 stores across 29 countries—on the Romanian, Czech, Croatian, Hungarian and Slovak legal aspects of a PLN 1.8 billion (approximately EUR 420 million) term and revolving facilities agreement. The financing, which is provided by a consortium of lenders including mBank, EBRD, Bank Pekao, BNP Paribas Bank Polska, PKO Bank Polski, Santander Bank Polska, and Bank Handlowy w Warszawie, as well as the factoring entities Santander Factoring, mFaktoring, PKO Faktoring, and BNP Paribas Faktoring, will support CCC’s ongoing operations and the further development of its brands, including HalfPrice. Kinstellar's teams included Special Counsel Magdalena Raducanu (Head of Banking & Finance), Managing Associate Razvan Constantinescu, Associate Alexandra Maria Sofineti in Romania; Counsel Martina Brezinova, Junior Associates Dominik Ctvrtnicek and Tomas Blazek in the Czech Republic; Partner Levente Hegedus, Associates Dorottya Bito and Veronika Heiszer, and Junior Associate Kinga Farkas in Hungary; Partner Mihovil Granic and Senior Associate Franciska Fadljevic in Croatia, and Counsel Dominika Bajzathova in Slovakia. This financing further solidifies our team’s extensive track record of advising on complex, high-profile deals across multiple jurisdictions and demonstrates our ability to deliver outstanding results on a regional scale.  

Čechová & Partners, one of Slovakia’s leading full-service law firms, is proud to announce the promotion of Miroslav Zaťko to the position of partner, effective from March 1, 2026. Miro, who has been with the firm since 2014, has consistently demonstrated exceptional legal expertise and a strong commitment to the firm’s values and clients. This promotion marks a significant milestone in his career and further strengthens the firm's team.Miro first joined Čechová & Partners as an associate. During this period, he spent one year in the Netherlands, where he pursued further studies and gained valuable international experience at the Dutch law firm Houthoff. He subsequently returned to Čechová & Partners to continue his professional development. In 2019, he successfully completed the bar exam and has since been practising as an attorney at the firm.Miroslav focuses primarily on corporate law, mergers & acquisitions, dispute resolution, insolvency & restructuring, and financial services regulation. His expertise and professional qualities have also been recognized by leading international legal directories. Legal 500 ranks him as a Rising Star in Commercial, Corporate and M&A, while IFLR1000 recognizes him in Banking and Finance as well as Corporate and M&A.“Miro’s promotion to partner is a natural step. He is an exceptionally hard-working lawyer and a true professional who approaches every matter with precision and responsibility. At the same time, he is a supportive and reliable colleague – someone who is always willing to help and who contributes to a positive and collaborative team environment. It is a pleasure to work with him, and we are confident he will continue to play an important role in the further development of our firm,” says Tomáš Maretta, Managing Partner of Čechová & Partners.Beyond recognising Miro’s professional expertise and personal qualities, this promotion also reflects Čechová & Partners’ long-standing commitment to developing and empowering younger talent within the firm. By creating real opportunities for growth and leadership, the firm ensures that the next generation of lawyers can fully realise their potential and advance to the highest levels of the profession.

Čechová & Partners is proud to celebrate the 25th anniversary of its membership in Lex Mundi, the largest and oldest global network of independent law firms, with a presence in more than 125 countries worldwide.Widely regarded as the global benchmark for quality among international law firm networks, Lex Mundi brings together leading independent law firms across jurisdictions to provide clients with seamless cross-border legal services and trusted local expertise around the world.Lex Mundi selects one member firm in each jurisdiction based on its market leadership, reputation, and commitment to its local market, and requires its members to consistently maintain the highest standards of service delivery.Through Lex Mundi, Čechová & Partners has access to a global network of more than 23,000 lawyers and legal professionals, enabling the firm to support clients on complex cross-border transactions, disputes, regulatory matters, and strategic business initiatives around the world.“We are proud to be the exclusive Slovak member of this prestigious international network already for a quarter of a century. It enables us to provide our clients with top-tier local expertise, backed by a global reach, while representing Slovakia within a leading worldwide legal community,” said Tomáš Maretta, Managing Partner of Čechová & Partners.As it celebrates this milestone anniversary, Čechová & Partners remains committed to delivering outstanding legal services while continuing to contribute to one of the most respected and influential legal networks in the world.