Holding Restructuring and Minority Shareholder Exit

An engineering company specializing in lightning protection systems and grounding device design needed to remove a minority shareholder — an EU citizen — from its Czech Republic holding. For a year and a half, the shareholder had been disengaged from operations and showed no interest in the business. His continued presence on the register blocked a planned restructuring and rebranding of the entire holding. The client needed clear options for transferring his shares to other parties within the group, a full assessment of legal and tax implications, and end-to-end execution support — before committing to the broader restructuring program.

We structured two exit scenarios and delivered full execution support for the chosen path:

1. Options analysis — developed two routes for removing the foreign shareholder: a share purchase agreement between the shareholder and the holding's parent company followed by a merger, or liquidation of the entity.
2. Joint decision — walked the client through the legal, tax, and timing trade-offs of each route, and aligned on the share-purchase-plus-merger path as the cleaner fit for the planned rebranding.
3. Share transfer — drafted and negotiated the share purchase agreement between the EU shareholder and the parent company, securing exit on terms compatible with the holding's structure.
4. Merger execution — implemented the subsequent merger of the operating company into the parent, completing the restructuring of the shareholder composition.