Kapolyi Law Firm

For more than a quarter of a century, we have been assisting economic actors with our legal expertise and experience, always putting business first. We provide first-quality and personalized legal services.

We believe that we can best serve our domestic and international clients with a flexible approach and efficient, practical solutions.

In addition to our market-leading banking, finance, and capital markets team, we provide a full range of commercial legal services. Moreover we are always ready to support international and cross-border transactions, working together with our foreign partner law firms.

Kapolyi Law Firm’s team is also available to clients in English, German, French, and Spanish.

Our legal services includeextensive support for business activities of market players activein the capital markets, including: the development of new products, assistance in the preparationand review of company policiesand other organizational documents.

Our Firm disposes of considerable expertise and experience in establishing publiclimited companies and supporting their daily operation. As a legal advisor and representative, we regularly participate in the publicand private issuing of securitiesof different types.

We undertake the preparation of listings and announcements required for publicofferings, the provision of legal assistance related to the admission to regulated markets, and the registration of multilateral tradingplatforms.Kapolyi Law Firm assists in the establishment of investmentservice providers and investmentfund managers, supports their daily operations, and is engaged in the establishment, transformation, and termination of various investmentfunds. Our Firm provides legalsupport to cross-border services and full-scope legal representation to its clients in the related licensing and other procedures before the National Bank of Hungary.

We have comprehensive knowledge of customer portfolio transfer procedures and the implementation of various capital market-related business transactions, including publicbids, procedures for acquisitionsin capital-market institutions, aswell as other personal licensing procedures.

Viktor KREZINGER

Partner/ Head Of CapitalMarkets Practice Group

+36 20 371 8596

[email protected]

The real estate practice of Kapolyi Law Firm provides a full scope of legal services necessary for the successful implementation of complex real estate transactions, including preparatory and duediligence phase tasks, advising on transaction vehicles and structuring preparation and negotiating of sale and purchase contracts in acquisition deals, as well as dealing with design and construction contracts of major scale commercial property developments.

Our team also deals with asset management contracts, commercial lease arrangements, hotel management contracts, and regulatory matters, i.e. we provide legal representation before the land registry and other authorities. Our clientele consists of reputable foreign and market-leading Hungarian investors, real estate development companies, and real estate investment funds. We provide legal support in relation to transaction mandates, property developments, daily operational matters, as well as rental and regulatory matters of all types and asset classes of commercial real estate.

We have been involved in a number of high-value transactions in the real estate market of Budapest, mainly concerning the purchase or sale of larger office and other commercial (retail) properties, industrial and logistics assets, as well as real estate portfolios with multiple real estate categories. Our team is highly experienced in hotel development and the preparation of hotel management agreements, and we have special expertise in the drafting and negotiating of EPC and other types of design and construction agreements, including FIDIC-based contracts.

In connection with commercial real estate developments, we not only participate in the full elaboration of the legal structure hand-in-hand with the developer, but in many cases, we also handle situations related to claim management and warranty claims, as well as legal issues arising out of insurance events.

Sándor HABÓCZKY

Partner / Head of Real Estate and

Construction Practice Group

+36 30 475 0353

[email protected]

Kapolyi Law Firm regularly provides creditor, as well as borrower-side advice relating to various , local and international credit and loan facilities, including structured-, and project finance transactions (LMA), intra-group financing, M&A, as well as real estate development projects.

Our competence extends to drafting and negotiating the complete collateral structure behind the above transactions, too. In the case of cross-border transactions, we work on a onestop- shop basis, collaborating with the best international law firms.

Our legal services, beyond the above, comprise strong support to the daily business activities of banks and financial institutions, including regulatory and compliance-related matters, such as application for the establishment and operating license of credit institution before the National Bank of Hungary, and matters regulated by the various EBA guidelines, the PSD2, CRR, CRD, the Credit Institutions Act and the Payment Service Providers Act, etc. We have extensive expertise in the licensing of payment service provider and electronic money issuers, as well as of various agents/intermediaries of financial institutions before the National Bank of Hungary.

We pay particular attention to providing comprehensive VC, IP, and regulatory consultation and advisory services to start-ups and fintech companies, including crowdfunding, as well as cryptoassets and related services based on the applicable EU Regulations.

We provide our advice in the Hungarian, English, and French languages.

Balázs József FERENCZY

Head Of Banking & Finance

Practice Group

+36 30 415 9212

[email protected]

Kapolyi Law Firm provides its clients with efficient and first-class services in virtually all areas of company and corporate law, from company formation to termination with or without succession.

From the very first steps, we help our clients choose the most appropriate business form and company structure based on their planned activities and business plans.

Whether we represent the buyer, the seller, or the management, we always provide legal advice tailored to our clients’ business needs in order to best represent their commercial and legal interests.

We have significant experience in all aspects of corporate law, securities and capital markets, corporate governance, compliance, restructuring, and related areas.

In the area of corporate transactions, we have particular expertise in mergers and acquisitions, due diligence, corporate restructuring, and corporate reorganizations.

In addition to company procedures in specific regulated areas, we also act to obtain the necessary regulatory approvals, both for the acquisition of participation and the or for the activities to be carried on.

In close cooperation with the capital markets team, we are involved in the preparation and execution of initial public offerings.

We frequently act as advisers on major Hungarian and Hungarianrelated international transactions and legal due diligence, including M&A, private equity investments, and equity fund transactions, often on behalf of leading (listed) companies and financial institutions. We assist our clients in drafting and negotiating complex commercial agreements related to transactions and in resolving their potential contractual issues.

Máté HÁJAS

Head Of Corporate Law /

M&A Practice Group

+36 30 534 0384

[email protected]

We provide continuous legal advice to our clients on a wide range of individual and collective employment law issues, including drafting managerial senior and middle management and general employment contracts, noncompetition agreements, study contracts, internal labor regulations and collective agreements, and remuneration policies. In addition, we are involved in the establishment of various promotion and incentive schemes, issues relating to secondment, temporary agency work, labor law liability, inventory responsibility, and other internal rules and instructions relating to employment relations.

In this regard, our Firm also effectively assists in the negotiation and settlement of employment termination cases and any labor disputes and litigation, disputes and litigation at any kind both employers and employees. We also have considerable experience in supporting collective redundancy processes.

Our clients that we regularly provide employment law services to include, among others, an indirectly Hungarian State-owned employer, an international company at the forefront of the EU food industry with more than 10,000 employees across Europe; a German-based software development company in the automotive industry; an international client operating luxury hotels in several countries we have a prominent portfolio in providing employment law advice to financial institutions and Hungarian listed brokerage firms.

Zsófia SOMLÓVÁRI

Head of Labor Law

Practice Group

+36 20 373 0113

[email protected]

Our tax law and tax advisory services aim to answer all our clients’ tax problems. Accordingly, we advise our clients on the tax aspects of their transactions and represent them in tax disputes before tax authorities and the courts.

We have extensive experience in transactional advisory matters, including commercial real estate transactions, M&A and corporate restructuring, securities offerings, and financing transactions. Our clients include both Hungarian and international financial institutions, investment funds and corporate groups.

In our transaction advisory services, we help to find the optimal structure of a transaction from a tax point of view, perform tax due diligence of the target to identify tax risks and advise on the proper treatment of tax-relevant elements of the transaction documentation.

We have considerable experience in tax litigation. In the past, we have successfully represented our clients in tax audits and tax litigation before the courts, reaching the cancellation of severe penalties imposed against our clients.

As part of our ongoing advisory service, we advise our contracted clients on tax issues arising in connection with their day-to day operations, including tax issues arising in connection with employees employed in Hungary by foreign employers.

We also provide tax advice as part of our wealth planning service.

Balázs KÁNTOR

Partner/ Head of Tax

+ 36 20 929 4549

[email protected]

The firm Global Immigration Mobility Practice Group has adapted its practice and resources to meet the ever-increasing demands and opportunities, and to provide expertise in a full range of up-to-date services to all institutions, companies and businesses with expatriate staff, as well as to investors, digital nomads andprivate individuals, in regulatory, administrative, business planning and advisory matters.

Kapolyi Law Firm provides comprehensive relocation and mobility assistance to our clients in all areas in cooperation with our external national and international experts. Our trusted partners and prepared colleagues are on hand to provide the highest standards of complex services. Our highly experienced team advises, represents, and strategizes with individuals on complex residency by investment, visa, citizenship/ nationality and other international mobility issues. Our firm assists, oversees and advises multinational companies on the mobilisation of key personnel around the globe, including executive transfers and outsourcing, as well as the implementation and impact of global reorganisations. Our focus is on developing global solutions that are locally compliant and provide a satisfactory solution to the emerging and changing needs of our clients. As a one-stop shop, we offer a complete range of services relating to all aspects of relocation and mobility, whether it be immigration, integration, property services, corporate, regulatory or any other related matter.

Martin GORTVA

Head of Global Immigration

& Mobility Practice Group

+36 30 562 9015

[email protected]

Trusts are a relatively new legal institution in the Hungarian legal system, offering our clients a number of advantages from a legal, business and tax perspective.

Trusts can be particularly advantageous as they can result in significant tax savings both in the transfer of company shares and in the management and operation of assets, while also providin unification and legal protection of personal or family assets. Trusts are also an effective solution for succession planning, as assets are transferred to pre-determined beneficiaries on pre-determined terms, avoiding the complexities of traditional succession.

The experts at Kapolyi Law Firm provide full professional support in all aspects of Trust administration.

We assist our clients in creating the optimal structure for their assets, taking into account their specific needs and objectives. Our services also include advice on corporate structuring, also our experienced lawyers draft trust agreements, ensuring that they comply with all legal requirements and provide the most favourable terms and predictable wealth planning for our clients. We also arrange for the incorporation of trust companies and the registration of trusts in public registers.

As part of our service, our cooperating advisers provide detailed tax advice to help our clients maximize the tax benefits of trusts.

We continue to work with our clients after the trusts have been established, providing ongoing legal support on any matters that arise during the life of the trusts.

Máté HÁJAS

Head Of Corporate Law /

M&A Practice Group

+36 30 534 0384

[email protected]

Kapolyi Law Firm offers full-scope advisory services in the field of intellectual property, including the protection and exploitation of trademarks, copyrights, know-how, and trade secrets. We support clients in structuring and managing IP portfolios, drafting licensing agreements, resolving IP-related disputes, and conducting IP due diligence processes. We are committed to helping clients protect and leverage their intellectual assets both domestically and internationally. Our expertise covers all aspects of IT-related intellectual property, including, among others, proprietary software copyrights.

In the field of Information Technology, we provide comprehensive legal services both for IT service providers and for companies sourcing IT services. We counsel complex system implementation and system integration projects, IT support services agreements, service level agreements, and proprietary license agreements.

We have extensive experience both in multiple-layer framework contracts with statements of work and single service agreements. We advise in domain abuse cases an in IT policy compliance for companies filing for operating licenses in Hungary.

We also provide support with the regulatory compliance of websites.

In the context of data protection, Kapolyi Law Firm provides legal advice in complex data protection compliance and standardization projects for group companies. Furthermore, we assist our clients in the day-to-day improvement and updates of their data registries, privacy policies, privacy notices, legal interest assessments, data protection impact assessments, and their agreements and processes concerning personal data. We advise them on how to optimize their internal organization and enable them to optimally observe regulatory requirements in the field of data protection.

Kitti HUMBERT

Head of IT/ IP/ Data Protection

Practice Group

+36 30 488 0778

[email protected]

Our law firm disposes on decades long experience in commercial law and provide a full range of services for our clients in their commercial transactions and contracts. We had the benefit of representing our clients from both supplier and customer sides in several highscale commercial transactions.

Our legal assistance includes, among others, advising on commercial law (including international trade, transport and freight) transactions or in certain matters concerning commercial law, drafting and reviewing of commercial contracts, contract packages, general terms and conditions and by-laws, participating in negotiations with the clients’ partners in order to develop and negotiate the terms and conditions of the transaction for the best interests of our clients, whereby we follow the transaction till it’s final conclusion.

We provide day-to-day legal support for our clients’ commercial activities as well as effective legal assistance in actions against any kind of infringement or breach of contract related to commercial law or in the enforcement of warranty or insurance claims, both in litigation or out of court as well as in proceedings before public authorities.

In commercial disputes, we place great emphasis on facilitating of their timely and economical settlement in a manner acceptable to both parties; we endeavor to provide legal advice in a way that increases our clients&’ chances of avoiding legal disputes.

We not only assist our clients in developing and negotiating commercial agreements and transactions, drafting contractual documents and resolving problems arising from their contractual relationships, but also provide tailormade tax advice on the specific deal or transaction ensuring that the transaction reflects our clients’ interests not only from commercial but also from tax law perspective.

In the case of cross-border transactions, we work on onestop- shop basis, collaborating with reputable international law firms.

Adrienn MILD

Head of Commercial Law

Practice Group

+36 20 371 9675

[email protected]

Kapolyi Law Firm advises and represents its national and international clients in proceedings before Hungarian ordinary courts - at all levels, even the Curia, including extraordinary remedies and special procedures -, arbitration courts, supervisory bodies, and other authorities in the widest range of legal disputes arising in relation to business.

Our expertise includes, but is not limited to, „classic” civil litigation matters (damages cases, contractual disputes, [product] liability cases), lawsuits arising from the capital and financial markets, labor law matters, criminal cases, public procurement matters, and various other administrative disputes. We also represent many of our clients in disputes before local governments and other authorities. In the course of our practice, we have encountered cases where the conflict between two acts of legislation has resulted in litigation.

We have many years of experience as legal counsel and arbitrator in the proceedings of the major Hungarian and foreign permanent arbitration courts, including the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry.

Our Head of Office is an arbitrator himself.

Our clients come from diverse sectors: ranging from players of the capital and financial markets through automotive companies, telecom market players, construction and other industrial companies, hospitality firms, commercial enterprises, to real estate development companies, and our services are available to private individuals as well.

Both during and prior to litigation, we emphasize the facilitation of timely and economical settlement of disputes in a manner acceptable to both parties, and we endeavor to provide legal advice in a way that increases our clients’ chances to avoid legal disputes.

József KAPOLYI

Managing partner

+36 20 929 4316

[email protected]