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Our Experience

The Company & Commercial practice of Conybeare Solicitors is recognised and relied upon by a wide variety of clients for their honest and no-nonsense approach of getting quickly to the heart of the issue, fully understanding it and then delivering pragmatic advice in plain and simple language. Their growing reputation often sees them working alongside or in place of international or leading independent law firms.

Our Commercial expertise has been gained over many years and across a number of market sectors.

Company & Commercial – Contract Interpretation – Germany

We acted for our German Oil & Gas client company in undertaking a detailed legal review and contractual interpretation of an existing JOA governed under English law relating to a proposed exclusive operation and the extent of the subject area permitted to be obtained under the JOA and recording the same in a detailed memorandum of advice.

Company & Commercial – Termination of Joint Venture – Hungary

We acted for our client company on the successful negotiation and sale of a commercial real estate interest in Hungary. The transaction required waivers of statutory pre-emption rights held by the relevant Hungarian authorities.

Company & Commercial – Shareholders Agreement – Czech Republic / Slovakia

We acted for our client company on the successful negotiation and sale of a commercial real estate interest in Hungary. The transaction required waivers of statutory pre-emption rights held by the relevant Hungarian authorities.

Company & Commercial – Shareholders Agreement – Cyprus

We acted for our client shareholder on the successful negotiation and execution of a shareholders’ agreement relating to the client’s interest in a Cyprus company which in turn held an investment in a Hungarian trading company. The transaction involved corporate legal advice from local counsel in Cyprus.

Company & Commercial – I.T. Outsourcing Contract – Hungary, Bulgaria and Greece

We acted as special counsel to a Hungarian law firm on matters of English law arising in their client’s negotiations relating to an I.T. outsourcing contract, with a particular focus on contractual and tortious liability and indemnification issues.

Company & Commercial – Intra-Group Restructuring – Austria / Hungary

We acted as legal counsel in connection with an intra-group restructuring of our Austrian client’s group ownership of its Hungarian subsidiaries, interposing a new holding company to hold its Hungarian interests as well as associated corporate and commercial agreements being assigned and novated. This involved liaising with tax advisers as well as in-house legal and finance departments on re-structuring of existing intra-group financing as well as corporate governance issues and policies relating to management code of conduct and supervisory board operations.

Company & Commercial – Shareholders Agreement – Hungary and Austria

We advised our Austrian Oil & Gas client in relation to various issues arising in the operation of their joint operating company covering decision making, corporate governance and financing.

Company & Commercial – International Supply of Goods & Services – Hungary and Indonesia

We provided English law advice and assistance to our Hungarian corporate client in connection with their contract for the supply of proprietary waste water technology equipment and supporting professional services in relation to a mixed use development project in Indonesia.

Company & Commercial – Business Development Agreement – Hong Kong, China & Hungary

We assisted our corporate client in the drafting and execution of a business development agreement relating to their proposed introduction of and co-operation for the provision of specialist water treatment facilities to private and public developments in China.

Company & Commercial – Shareholders Agreement – Hungary / Central Europe

We negotiated, drafted and executed a shareholders’ agreement for our Oil & Gas client relating to an investment by a Hungarian public oil company in an incorporated joint venture (Joint Operating Company) for the exploration and production of a Hungarian exploration license. The shareholders agreement included specialist provisions accommodating AIPN International Joint Operating Agreement principles duly adapted for Hungarian corporate, accounting and tax regulations.

Company & Commercial – Shareholders Agreement – Hungary / Netherlands

We negotiated, drafted and executed a shareholders’ agreement for our Oil & Gas client relating to an incorporated joint venture for exploration and production in and from a Hungarian exploration license and various production licenses. The shareholders agreement included specialist provisions accommodating AIPN International Joint Operating Agreement principles duly adapted for Hungarian corporate, accounting and tax regulations.

Company & Commercial – Co-Operation Agreement – UK / US / Hungary

We assisted our client in the drafting and execution of an agreement with a major UK infrastructure provider relating to their proposed co-operation for provision of specialist water treatment facilities to private and public developments in the UK.

Company & Commercial – Non-Disclosure & Non-Compete Agreement – Hungary / India

We drafted and reviewed a non-disclosure and non-compete agreement for our Hungarian client relating to the proposed manufacture and distribution of specialist elements of its patented waste water treatment products by an Indian engineering and manufacturing company.

Company & Commercial – Purchase & Supply Contract – Hungary / Indonesia

We assisted our client in the negotiation, drafting and execution of a purchase and supply contract for the provision of waster water treatment facilities and ancillary design and engineering services with an Indonesian subsidiary of leading Japanese industrial developer in relation to a number of projects it is completing in Indonesia.

Company & Commercial – Group Restructuring – Hungary / Cyprus / USA / Bahamas

We assisted our client in the proposed re-structuring of its complex private group structure to allow for the exit of a founder shareholder. The re-structuring involved both civil and common law jurisdictions and was heavily influenced by applicable tax legislation and double-taxation treaties as well as negotiations and execution of amendments to a number of investment agreements and related agreements.

Company & Commercial – Corporate Restructuring – Hungary / Cyprus / Seychelles / USA

We advised the shareholder-management of a Hungarian group of private companies in a complex restructuring to provide the group with a US holding company structure to facilitate a further round of investment as they seek to expand their international footprint and to ready themselves for further growth.

Company & Commercial – New Company – UK

We acted for the sole shareholder on the incorporation of a new private company limited by shares and the drafting of bespoke articles of association to create 2 classes of shares, being one for the founder and one for employees, who were to be rewarded and incentivised by being awarded an ownership in the company. There were strict conditions attached the shares including rights of forfeiture in certain circumstances.

Company & Commercial – Distribution Agreement – Hungary

We assisted a team of Hungarian lawyers whose client was an internationally renowned personal healthcare company on the disposal of its Hungarian distributor as part of the client’s worldwide disposal which was managed and executed by the client’s lead counsel in the UK.

Company & Commercial – Corporate Demerger – Hungary

We undertook the project management of a team of Hungarian lawyers on the complex corporate demerger of a Hungarian company into 4 separate demerged companies as a means to re-structure ongoing exploration and production operations in numerous exploration and production licenses with different joint operating agreement (JOA) partners.

Company & Commercial – Land Title Insurance – Slovakia / Austria

We advised a leading Austrian commercial property developer on a land title insurance policy issued by a UK insurer in relation to its acquisition of a mixed use development site in Bratislava, Slovakia requiring demolition and a new build project.

Company & Commercial – Commercial Contracts – Ukraine / India / Hungary / South Africa / Netherlands / Australia

We assisted a Hungarian law firm by leading the extensive negotiations and execution of a master services agreement with an internationally renowned project management and engineering company for a feasibility study to design, build and operate a titanium processing plant in India, which was concluded under English law. Subsequent to this agreement there were a series of ancillary service contracts negotiated and executed with service providers from across the world, all of whom were direct contractors of the client company. The aggregate purchase value of the contracts was in excess of USD 100m.

Company & Commercial – Commercial Contracts – Czech Republic / Uganda / Congo

We acted for the Czech subsidiary of a leading Russian cellular telecoms provider in connection with the review of a number of high value contracts for the installation, operation and maintenance of cellular telecommunications equipment and software in Uganda and Congo and the subsequent detailed advice relating to a dispute with counterparties and other sub-contractors.

Company & Commercial – Corporate Restructuring – Hungary / Cyprus

Advised on the share swap between a Hungarian company and a Cyprus to provide a tax-optimised group structure for ongoing ownership of a group of private companies.

Company & Commercial – Exclusive Distribution Agreement – UK / BVI / Middle East

We advised a British managed BVI client company on the negotiations and drafting of an exclusive distribution agreement relating to tethered hot-air balloons to be used for marketing and advertising purposes in the Gulf States.

Company & Commercial – Master Services Agreement – UK / South Africa

We assisted our UK client in extensive negotiations lasting over 12 months for the execution of a detailed high value master services agreement with a leading South African banking group for the provision of various software consulting services including trouble-shooting, software development and licensing of proprietary software, and subsequent transaction-specific agreements with the banking client, as well as a range of sub-contractor agreements, confidentiality and non-disclosure agreements and the assignment of intellectual property rights.

Company & Commercial – Distribution Agreements – EU / North and South America / Australia / New Zealand

We acted alongside the Paris office of a leading UK law firm in connection with a Hungarian company awarding new exclusive and country specific distribution rights relating to the importation and sale of premium Hungarian oak casks, the agreements for which were potentially subject to EU competition regulations.

Company & Commercial – Directors & Secretaries – UK

We have advised and assisted directors and company secretaries in better understanding their statutory and common law duties and obligations, including the relationship between directors, the company and shareholders, as well as issues such as information to be provided to shareholders, compliance with legislative provisions, breaches of Companies Act provisions resulting in prosecution by the Registrar of Companies, negotiations and settlement of disputes between co-directors.

Company & Commercial – Partnership Agreement – UK

We advised the founding members of a limited liability partnership (LLP) on their partnership/members’ agreement in place of the statutory provisions of the Companies Act.

Company & Commercial – Shareholders’ Agreement – UK

We have significant experience in the negotiation, drafting, review and conclusion of shareholders agreements covering both simple and complex requirements.

Company & Commercial – Sales Consulting / Agency Agreement – Hungary | UK

We acted for a Hungarian company on the drafting of a business consulting and sales agency agreement to be executed with a UK company for services relating to the introduction of new business opportunities to be provided in the Asia Pacific region.

Company & Commercial – Corporate Re-organisation – Cayman Islands / Hungary / Turkey

We acted as special counsel to a Hungarian law firm, whose NASDAQ listed oil & gas client required an intra-group ownership re-organisation concerning its Hungarian registered intermediate holding company and its Cayman Islands registered subsidiary prior to the sale of the parent’s sale of producing assets in Turkey to a Scandinavian purchaser, which involved the review and analysis of legal, tax and financial issues impacting on the sale.

Company & Commercial – Letter of Intent – Hungary / Ireland / USA

We worked with Hungarian legal counsel for a specialist company providing lottery equipment and services in connection with their proposed agreement with a state lottery company, involving extensive negotiations and drafting of a detailed and legally-binding letter of intent with strict confidentiality provisions.

Company & Commercial – Dispute Resolution – UK / France / Romania / Slovakia

We have assisted both corporate and individual clients in relation to issues arising out of their contractual arrangements, some of which were negotiated and others which were standard terms applicable on ordering/purchasing goods and services, including assessment of economic viability of pursuing or defending legal action as well as alternative means of settlement by way of arbitration and mediation.

Company & Commercial – Shareholders – UK

We have advised both minority and majority shareholders in private companies in relation to their legal and contractual position arising under the articles of association, shareholders’ agreements and applicable laws and legislation, including conduct amounting to unfair prejudice on minority shareholders, validity of shareholder resolutions and legal relationships with companies.

Company & Commercial – Terms of Business – UK

We drafted a bespoke set of terms and conditions for the supply of services by a client company operating in the business advisory and strategy consulting market where fees were paid partially based on meeting success criteria.