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M&A and due diligence
Buying or selling a company is one of the most important transactions a business owner makes. I have worked on transactions in the Czech Republic, Slovakia, Austria, Germany and Croatia with a total value of over CZK 3.5 billion.
How I can help
Buy side
- Legal due diligence of the target
- Share purchase agreement – warranties, indemnities, purchase price
- Purchase of a business or part of it (asset deal)
- Purchase of a property-holding company
- Negotiating with the seller and its advisers
- Closing and takeover of the company
Sell side
- Preparing the company for sale – documentation, contracts, registers
- Vendor due diligence and data room
- Term sheet, NDA and exclusivity
- Investor entry and capital increase
- Handing the company to the next generation
Typical situations
You are buying a company from its founder.
Due diligence shows what you are buying – contracts, liabilities, disputes, employees. I reflect the risks found in the price, warranties and indemnities in the agreement.
You are selling a family business.
I help put the documentation in order before approaching buyers, so due diligence uncovers no needless surprises that push the price down.
An investor wants to come into the company.
I prepare the investment documentation and shareholders’ agreement – decision-making, minority protection, exit and pre-emption rights.
You are buying property owned by a company.
I assess whether it is better to buy the shares in the company or the property itself, and what risks the company carries.
How a transaction works
From term sheet to closing- 1 Term sheet Key terms of the deal, confidentiality and exclusivity.
- 2 Due diligence Review of the company and a report with risks and recommendations.
- 3 Agreement Transfer agreement – price, warranties, indemnities, conditions.
- 4 Closing Satisfying conditions, payment of the price, transfer and register entries.
Fees
The fee depends on the brief. You always know it upfront.
For larger transactions we agree a budget per phase, so you have costs under control from day one.
FAQ
What is due diligence?
A review of the company before purchase – contracts, assets, liabilities, disputes, employment relations and regulatory compliance. The result is a report of risks that are reflected in the price and the agreement.
Buy the shares or the business?
Buying shares means taking over the company with everything it includes, its history and liabilities too. Buying the business lets you define more precisely what you acquire. The choice depends on the situation and on tax.
What are warranties in the agreement for?
In them the seller states facts about the company – for example that it has no hidden debts or disputes. If they prove untrue, the buyer is entitled to compensation.
How long does a transaction take?
Depending on size and complexity, from a few weeks to several months. We set the timetable right at the start.
Do you work on cross-border transactions?
Yes, in Czech, English and German. Where foreign law needs to be assessed, I work with trusted colleagues in Germany and Austria.
Buying or selling a company?
Tell me about the transaction. Everything you share is covered by attorney–client confidentiality. The first 15 minutes of a consultation are free.