Mergers and acquisitions (M&A)

Q: What is a merger and acquisition (M&A)?

Mergers and Acquisitions (M&A) include processes in which merger or division of companies, their purchase or sale or a combination of the above , which may include various legal, financial and business aspects. You can find all the essentials in our E-BOOK about selling a company , which is download above. A brief introduction to M&A issues is summarized in our article Sale of a company or M&A in practice

Q: What is an NDA (Non-Disclosure Agreement) and why is it so important?

NDA defines the scope of protected information, how it is handled and the impacts of a breach . It allows you to share important data without fear of leakage or circumvention. It often includes a ban on addressing employees and a ban on contacting clients. Read more about NDAs in our article What is an NDA for? .

Q: Share deal, asset deal, sale of a plant - what is it?

These are the types of sales: Share deal is the sale of a share in a company – transfer of shares or interests in a company. Asset deal is the sale of individual selected assets (real estate, patents, machines) without taking over a legal entity. Sale of a business plant je transfer of a set of assets , which forms an organizationally independent part of the company capable of independent management. Read more about sales types in our article .

Professional legal advice and support in mergers and acquisitions for successful business

Vych & Partners is a leading law firm in Prague specializing in mergers and acquisitions of companies. With our team of experts, we will prepare a strategy for you, guide you through the entire process and ensure the successful completion of the transaction.

Top experts

Our lawyers have extensive experience and deep knowledge in the field of M&A.

Complex services

We provide complete legal advice from the preparation of contracts to the completion of the transaction.

Individual approach

We handle each case with the utmost care and adapt to the client's needs.

M&A strategy: Comprehensive consultation and advice for the optimal strategy of mergers and acquisitions

Pro seller we prepare the detailed structure and plans of the entire transaction. We advise clients when is the most suitable time to make a transaction and how to prepare the company for it. We also help to find a suitable buyer.
By the buyer we help with the preparation of strategies for the smooth integration of the new company into the existing group. And not only after the successful closing of the deal, but also before it, so that the client has an idea of what impact the change will have on his existing business.

Mergers and acquisitions of companies: Legal support in company mergers

We provide legal services for the seller right from the beginning of the process – we help with the selection of a suitable buyer, we organize a physical or virtual data room to perform legal due diligence (review of documents and a legal audit), we participate in negotiations, we provide expert opinions for the needs of M&A transactions, we cooperate with experts in the fields of taxation and accounting, for example, we mediate the conclusion of contracts, including attorney escrow of the purchase price.
We represent the buyer when negotiating the terms of the transaction, we perform legal due diligence for a better idea of the condition of the purchased company and to eliminate risks. We represent clients when concluding a purchase contract, or we provide legal escrow of the purchase price. After the successful closing of the deal, we assist buyers with the integration of the new company into the existing group.
At the same time, we ensure the holding of general meetings and other relevant bodies that decide on the further operation of the company.

Legal support in company transformations

We provide legal advice regarding all types of conversions:

merger by merger: legal support and representation in the merger of two or more companies,
fusion by fusion: legal advice and representation in the merger of two or more companies,
help with division of society to several separate entities,
legal services at spin-off of part of the company to a new entity,
changes in the legal form of the company and other forms of restructuring.

Purchase and sale of plants and their parts

We provide all legal services for the purchase or sale of a plant or its part.

Preparation and setting of internal mechanisms and regulations in the newly formed company

We provide this service with an overlap into labor law, compliance and other legal sectors.

Permitting the merger of competitors and assessing the effects of mergers and acquisitions on economic competition

We carry out legal analyzes of whether the planned merger of companies is subject to the obligation of notification according to the Act on the Protection of Economic Competition, or we prepare documents for proper notification.
We negotiate with the Office for the Protection of Economic Competition and represent clients in the event of a dispute.
More details can be found in the section Competition law.

JUDr. Ing. Jan Vych

attorney and partner

JUDr. Ing. Jan Vych

attorney and partner

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What is a merger and acquisition (M&A)?

Mergers and Acquisitions (M&A) include processes in which merger or division of companies, their purchase or sale or a combination of the above, which may include various legal, financial and business aspects. You can find all the essentials in our E-BOOK about selling a company, which is download above. A brief introduction to M&A issues is summarized in our article Sale of a company or M&A in practice

How long does the merger or acquisition process take?

The duration of a merger or acquisition depends on the complexity of the transaction, but is usually several months to a year.

When is the right time to start thinking about selling a business?

Ideally 6-12 months before the start of the process, to allow time for "cleaning up" - harmonization of documentation and elimination of risks. If there is a prospect of regulatory filing (ÚOHS/FDI), expect a longer time margin. Early preparation will facilitate negotiations and often improve the final price. We will also include the seasonality of the business and the availability of key people in the schedule.

Why hire a lawyer for an M&A transaction at all? Isn't a financial or transactional advisor enough?

A financial advisor works with numbers, a lawyer prepares documentation, i.e. prepares enforceable agreements and minimizes legal risks. We solve warranties, limitations of liability, third-party consents and closing schedule. Thanks to the coordination of the work of advisors, due diligence is accelerated and "surprises" after closing are reduced. In practice, we save time and money by preventing disputes.

What are the main steps in the M&A process?

The main steps include due diligence, contract negotiation, regulatory approvals if required, and closing the transaction. The integration process can then follow. We summarize the basic overview of the M&A process in our article Sale of a company or M&A in practice.

What is an NDA (Non-Disclosure Agreement) and why is it so important?

NDA defines the scope of protected information, how it is handled and the impacts of a breach. It allows you to share important data without fear of leakage or circumvention. It often includes a ban on addressing employees and a ban on contacting clients. Read more about NDAs in our article What is an NDA for?.

How to protect sensitive information before signing an NDA (teasers, anonymization, staged disclosure)?

In the first phase, we recommend sharing only an anonymous teaser and aggregated numbers. We provide detailed data only after an NDA and in a controlled data room with an audit trail. We reveal sensitive information in waves so that normal operations or negotiating positions are not jeopardized. In the NDA, we will set the recipient's obligations and explicit prohibitions on contact with your clients and employees.

Everyone is talking about "Due Diligence" or "DD". What exactly is it and what do we focus on during due diligence?

Legal Due Diligence is a review of key risks: corporate, contracts, licenses, IP, HR, disputes and compliance. We translate the findings into specific provisions in the SPA (warranties, specific indemnities, CPs). Well-managed Due Diligence accelerates the transaction and reduces post-closing disputes. We choose the scope risk-based to be effective. More details can be found in our article dedicated to Due Diligence.

Do I have to disclose everything to the buyer during due diligence? What if I have some "skeletons in the closet" in my company?

Undisclosed risks often lead to claims and disputes; controlled disclosure and contractual treatment is safer. We address sensitive points either through pre-transaction remediation or specific compensation and price adjustments. We will define exactly what was disclosed in the disclosure letter. This protects both parties. We definitely recommend this Don't underestimate it and contact a specialist.. Contact us!

Share deal, asset deal, sale of a plant - what is it?

These are the types of sales:

Share deal is the sale of a share in a company – transfer of shares or interests in a company.
Asset deal is the sale of individual selected assets (real estate, patents, machines) without taking over a legal entity.
Sale of a business plant je transfer of a set of assets, which forms an organizationally independent part of the company capable of independent management.

Read more about sales types in our article.

When exactly will I (as the seller) get paid? What is an escrow?

Payment is made upon fulfillment of the agreed conditions; a portion may be in escrow/holdback to cover claims. In the payment instructions, we specify exactly where and when the money goes and how the escrow is released. This prevents misunderstandings at the critical moment of closing. At the same time, we reconcile the flow of money with banks and mortgages.

What if I buy a company and only discover a hidden problem (such as debt or a lawsuit) after taking over?

Typically, this is addressed through warranties, specific indemnities, escrow/holdback or insurance. Timely notification and adherence to the contractual claim process are key. We will help set evidentiary standards and deadlines to ensure that claims are transparent. This protects the value of your investment.