CORPORATE LAW

At ZT Legal Group, we offer advisory services not only for standard corporate law matters but also for complex corporate legal issues. We focus on creating solutions that are both value-adding and practical for our clients. Additionally, we act as ongoing advisors for many clients on general corporate law issues, including the establishment of new companies.

We advise a wide range of small, medium, and large owner-managed businesses and have extensive experience with the unique advantages and challenges these types of companies face, both in day-to-day operations and management as well as in ownership and succession planning.

Our expertise includes advising on various business structures and collaborations, such as:

• Corporations and Limited Liability Companies
• Start-up Companies
• Partnerships
• Limited Partnerships
• Limited Liability Partnerships
• Business Trusts
• Cooperative Associations and Voluntary Chain Collaborations
• Joint Ventures
• Business Associations

Our advisory services cover a range of topics, including:

• Selection of business structure and establishment of companies and branches
• Preparation and negotiation of shareholder agreements
• Corporate restructuring and reorganization (mergers, demergers, conversions, etc.)
• Capital changes
• Preparation and execution of succession planning
• Board of directors advisory, including board advisory services
• Incentive programs and stock-based compensation
• Liquidation and dissolution
• Management issues, including director responsibilities

CONTRACT LAW

Entering into contracts can involve significant financial values and/or specific conditions and prerequisites that need to be addressed. All our specialists have many years of experience in contract drafting within their respective fields.

Regardless of the area the contract pertains to, our advisory services can cover all stages of the contract’s lifecycle, including:

• Preliminary analysis of specific legal and business considerations within the relevant area
• Needs and prerequisite analysis for the client
• Preparation for negotiations, including proposals and synopses for the process and contract content
• Initial/preparatory communication with other contracting parties
• Actual contract negotiation
• Drafting contract proposals or reviewing/editing existing drafts and continuously incorporating negotiation outcomes
• Drafting the final contract
• Formal execution of the contract, including signing and checking formalities
• Follow-up and project assistance during the contract term
• Handling any disputes and breach situations

ASSOCIATION LAW

An association is a group of individuals united for a common purpose. The highest authority is typically a general assembly where all members can participate and vote.

The right to freely form associations is protected by law. Generally, you decide whether to join an association, but in certain types, like homeowner associations and condominium associations, membership may be mandatory.

ZT Legal Group can provide advice on the specific rules governing the formation, registration, and operation of associations internationally, and assist in developing and restructuring activities as well as advising on organizational and financial aspects of associations.

THE STATUTES ARE KEY

Association rules are based on common practices in associations. Each association has the freedom to set its own rules, meaning the statutes determine the governing principles. Therefore, it is crucial to ensure that the association has clear statutes that address potential issues and conflicts within the organization.

Members are obligated to follow the association’s statutes and the legal decisions made during regular and extraordinary general assemblies.

FOUNDATIONS AND ASSOCIATIONS

Internationally, it is common to establish a foundation in connection with an association. The foundation supports the association’s activities with funds from business operations, investments, and donations. Establishing a foundation ensures a clear separation between the commercial activities of the foundation and the cultural, sports, or other activities of the association.

EMPLOYMENT LAW

It is crucial that an employment contract is as comprehensive as possible, as it forms the basis of the relationship between the employee and the employer. An employment contract must at least meet the minimum legal requirements to avoid potential compensation claims. It is particularly important that the contract includes clear information about salary, working hours, and notice periods.

As specialists in employment law, we can advise you on how to draft the optimal contract. Additionally, we can guide you on when to include non-compete clauses, customer protection clauses, or other specific agreements.

COMPENSATION LAW

At ZT Legal Group, we advise private individuals on matters of compensation law.

There can be many reasons why you might need legal assistance in compensation cases as a private person. If an unfortunate event occurs, it is crucial to quickly assess any potential loss and minimize it as much as possible. Seeking our advice can provide peace of mind while our advisors manage the situation.

Compensation Advice:

If you have been involved in an accident or experienced damage to your property, we advise you on the potential compensation you are entitled to, whether it involves personal injury or property damage. We guide you on whether to accept or reject the insurance company’s compensation offer.

We provide legal assistance throughout the entire process, including any potential lawsuits.

Our advisory services include:

• Compensation in real estate transactions: We advise on your rights against the real estate agent if you are the seller. If you are the buyer, we help with issues related to the property inspector’s condition and electrical reports, or disputes with the seller, including home warranty insurance.
• Workplace injuries: If you are injured during work hours.
• Traffic accidents: If you are injured in a traffic accident and the insurance company needs to compensate you, it is crucial to receive the right advice.
• Other compensation and insurance cases where you have suffered injury or financial loss.

DEBT COLLECTION

At ZT Legal Group, we provide comprehensive debt collection services tailored to meet international standards. Effective debt recovery is essential for maintaining cash flow and financial stability, and our team of experts is dedicated to helping you achieve that.

Our Debt Collection Services Include:

• Initial Assessment and Strategy: We begin by analyzing the debtor’s situation and developing a tailored strategy to maximize recovery.
• Communication and Negotiation: Our team engages in professional communication and negotiation with debtors to encourage voluntary repayment.
• Legal Proceedings: If necessary, we initiate legal action to recover the debt, ensuring compliance with international laws and regulations.
• Enforcement of Judgments: We assist in enforcing judgments across borders, utilizing international treaties and agreements to ensure successful debt recovery.
• Debt Restructuring: We offer solutions for debt restructuring, helping both creditors and debtors reach amicable agreements.
• Credit Risk Management: We advise on best practices for credit risk management to prevent future bad debts.

Why Choose ZT Legal Group?

• International Expertise: Our team is well-versed in international debt collection laws and practices.
• Professional Approach: We handle each case with professionalism, ensuring your interests are protected at all times.
• Comprehensive Support: From initial assessment to enforcement, we provide full support throughout the debt collection process.
• Ethical Standards: We adhere to high ethical standards, ensuring respectful and fair treatment of all parties involved.

Whether you are dealing with a local or international debtor, ZT Legal Group is equipped to assist you in recovering what is rightfully yours. Contact us for more information or to discuss your specific needs.

COMMERCIAL LEASE LAW

Commercial lease law is complex, and failing to adhere to it precisely can have significant financial consequences for both landlords and tenants. Therefore, thorough due diligence should be conducted before signing any lease agreement to avoid legal pitfalls.

Our specialized advisors have extensive experience in all aspects of commercial lease law and can provide expert advice to both landlords and tenants, whether they are public, private, or international entities.

Combining our experience and legal expertise allows us to navigate the complexities of commercial lease law and secure the most advantageous business and legal leasing terms for our clients in any given situation.

We advise both landlords and tenants on:

• All types of commercial lease agreements, including headquarters contracts and specifications for the layout of the leased premises
• Sale and leaseback transactions
• Due diligence
• Lease and management agreements, including those for hotels and restaurants
• All matters related to shopping center leases
• Lease agreements in connection with project development cases
• Assignment of (retail) leases
• Subleasing
• Franchise agreements
• Acquisition and operation of rental properties
• Planning and other public law issues related to the use of the leased premises
• Renovations of properties/leases and related requirements
• Rent adjustments, including agreed adjustments, market rent adjustments, tax and fee adjustments, and improvement increases
• Consumption and operating accounts
• Termination cases
• Business protection with claims for compensation and goodwill compensation upon landlord termination
• Deficiency cases upon taking possession of the lease, during the lease term, and upon termination
• Move-out inspections
• Dispute resolution, including mediation, arbitration, and litigation
• Registration and deregistration of lease contracts
• Residential lease law
• Mandatory offer requirements under lease law

BOARD WORK

The right board of directors is invaluable.

A board, whether for a large or small company, is responsible for the strategic management and financial oversight of the company – and also has the ongoing task of evaluating the management. Therefore, it is crucial to have the right members on the board – those who add long-term value.

Effective Board Members Ask Critical Questions

With a ZT Legal Group lawyer on your board, you ensure that your company takes only calculated risks and achieves its strategic business goals. A good board is active and engaged in the company’s vision, but it must also be able to ask tough questions at the right times – and our experienced lawyers can and do fulfill this role.

For small and medium-sized companies, it can be particularly attractive to use the company’s legal advisor as a board member. This individual is already a trusted advisor who knows the company intimately and is regularly consulted.

A lawyer who serves both as a board member and as the company’s attorney can be a good, cost-effective, and reliable solution for many businesses. The lawyer’s background allows them to easily identify feasible and legal solutions.

Benefit from the Lawyer’s Specialized Knowledge

Many lawyers are chosen for boards because they have special knowledge of a specific industry, a particular legal discipline, or have specialized in specific types of businesses, such as startups or distressed companies. With a skilled lawyer by your side, you gain an advisor with specialized knowledge who can assist with all major business decisions.

BUSINESS TRANSFER

At ZT Legal Group, we advise both domestic and international businesses on all relevant aspects of business transfers. We assist both buyers and sellers of companies, regardless of their size. Our goal is to ensure that our clients navigate the process of buying or selling a business smoothly and confidently.

Key Considerations in Business Transfers

There are numerous legal factors to consider in a business transfer, whether it involves a large or small company.

Due Diligence and Negotiations

Buyers often perform a due diligence review of the company’s documents and legal status or require the seller to provide warranties on key aspects. At ZT Legal Group, we guide you through the entire due diligence process and can participate in negotiations, including valuation and the determination of terms and conditions.

Asset Purchase vs. Share Purchase

It’s crucial to determine whether the transfer will involve the acquisition of the company’s shares or its assets. From the seller’s perspective, the tax implications need to be clarified early to structure the most advantageous transfer method. This should be established before entering negotiations with the buyer.

Tax Implications

When representing buyers, we focus on the tax implications of the transfer to ensure the buyer is in the most favorable tax position. Ownership structure and group taxation are also important considerations during buyer advisory.

Impact on Existing Contracts

It’s important to be aware of the impact on existing contracts with customers and partners, as many contracts contain clauses that allow termination in the event of a change in ownership.

Employee Considerations

Employee rights and terms of employment from the original employer must be considered. Buyers should note that employees are protected under business transfer laws, though there is significant contractual freedom in this area.

Sale Price

The sale price is a critical aspect for both parties. It impacts taxation, and if the buyer and seller have no common interest, it is assumed that the price reflects the market value. If there are overlapping interests, such as in family transfers, tax authorities may adjust the price to reflect market value.

Comprehensive Legal Expertise

Business transfers require in-depth knowledge of various legal fields. To provide our clients with the best advice, we often collaborate with external specialists who are experts in their respective areas.

Collaborative Approach

Our experience shows that a successful business transfer should be conducted in close cooperation with the company, its management, owners, and usual advisors, especially accountants.

TAX LAW

Tax law is exceptionally complex, and we offer advisory services to both businesses and individuals. Our extensive experience with tax issues allows us to assist in various areas, including:

Major Shareholders

Major shareholders often come under scrutiny by tax authorities, particularly regarding transactions between the shareholder and the company. It is essential that the owner structures these transactions properly to avoid unexpected tax increases. A key piece of advice for major shareholders is: “Always consult your advisor before making decisions.”

If tax authorities raise concerns about transactions between the shareholder and the company, we can assist in achieving the best possible resolution.

Restructuring

Our long-standing experience enables us to develop sustainable solutions for tax-optimized business restructuring. We conduct the restructuring in close collaboration with the company and its accountant, following a roadmap we prepare to ensure compliance with deadlines and obtain any necessary approvals for tax-free restructuring.

Succession Planning

Initiating a succession plan well in advance is crucial to accommodate individual preferences from the outset. We have many years of experience in planning successions for both the outgoing and incoming owners, allowing us to present various models to achieve the desired outcome after thorough discussions.

Stock-Based Compensation – General and Individual Plans

Stock-based compensation plans can strengthen the ties between key employees and the company. We can also design more general plans for all employees. We provide assistance in establishing both individual and general stock compensation plans.

International Tax

Globalization has increased the exchange of services and goods between companies and international partners. While businesses choose the most appropriate structure for international collaborations from a business standpoint, good planning also considers tax aspects and requires knowledge of foreign tax regulations. We leverage our extensive international network to provide this guidance.

Appeals on Taxes, VAT, and Duties

With our deep understanding of the tax system, our legal and practical expertise, combined with familiarity with the system, provides a solid foundation for handling appeals. We ensure competent representation in tax-related disputes.

PROCUREMENT LAW

At ZT Legal Group, we guide our clients safely through the complexities of procurement law, whether they are bidders, public authorities, or institutions. Our advisory services encompass both national and EU procurement regulations.

Procurement law is a multifaceted legal field involving various regulatory frameworks, procurement rules, tender laws, and procurement directives. Our legal advice provides clarity throughout the entire procurement process.

ZT Legal Group assists with advice in areas such as:

• Determining procurement obligations
• Reviewing and verifying procurement conditions
• Advising on procurement procedures and processes
• Evaluating bids
• Drafting contracts
• Ensuring transparency and access to information
• Representing clients in procurement complaint boards
• Preparing procurement documents

Preparation of Procurement Documents

ZT Legal Group assists clients in preparing procurement documents in compliance with current procurement regulations. We also provide comprehensive advice on the entire procurement process to ensure that the client ultimately selects the bidder that best meets the criteria set out in the procurement documents.

Preparation of Tender Documents

For clients submitting bids, ZT Legal Group offers end-to-end advisory services. This includes reviewing the procurement documents, providing legal advice on content, and drafting and reviewing the final tender documents and materials. This ensures that our clients’ submissions are complete and compliant with all requirements specified in the procurement documents.