PRACTISE AREAS
• General legal consultation
• Contract documentation and negotiations
• Public-private partnerships
• Joint ventures
• Distribution
• Representation in commercial disputes
• Establishment of companies, branch offices and representative offices
• Status changes (mergers, acquisitions, divisions, conversions)
• Transfer of economic units
• Investment agreements
• Shareholders agreements
• Management agreements
• Drafting other status documentation
Our company represents Croatian and foreign clients in all aspects of commercial law. We have represented and advised clients in business transactions ranging from the simplest to the most complex. We provide legal support to our clients in all matters relating to the contractual regulation of legal relationships, which includes all stages of negotiation, financing regulation, especially taking into account the tax-law aspect of the transaction.
Our services include the preparation of pre-contractual and contractual documentation, as well as consultation and representation in the implementation of concluded contracts. Some of our most significant engagements included transactions related to greenfield and greyfield investments, the regulation of commercialization and distribution activities, and public-private partnership projects.
We have significant experience in arbitration and civil proceedings related to projects of particular public interest in energy, construction and transport industry along with related investment projects that are worth up to 250 m EUR.
We support clients in regulating the status of their business operations in the Republic of Croatia, from the establishment of companies through which they operate, company structuring and management models that best suit their needs, meeting the regulatory requirements of these companies, to the regulation of matters related to their capital and structural changes (mergers, acquisitions, divisions, conversions).
Our services include drafting of status documentation, agreements regulating legal relations between company members, representation in the process of company establishment and status changes, legal support in the processes of company acquisitions and mergers, and equity changes. We provide consulting to our clients in regular and extraordinary company operations, and legal support for company business activities.
• Legal and tax-law transaction organization
• Organization of information exchange, due diligence of business operations
• Contract documentation
• Representation before regulators
• Consultations regarding financing
• Privatisation
• Squeezing out minority shareholders
• Assistance in the overall business operations after the realisation of transaction
Benko & Partners has substantial experience in merger and acquisition projects, gained through years of providing legal support to Croatian and foreign clients, especially in the oil, energy, construction and food industries, in procedures of the acquisition of majority or minority stakes in companies or their subsidiaries. Our work on projects is tailored to the needs of each client, especially when forming teams of experts engaged on a project. Our involvement encompasses all project stages, i.e.:
• legal and tax-law transaction organization;
• organization of information exchange, due diligence of business operations;
• status changes (mergers, acquisitions, divisions) and changes in the capital necessary for the realization of a transaction;
• preparation of pre-contractual documentation (powers of attorney, confidentiality agreements, letters of intent, offers) and contract documentation (sale and purchase agreements, guarantees, stockholder/shareholder agreements);
• negotiations;
• representation before regulators and the Croatian Competition Agency;
• consultations regarding financing;
• assistance in overall business operations on the territory of the Republic of Croatia after the realization of a transaction, from regular operations (organizing assemblies, submitting reports, regular consultations to the management board) to extraordinary operations (dispute management).
Our firm has worked on diverse and significant M&A projects in the Republic of Croatia, in friendly and hostile acquisitions valued at over EUR 30 million, as a representative of various multinational companies. The years of cooperation with these companies have yielded daily results proving that our work contributes to the realization of added value in their business operations. Moreover, we have an abundance of experience in cross-border acquisitions in which the firm has taken part as an advisor to Croatian investors.
• Consultations in projects of private, public and public-private forms of financing
• Legal support in the regulation of financing or refinancing of projects
• Negotiations and closing of business deals with financial and other institutions
When investing in the Republic of Croatia, our clients require specific legal support related to regulating the financing or refinancing of planned projects. With the help of external financial associates we provide support to our clients in negotiations and transactions with financial institutions. We provide specific support from the aspect of tax law, so that the planned transactions achieve maximum tax benefits. We have also advised our clients in projects of private, public and public-private forms of financing.
• Reporting of claims and representation of clients in bankruptcy proceedings
• Representation in proceedings of establishing and disputing reported claims and collection of the bankruptcy estate
• Bankruptcy plan
• Conducting international bankruptcy proceedings in the Republic of Croatia
• Pre-bankruptcy proceedings
• Liquidation
We provide legal support to clients in projects related to the protection or restoration of their investments in companies that have acquired grounds for bankruptcy. As part of these projects, we perform all activities related to reporting claims and the representation of clients in the position of creditors in bankruptcy proceedings against their debtors, as well as activities related to restructuring of bankruptcy debtors and the continuation of their business operations in the implementation of a bankruptcy plan. We assist and advise our clients with the goal of restoring the maximum value of their investments. Our experience also includes pre-bankruptcy restructuring through acquisitions of debtors by creditors for the purpose of protecting investments, as well as the acquisition of property within international bankruptcy proceedings, including personal bankruptcy proceedings, with which the Croatian legal system is not familiar. We represent clients in all lawsuits conducted for the purpose of establishing and disputing claims, as well as for the purpose of collecting property for the bankruptcy estate, both at home and abroad. We realize foreign investments by cooperating with renowned foreign law companies.
• Assessments and reporting of concentrations
• Prohibited agreements, collective and individual exceptions
• Dominant position and restrictive activities
• Unfair competition
• Representation before regulators
Our legal support also encompasses all matters related to competition. This especially relates to the merger and acquisition process at the point when it is necessary to report concentrations, as well as in the processes related to vertically and/or horizontally prohibited agreements. We have especially assisted our clients in matters related to unfair competition in cross-border transactions.
• Initial public offering
• Drafting prospectuses
• Listing securities on Croatian and foreign stock exchanges
• Alignment with the requirements of regulators and the stock exchange and representation before them
• Foreign securities and their incorporation into the Croatian legal system
Our law firm provides the service of drafting prospectuses, organizing offers and other services related to the listing of shares on Croatian and foreign stock exchanges. We are also experienced in the alignment of investment companies with the requirements of the regulators and the stock exchange. Our firm has worked on some of the most significant projects in the Croatian financial industry. We also have significant experience with regard to deposit securities, which includes the processes of incorporation of such securities issued through the system exclusively regulated by foreign legal legislations into the national legal system.
• Trademark, patents and industrial design
• Licences
• Copyrights
Benko & Partners provides assistance to clients when filing applications for national and international trademark registration, and conducts preliminary research for this purpose. It also provides consultation services in the procedures concerning patent protection of inventions, particularly relating to territorial coverage of protection and the rights resulting from such protection, as well as in establishing contractual licensing relationships whereby the right is acquired to exploit other party’s intellectual property. The firm has experience in disputes pertaining to copyright infringement and other disputes relating to intellectual property rights infringement.
• Public tenders
• Representation in public procurement procedures
• Public procurement contracts
Our law firm assists Croatian and foreign clients in their participation in public procurement procedures of the highest public interest and value, throughout the entire process from bid submission to contract award. We have been involved in significant projects related to the motorway and rail industries. Moreover, we have represented our clients in court and arbitration proceedings within which disputes have been resolved related to the value of executed works, their quality, and the legitimacy of contracting of unforeseen works. We have participated in public procurement procedures worth over EUR 100 million.
• Development projects (especially greenfield and greyfield investments)
• Legal due diligence
• Contract arrangements (especially FIDIC)
• Representation in land-registry disputes
• Spatial planning
• Issuance of permits for construction, reconstruction and conversion of buildings
• Issuance of permits for use
• Legalization of buildings
• Expropriation
• Arrangement of cadastral statuses
Benko & Partners provides comprehensive legal aid concerning property construction projects, by advising clients throughout all project phases and preparing the required legal documentation and agreements, as well as by conducting due diligence of the target property. We have considerable experience in the field of property rental and leasing, and provide consulting to Croatian and foreign clients in all phases of negotiations through to final agreement execution. Our firm also provides assistance in preparing and managing of any property disputes before administrative and judicial authorities. We represent clients in legal disputes resulting from construction projects that concern subcontractors, suppliers, damages, delayed property delivery to the investor and similar matters, but also in disputes concerning rental and lease contractual rights and obligations.
• Establishment and entry of ownership rights, building rights, servitude rights and other real rights
• Establishment and entry of lease rights and other obligatory rights that might subject to registration
• Proper proceedings
• Building subdivision
Benko & Partners in particular provides legal opinions and the counselling and representation of Croatian and foreign clients in business transactions the aim of which is to acquire real property rights. In this respect, our team of attorneys has specialist knowledge, expertise and experience based on which the client is supported, guided, advised and represented from the beginning of negotiations until the project completion, the aim of which is to:
• Establish and register property rights, building rights, easement rights and other real property rights in the Land Registry on the entire territory of the Republic of Croatia;
• Establish and register lease rights and other mandatory rights which may be subject of registration in the Land Registry on the entire territory of the Republic of Croatia;
• Amendment of faulty and/or incomplete registration in the Land Registry, etc.
In addition, our team provides assistance to Croatian and foreign clients when determining objectives and provides support from initial discussions with the other party and participates in all phases of negotiations until signing of documentation and final project implementation. To date the company has been successfully engaged in the implementation of projects the value of which exceeds EUR 40 million.
Benko & Partners has a special team of experienced attorneys that focus primarily on legal due diligence for property acquisitions, not only based on legal affairs but also in bankruptcy and enforcement proceedings.
• Representation in court proceedings
• National and international arbitration
• Conciliation
Benko & Partners has a considerable experience in court and arbitration proceedings, in all aspects from preparation for the initiation of proceedings, their management and final completion. We have worked on disputes where national regulations apply, but also in disputes with an international element, where the issue of conflict of laws is resolved, and foreign law applies. We represent our clients on the territory of the Republic of Croatia, but we also provide the service of coordinating the work of foreign law firms when resolving disputes in foreign countries. We have special experience in arbitration disputes relating to significant public capital investments in the Republic of Croatia. We help parties resolve disputes amicably, by leading negotiations and preparing the entire documentation required for consensual dispute resolution.
• Consultations before initiation of enforcement proceedings
• Initiation of enforcement proceedings
• Representation before notaries public and courts
• Execution of out-of-court enforcements
• Conclusion of court or out-of-court settlements
Benko & Partners provides legal support to Croatian and foreign clients in procedures pertaining to the recovery of outstanding debt, which inter alia includes:
• Counselling clients prior to the initiation of enforcement proceedings;
• Initiating enforcement proceedings based on authentic or enforcement titles;
• Representing clients before notaries public and courts;
• Executing out-of-court enforcements;
• Concluding court or out-of-court settlements.
• Representation in administrative proceedings
• Representation in administrative disputes
Benko & Partners attorneys represent Croatian and foreign clients before the administrative court and administrative authorities on the entire territory of the Republic of Croatia in procedures concerning
• Issuing of permits for construction, reconstruction and conversion of buildings having commercial, manufacturing, residential and other purpose;
• Issuing of certificates of occupancy;
• Obtaining minimum technical requirements for conducting all types of activities;
• Building legalisation;
• Issuing of decisions on defining a building plot and other decisions rendered in administrative matters;
• Expropriation;
• Determining real property transfer tax or other tax obligations;
• Determining public utility and water fees for construction and reconstruction of buildings;
• Tax supervision, etc.
To date the company has developed an especially successful cooperation with foreign clients on projects concerning construction, reconstruction and conversion of commercial buildings on the entire territory of the Republic of Croatia the value of which exceeds EUR 40 million.
• General legal consultations in the field of labour law
• Employment contracts
• Labour ordinances and other internal labour-law acts
• Dismissals and terminations of employment contracts
• Representation in legal disputes
• Employing foreign nationals
• Occupational health and safety
• Taking over workers
Benko & Partners has a considerable experience in the area of substantive labour law and litigation law. This experience has been acquired whilst providing legal support to Croatian and foreign clients in the field of human resources, relations with the management, and internal legal and labour regulations. Our work in the domain of labour law includes the following areas:
• Counselling clients concerning human resources management;
• Legal support in the process of establishing, subsequently regulating and/or terminating employment relations between clients or their employees and management;
• Providing legal opinions concerning issues in the field of labour law (payment of wages and/or remuneration, severance pay, holiday entitlement, procedures concerning protection of the dignity of employees, etc.);
• Legal support to clients in case of status changes or transfer of business activities, which necessarily is also reflected on the legal and labour aspect of business activities;
• Developing internal legal and labour acts for clients;
• Representing clients before courts in legal and labour disputes;
• Negotiating with employees on behalf of a client, whenever such need arises, in order to find the best legal solution for each and every particular case.
Our approach is tailored to the needs of each client, and implies cooperating with the client during the entire process of legal counselling and decision-making, bearing the needs and interests of the client in mind and their compliance with legal decisions.
• Tax offences
• Representation in other misdemeanour proceedings
Benko & Partners provides legal support and represents Croatian and foreign clients in all types of misdemeanour proceedings, and especially in proceedings concerning misdemeanours in the fields of:
• Labour law;
• Occupational health and safety;
• Consumer protection;
• Commerce;
• Protection of road traffic safety.
To date the company has successfully represented foreign clients in misdemeanour proceedings where the total of prevented misdemeanour legal sanctions exceeded EUR 100,000.00.
• Alignment of advertising campaigns with applicable legal regulations
• Fraudulent or covert advertising
• Misleading, unfair or aggressive business practice
• Damage compensation due to harmed reputation, violation of privacy rights or rights of access to public information
The team of attorneys at Benko & Partners has expertise in the field of media and electronic media, which also includes verification of legal compliance of advertising campaigns with applicable legislation of the Republic of Croatia (fraudulent or covert advertising, misleading, unfair or aggressive business practice).
• Insurance policy risk analysis
• General liability
• Professional liability
• Liability of Management Board members and directors
• Liability for a faulty product
Benko & Partners has considerable experience and knowledge in the field of insurance, professional accountability, and other forms of accountability for damages, which allows the company to provide counselling and legal support concerning any business risk. Taking into account the increasing requirements of business practice for regulation of different types of risk, every client’s request and transaction is approached professionally, by putting together an interdisciplinary team of experts in order to achieve excellence in counselling and providing legal support.
