1. Key elements of strengthening commercial law framework in Slovakia
Igor Pálka
Allen & Overy Bratislava, s.r.o.

2. Key elements Overall harmonisation with EU laws – a must
Corporate governance
Start-up formalities
Security reform
Insolvency reform
Judicial system – reform it first

3. Corporate governance EU company law directives
Capital protection measures
Related parties transactions
Financial assistance
Shareholders’ rights
Public access to key corporate documents
Securities law
Directors’ liabilities

4. Start-up formalities Deadlines for registrations – five business days
Introduction of registration forms
Detailed rules for enclosures
Limited (formal) examination of forms
Examination done by clerical staff

5. Security reform (a revolution)
Extensive definition of collateral (future assets)
Non-possessory charges
Public register of charges
Out-of-court enforcement
Removal of unjustified priorities
Access to debt financing
But the credit risk officers point to insolvency …

6. Insolvency reform More protection of each creditor’s interests
Closing the “liability loop”
Specifically refining rights of a secured creditor
Giving the insolvent a chance – restructuring
Bankruptcy – proceeds, speed, costs
Institutionalisation of trustee’s profession

7. More protection of each creditor’s interest in:
the maximum satisfaction
quick, efficient and impartial resolution of the bankrupt’s situation
protection of its pre-bankruptcy position
protection against preferential treatment of other creditors
control of disposals of assets in which it has an economic stake
professional care of the trustee as a manager of the creditor’s stake

8. Closing the “liability loop”
liability of the debtor and debtor directors’ liability
liability of the trustee
liability of the creditor
creditor directors’ liability vis-à-vis shareholders of the creditor

9. Refining the rights of a secured creditor
recognition of his own and separate estate
no cross-subsidies between estates
improved control over realisation
prompt release of the realisation proceeds

10. Giving the insolvent a chance - restructuring
conditions:
business could be operated as a going concern
better satisfaction of creditors reasonably expected
a professional opinion about satisfaction of conditions being an "entry ticket"
trust of creditors in the bankrupt and in the restructuring plan plays critical role
open options of the plan without any limits
"fresh money" – super priority

11. Bankruptcy – proceeds, speed, costs
professional care when realising and administering assets under the supervision of creditors
the trustee instead of a court at the helm of the process; court supervising and deciding within law
trustee’s expenditure to be reasonable
trustee must always act in a justified manner
laws should motivate the trustee to be interested in winning creditors’ confidence by professional conduct and good results