We are buying or selling a company

What needs to be settled

What the review of the company (due diligence) turns up, and how it changes the price
Whether to buy the shares or only the business itself (assets and contracts), and the legal and tax consequences of each
Who answers for problems that surface after the takeover: warranties and indemnities in the contract

What happens before signing. Every due diligence finding ends up in the contract: as a condition, an indemnity or a price adjustment.

Mandate
Due diligence
Negotiation
Documentation
Signing
Regulatory approvals
Closing

Share purchase

Due diligence

LegalReviewed
TaxIn review
FinancialIn review

Typical matters in this situation

M&A transaction support

What this helps you avoid Paying for liabilities you did not know about, or giving warranties you cannot keep.

Area: Corporate and transactions →

What is included

Legal, tax and financial due diligence
Purchase agreement
Tax structuring
Signing and closing

Details

Not included in the price

Notary and register fees
Translations of foreign documents
Fees of the other side's advisers

What affects the price

Number of companies and countries in the deal
Volume and quality of the data room
How much the purchase agreement is negotiated

Pricing

Hourly, with a cap

Discuss this matter

Investment round

We are bringing in an investor

What this helps you avoid Giving away control or upside you will want back in the next round.

Area: Corporate and transactions →

What is included

Term sheet
Shareholders' agreement
Cap table and valuation support

Details

Not included in the price

Notary and register fees
Valuation by an independent expert where required

What affects the price

Number of investors
Instrument: shares or a convertible loan
Number of negotiation rounds

Pricing

Hourly, with a cap

Discuss this matter

Tax opinion

A transaction or structure raises a tax question

What this helps you avoid Committing to a structure before you know its tax cost.

Area: Tax matters and disputes →

What is included

Analysis of the facts
Written opinion
Binding ruling request where useful

Details

Not included in the price

Authority's fee for a binding ruling

What affects the price

Number of taxes and countries
Whether a binding ruling is requested

Pricing

Fixed once the scope is agreed

Discuss this matter

Post-acquisition claim

The deal went wrong after closing

What this helps you avoid Missing the contractual deadline to notify a claim.

Area: Disputes and recovery →

What is included

Warranty and indemnity review
Price adjustment
Expert evidence

Details

Not included in the price

Court or arbitration fees
Expert reports

What affects the price

Size of the claim
Court or arbitration
Number of warranties at issue

Pricing

Hourly with a cap for each stage, or statutory tariff

Discuss this matter

Documents for your internal approval. What you can take to your board, CFO or bank before anything is signed.

Engagement letter: scope, fee, dates
Contract for legal services
Conflict check confirmation
The lawyer assigned to work with you
Professional liability insurance certificate

Other situations

Tell us what is going on.

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Slovakia

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Czech Republic