Category: Slovakia

CMS has promoted Martina Gavalec and Natalia Janoskova to Partner at the firm’s Slovakia office.

Gavalec focuses on corporate and M&A. She has been with CMS since 2020 when she joined as a Senior Associate. Earlier, she was a Senior Lawyer with EY Law between 2019 and 2020. Earlier still, she was a Junior Lawyer with Hillbridges between 2014 and 2019.

Janoskova specializes in banking and finance and real estate. She has been with the firm since 2020 when she joined as an Attorney at Law. Earlier, she was an Associate with Eversheds Sutherland between 2015 and 2019 and its legacy firm Dvorak, Hager & Partners between 2014 and 2015.

“The promotions of Martina Gavalec and Natalia Janoskova to Partners reflect their exceptional legal skills and dedication to client success,” commented Managing Partner Oliver Werner. “Martina’s understanding of both the Slovak and international legal landscape, coupled with her expertise in M&A, life sciences, and AI, will continue to be an asset to our team and clients. Natalia’s track record in banking and finance and real estate, along with her client-focused approach, reinforces our firm’s capabilities to deliver top-tier legal services.”

Havel & Partners has advised the founders of Luigi’s Box on establishing an employee stock ownership plan. 

Luigi’s Box, founded in 2016, provides personalized search and product recommendations for e-shops and online platforms. According to Havel & Partners, this arrangement allows key collaborators to gain an equity stake in the company.

In 2024, Havel & Partners advised on Luigi’s Box acquisition of Persoo (as reported by CEE Legal Matters on January 18, 2024).

The Havel & Partners team included Partner Jaroslav Baier, Managing Associate Josef Bouchal, Associate Andrea Mochorovska, and Junior Associate Robert Kosala.

Dentons has advised VUJE on a cooperation agreement with Newcleo.

VUJE is a Slovakian nuclear energy company.

Newclea is an Italian nuclear energy company.

According to Dentons, the deal establishes a framework for technical and commercial collaboration geared toward developing and implementing Newcleo’s lead-cooled fast reactor technology in Slovakia.

The Dentons team included Counsel Peter Panek and Associate Norbert Vizvari.

Dentons was unable to provide additional information on the matter.

Squire Patton Boggs has successfully represented the Slovak Republic in an investment treaty claim originally worth USD 2.11 billion.

According to Squire Patton Boggs, “the claim, Discovery Global LLC v Slovak Republic was brought by the US oil and gas company Discovery Global under the US-Slovakia bilateral investment treaty. Having acquired licenses for oil and gas exploration in eastern Slovakia, Discovery Global alleged that the government had effectively sabotaged the project through its failure to stop environmental protestors from blocking access to well sites, and by requiring a full environmental impact assessment under Slovak law. The tribunal dismissed the case in its entirety and also awarded the Slovak Republic the majority of its costs. The Slovak Republic remains one of the few countries in the world that has not lost in international investment arbitration and has not been ordered to pay any compensation of damages to the claimants.”

The Squire Patton Boggs team included Slovakia Office Managing Partner Tatiana Prokopova, Partners Stephen Anway, Rostislav Pekar, and Dave Alexander, Of Counsels Jakub Kamenicky and Eva Dragunova, and Associates Douglas Pilawa and Christina Luo.

On 5 January 2025, the Real Estate Register in the Slovak Republic (the “Register”) was subject to a ransomware cyberattack.

The Register is the sole register containing information on ownership, third-party rights (easements, pledges, etc.) and other material information on immovable properties in Slovakia. As a result of the cyberattack, all the Register’s services are unavailable, and all Real Estate Register Offices are closed until further notice.

In practice, the following services, among others, are unavailable:

• it is not possible to obtain title deeds, either in electronic or in hard-copy form; and
• all ongoing proceedings concerning immovable properties (sale, pledge, etc.) are suspended, and it is not possible to file new applications.

The disruption of this crucial information system is a material issue for natural persons and businesses through all areas and situations, from acquiring loans, transfers of immovable property ownership or imposing correct Real Estate tax to construction, enforcement and bankruptcy proceedings, or even inheritance proceedings. The unavailability of services may impact real estate, M&A as well as banking & finance transactions, in particular if the submission of a title deed or filling application for the registration of data with the Register is agreed to be a condition precedent or subsequent to closing, a condition for a purchase price release, or for the utilisation of facilities or mortgages. In addition, there is a risk of transaction abortions due to expiration of long-stop dates.

Debt recovery and litigation may also be affected, as creditors will not be able to check the debtor’s immovable property, create or enforce pledges over debtor’s immovable property, or, in essence, to carry out any acts that require registration in the Register (such as a preliminary injunction that restricts the debtor from disposing of assets, a note of pending proceedings, etc.).

The outage may also affect permitting processes, as the building authorities are not able to verify data in the Register, for example, to verify the identity of potential participants of the building proceeding.

Since all proceedings concerning immovable property are currently suspended, we believe the room for fraudulent actions is limited, as the acquisition of a property right (ownership, pledge or easement) takes effect only upon its registration in the Register.

In our opinion, the cyberattack can be considered as a Vis Major in contractual relations, and thus liability for damages in case of a breach of contractual obligations caused by the cyberattack is very likely to be limited. However, long-stop dates or deadlines are not automatically extended under law due to this Vis Major situation. Therefore, we recommend to review your contractual arrangements regarding the extension of deadlines agreed in your contracts.

The Register is subject to stringent cybersecurity rules, both relating to personal data as well as to the continuity of operation of critical services. As such, the investigation and handling of the incident must follow the applicable cybersecurity rules and best practices. We understand that significant effort is being undertaken in order to re-instate the availability of the datasets. Given that information as to the exfiltration of personal data is not yet publicly available, the impact on privacy and personal data protection rights (beyond the breach of availability) remains to be seen.

Currently there is no official information on the end of the outage, the scope of the ransomware attack or its aftermath, nor whether all data from the Register will be recovered. As the scope of the outage and its potential future consequences are not clear at the moment, we will continue to monitor the situation. Once the outage is resolved, we recommend to review your extracts from the Register to check if all your property rights remained the same, in particular:

• if you are properly registered as owner or co-owner;
• if your property is properly identified (all land plots, their size, type of land, etc.);
• if all easements and pledges are properly shown in the Register;
• if all notes regarding ongoing court proceedings or injunctions over immovable assets are properly shown in the Register; and
• in case a long-term lease is registered with the Register, double check the proper lease registration.

In the meantime, we recommend to collect all relevant documents you possess concerning your property rights, such as purchase agreements, pledge or easement agreements or former title deeds so that you have all supporting documentation to check the data as soon as possible. If you made your filling electronically, make a back-up version of these fillings, including all annexes.

Data kept by the Register is considered up-to-date and correct unless proven otherwise. Having said that, in case your property rights are not properly recovered by the Register following the cyberattack, we believe a combination of the following solutions will be available:

• court action claiming your property rights;
• application to the Register to correct the incorrect data (in case of minor errors such as typos, etc).

We also expect the government to establish a specific regime to address the inaccuracies identified following the Register recovery.

We note that ownership right is not subject to a statute of limitations, and thus you may be able to file successful court action claiming your ownership later in time.

Lastly, the entire situation may lead to monetary damages, for example if transactions are aborted or postponed, as well as to non-monetary damages, for example personal data breaches. In such cases, the court action for compensation of damages against the state may be considered as an ultimate solution. However, it is questionable to what extent such claims would be accepted by Slovak courts. With the exception of consumer disputes, class actions are not recognised under Slovak law, and individual court actions would be the only possibility.

By Dasa Labasova, Managing Associate, and Martin Danco, Junior Associate, Kinstellar

Havel & Partners has advised Photoneo on USD 12 million debt and equity financing from the European Bank for Reconstruction and Development for Brightpick. Bird & Bird advised the EBRD.

Brightpick is a division of Photoneo focused on developing automated robotic systems.

According to Havel & Partners, “the venture debt, amounting to EUR 5 million, is the largest of its kind in Slovakia’s history. The debt financing was provided by the European Bank for Reconstruction and Development’s Venture Capital program, which supports startups, innovative firms, and tech companies.” Also, the firm reports that “the investment will support Brightpick’s expansion into the U.S. market.”

The Havel & Partners team included Partner Jaroslav Baier, Associates Kristina Saktorova and Miriama Podskubova, and Junior Associate Robert Kosala.

A tax reform, updated labor costs, and ESG compliance challenges are some of the main challenges facing businesses in Slovakia at the moment, according to CMS Partner Sona Hankova.

“The new consolidation package for public finances, which was adopted in October 2024, introduces a range of measures designed to improve the state of public finances,” Hankova begins. She reports that the tax legislation will see significant changes. “Perhaps the most notable is the new “financial transaction tax,” set to begin in April 2025,” she explains. “It applies broadly to businesses, including individual entrepreneurs, and covers financial transactions resulting in debiting the entrepreneur’s bank account such as payments of invoices, loan installments, and use of payment cards. Law provides for further rules and exceptions.”

Hankova reports that “companies are busy recalculating costs and exploring ways to optimize payments. For some, this could mean significant additional expenses annually. There’s also concern about the potential resurgence of cash payments to optimize these taxes.” Beyond that, Hankova says that there’s widespread anxiety in the business community about how this will affect their operations, particularly given that “it’s essentially an additional tax on the use of funds which have been already taxed by income tax.” 

In addition to these changes, there was also a major shift in VAT rates. “The basic VAT rate is rising from 20% to 23%. Two reduced VAT rates of 19%, instead of 10%, and 5% will apply; change in VAT rate has already led to a short-term rush in construction and real estate transactions,“ Hankova says. “On the corporate income tax side, there’s a new tiered system: legal entities earning over EUR 5 million will face a higher tax rate of 24%, while legal entities earning up to EUR 100,000 will have a reduced rate of 10% instead of the current 15%.” However, “individual entrepreneurs earning up to EUR 100,000 will continue to pay a 15% tax rate. The taxation of dividends on profits for individuals is being lowered from 10% to 7%. This incentivizes many individual entrepreneurs to restructure their operations into LLCs,” Hankova explains.

Shifting gears to focus on labor costs, Hankova stresses that this is “another challenging area. As of January 1, the minimum wage is increasing from EUR 750 to EUR 816, which further pressures businesses already dealing with higher taxes. Many companies are restructuring labor costs to adapt.”

At the same time, businesses are grappling with ESG compliance. “Large businesses are required to issue their first ESG reports for the year 2024, and other businesses will follow gradually each year by 2028. Even suppliers not directly required to report are feeling the impact, as their clients demand compliance to maintain relationships,” she says. “This is a transformative shift, and businesses are investing substantial time and resources to meet these requirements.”

Furthermore, Hankova says that there have also been movements having to do with energy and healthcare. “We’re awaiting government decisions on targeted subsidies for households struggling with rising energy costs. Likely, due to lack of time, the subsidies will be general as was the case last year. Additionally, Slovakia is exploring financing options for a new nuclear reactor, inspired by similar projects in the Czech Republic.” In healthcare, she notes an “ongoing debate about privatizing traditionally non-profit public hospitals, which could attract private investors but is controversial.” Moreover, the sector “faces mass termination notices from doctors highlighting long-standing issues with wages, working conditions, and resource allocation.” 

Finally, Hankova says there are signs of optimism and wishes for stability in the region. Despite challenges, Slovakia has become an attractive relocation destination for Ukrainian entrepreneurs. “Many businesses remain optimistic and are rethinking strategies to adapt.”

Renatus Kollar and Lucia Raimanova have been appointed as Co-Managing Partners of A&O Shearman’s Bratislava Office.

Kollar and Raimanova take the helm of the office following the passing of former Managing Partner Martin Magal. As A&O Shearman puts it, Magal’s “contributions to the firm will be remembered with deep gratitude.”

Kollar has been with the firm since 2002, first as an Associate between 2002 and 2007, then as a Senior Associate between 2007 and 2011, and as a Partner since 2011.

“I am honored to step into this role alongside Lucia and to build upon the legacy that Martin left behind,” Kollar commented. “His dedication and vision have set a strong foundation, and we are committed to continuing that work with our market-leading team here in Bratislava. Partnering with Lucia in leading the office is a great privilege.” 

Raimanova joined the firm in 2004 as a Senior Associate and was promoted to Counsel in 2016 before becoming Partner in 2021.

“Renatus and I have a shared vision for growth, innovation, and client excellence, and I am excited to collaborate closely with him and our talented team, which comprises 25 lawyers, including five counsel, as we work to achieve new milestones,” added Raimanova.

Martin Jurecko has joined CMS as a Partner in its Bratislava office’s Real Estate practice.

According to CMS, Jurecko has “over 20 years experience advising clients on real estate and construction, corporate and M&A, and banking and finance law. His other areas of expertise include commercial and disputes law.”

Before the move, Jurecko was a Co-Owner of MCL Law Firm, between 2017 and 2024. Earlier, he was a Partner with Havel & Partners legacy firm Havel, Holasek & Partners between 2013 and 2017. Earlier still, he was a Senior Associate with White & Case between 2004 and 2013. He began his career with Krivak & Co, where he was an Associate between 2002 and 2004.

“I am very excited to join CMS in Bratislava and contribute to the firm’s growth,” said Jurecko. “The firm is well-known for its strength in real estate and other core sectors across Europe, and I look forward to collaborating with CMS colleagues across the region to help supercharge both its real estate offering and broader capabilities in Bratislava.”

“We are delighted to welcome Martin to CMS,” commented Bratislava office Managing Partner Juraj Fuska. “His deep experience in real estate, combined with his broad knowledge across M&A, banking and finance, and other key practices, complements our current offering in Bratislava and will enhance the services we deliver to clients.”

“Martin’s arrival is a significant step in the continued growth of our CEE Real Estate practice,” added Head of CEE Real Estate and Construction Lukas Hejduk. “As the demand for real estate expertise continues to rise in key markets across CEE, including Slovakia, Martin’s extensive expertise and strategic insights will play a key role in expanding our capabilities and helping clients navigate the dynamic landscape.”

Ments has launched a new Dispute Resolution practice in Slovakia with the addition of Counsel Tomas Langer and Associate Anna Kocurova.

According to Ments, the new Head of Dispute Resolution Langer “brings over 18 years of experience in litigation, with a particular focus on intellectual property, media, advertising, real estate, and corporate law.”

Before joining Ments, Langer was a Counsel with MCL between 2022 and 2024. Earlier, he was a Senior Associate with the Paul Q law firm between 2007 and 2022.

“I am honored to join Ments and take on the challenge of building and enhancing our dispute resolution practice,” said Langer. “I look forward to the opportunities and challenges ahead.”

“We are thrilled that Tomas has chosen to join us as our new Counsel, leading the growth of our dispute resolution practice,” commented Partner Lukas Michalik. “His depth of expertise in litigation and strategic dispute resolution will be invaluable as we establish Ments as a top choice for complex litigation matters. We are also happy that he is joined by his former colleague Anna, who worked alongside Tomas on many matters.”