Comprehensive consulting in ownership and structural change processes
Our M&A practice focuses on providing comprehensive legal and strategic support to companies undergoing key stages of transformation, such as mergers, acquisitions, demergers, share sales, and restructuring. We represent buyers and sellers, financial investors, and owners of family and corporate businesses.
Legal Horizons' approach is based on a deep understanding of the client's business, efficient risk management, and the ability to handle complex projects under time pressure. By combining legal expertise, transactional experience, and market knowledge, we effectively support our clients in achieving their strategic goals.
Legal Horizons will assist you at all stages of the M&A process:
-
Structuring transactions, taking into account legal, tax, and business aspects, drafting letters of intent and term sheets.
-
Due diligence.
-
Negotiating and preparing transaction documentation (SPA, SHA, NDA, etc.), advising on private equity, venture capital, and joint venture transactions.
-
Supporting the closing process.
-
Post-acquisition integration.
Our approach is interdisciplinary and goes beyond narrowly understood transaction advisory services. We also analyze issues from the perspective of competition law, taxation, personal data protection, intellectual property, and labor law, which allows us to identify related risks and provide our clients with consistent, comprehensive support. Thanks to this method, we ensure that business interests are properly protected and that each stage of the process is orderly, predictable, and effective.
In practice, this translates into active participation in negotiations of complex projects of significant value, preparation of in-depth due diligence analyses limiting legal and tax risks, as well as advising family business owners on succession and sale processes and investors implementing capital development strategies. We also support international transactions, coordinating cooperation with foreign law firms, and assist in developing integration solutions that enable the organization to function efficiently after the process is complete.
Frequently asked questions
The most common types are: share deal (purchase of shares), asset deal (purchase of assets, enterprise, or ZCP), and merger/consolidation of companies under the Commercial Companies Code. The choice of form affects what is “transferred” to the buyer (especially liabilities and employees) and the tax regime (e.g., civil law transaction tax on the sale of shares vs. VAT exemption on the sale of an enterprise/organization of an enterprise). In addition, the choice determines the formalities (e.g., the form of sale of shares in a limited liability company) and the scope of additional consents.
The Commercial Companies Code provides, among other things, for mergers by acquisition and mergers by establishing a new company. On the date of the merger, the acquiring or newly established company assumes all the rights and obligations of the acquired company (universal succession). The practical consequence is that an “automatic” merger also transfers risks and liabilities (including potentially hidden ones), which requires DD that is just as careful as in a share deal.
The minimum requirement is to organize the core documentation (corporate, financial, tax, contracts, IP, HR, permits, disputes) and build a sensible VDR (data room) structure with disclosure logic. At the same time, sales materials (teaser/IM) and confidentiality agreements (NDA) are prepared to protect company secrets and limit the “spillover” of sensitive data. Gaps in documentation usually prolong DD, increase the scope of disclosure, and worsen the seller's negotiating position (which often results in price adjustments or additional safeguards).
Vendor due diligence (VDD) is due diligence commissioned by the seller, usually in key areas (legal, tax, financial, and industry risks), to detect problems early and “close” them before buyers enter. It makes particular sense in auction processes, where multiple buyers would conduct parallel DD, and VDD streamlines Q&A and reduces time. VDD does not replace buyer DD, so in practice it is necessary to clearly regulate who can rely on the report and to what extent (reliance – usually undefined without a process model).
Due diligence serves to identify risks (and “value”) prior to a transaction and translate findings into price, contract terms, and integration plan; it typically covers the following areas: legal, financial, tax, operational/business, IT/tech, and HR. Legal examines, among other things, legal titles, contracts, disputes, and compliance; financial focuses on the quality of results (e.g., EBITDA normalization), cash flow, and debt; tax maps exposures and settlement risks, and IT/HR verifies systems, cyber, personal data, and employee relations. The scope of DD is almost always tailored to the size/purpose of the transaction schedule (undefined without context), but the core areas are repeatable.
The most common risks relate to: hidden liabilities and disputes, taxes, IP/titles to key assets, critical contracts (e.g., assignment restrictions or change of control), cyber/IT, and employee relations and organizational culture. DD findings usually translate into (i) an adjustment to the price or pricing model, (ii) additional conditions precedent, or (iii) a transfer of risk to the seller through special indemnities, escrow, or W&I. If the risk is “structural,” the parties often change the form of the transaction or limit the scope of the assets being acquired.
Most often, you will encounter caps, claim thresholds (de minimis and basket), and time bars, which regulate “how much” and “when” you can claim. In addition, the parties often exclude liability for circumstances disclosed in the data room/disclosure (the buyer accepts the disclosed risk), and in competitive transactions or with a “clean exit” by the seller, W&I insurance appears as a transfer of part of the risks to the insurer. W&I does not, as a rule, replace DD (insurers expect reasonable DD and disclosure), and the typical scope covers breaches of representations, with typical exclusions for, among other things, known and disclosed risks.
In a share deal, the buyer acquires shares, and the risks and liabilities remain “in the company” (you buy the entity along with its history), while an asset deal allows you to acquire selected components, but when selling a business/related set of assets, some of the regimes “pass” anyway (e.g., liability for the company's debts within the statutory limits). Typically, in terms of taxation: when selling shares, there is a 1% civil law transaction tax (PCC) on the market value, which is generally paid by the buyer; in an asset deal, the key issue is whether the transaction constitutes a sale of an enterprise or an organized part of an enterprise (in which case it is exempt from VAT), and PCC/VAT and other effects may depend on the structure of the assets (for a specific transaction: undetermined). In terms of employment, an asset deal often triggers the transfer of a workplace or part thereof to another employer by operation of law, which requires a separate HR and communication plan.
An escrow account is a special bank account in which part of the transaction price is blocked for a specified period of time. It is maintained by a trusted institution (bank or trustee) and the funds are paid to the seller only after certain conditions have been met (e.g., resolution of a dispute or expiration of a warranty period). Thanks to escrow, the buyer is protected against compensation for breach of contract (truth of statements), and the seller is guaranteed to receive the price after the risk has ended.
Basket is the minimum threshold amount (basket) of warranty claims that must be reached before the seller is liable for damages. Minor non-conformities below the de minimis threshold are added to the basket, and the seller only compensates when the total amount of claims exceeds its value. The aim is to avoid complaints about “minor” errors and to simplify the settlement process (the buyer recovers losses only above a set threshold).
A liability cap is the maximum amount of compensation that a seller can pay to a buyer for breach of contract. It allows you to set an upper limit on claims (e.g., a specified percentage of the purchase price) to limit the seller's financial risk.
An indemnity clause obliges the seller to cover the buyer's losses arising from specific causes (e.g., undisclosed liabilities). It gives the buyer the right to compensation if it turns out that the sold business has hidden or unexpected liabilities.
Post-closing obligations are actions that the seller (or the company itself) must perform after closing the transaction—e.g., continuing to conduct business as usual. Typical restrictions include a prohibition on changing strategy, paying dividends, or entering into new contracts without the buyer's consent.
MAC is a clause protecting the buyer – it specifies negative events (e.g., loss of key contracts, drastic declines in revenue) after which the buyer may withdraw from the SPA. The occurrence of a defined MAC event gives the right to cancel the transaction without contractual penalties.
W&I insurance is a policy that protects the seller (or buyer) against financial liability for breaches of representations and warranties. It allows the risk of R&W non-compliance to be transferred to the insurer, which can increase the certainty of the transaction.
A shareholders agreement (SHA) regulates cooperation after the transaction: governance rules, restrictions on the sale of shares (e.g., tag-along, drag-along), minority shareholder rights, exit (e.g., preemptive rights), etc. It ensures confidential regulation of key relationships and protects all parties in long-term cooperation.
De minimis is the minimum amount or materiality threshold for warranties and representations below which the seller is not liable for non-conformities. This means that buyer complaints can only be made for amounts exceeding this threshold. This avoids prosecuting the seller for minor accounting errors or insignificant discrepancies that do not affect the fundamental value of the transaction.
Earn-out is an additional payment to the seller depending on the achievement of specific future financial or operational goals by the acquired company. It is a form of bonus paid after the transaction is completed within a specified period if the company achieves, for example, the assumed revenue or EBITDA. An earn-out allows the buyer and seller to share the risk of forecasts and motivate the current owner to continue developing the company.
Drag-along is the right of a majority shareholder to “drag along” minority shareholders in the sale of a company. When the majority shareholder sells 100% of their shares, minority shareholders are obliged to sell their shares on the same terms (so that the transaction can cover the entire package). Thanks to drag-along, a potential buyer can acquire the entire company without being blocked by minority shareholders, and the terms are set jointly for all.
Tag-along is a safeguard for minority shareholders when a company is sold: it gives them the right to join the sale on the same terms as the majority seller. If the majority partner negotiates the sale of shares, the minority can “tag along” and sell their stake at the same price and on the same terms. This mechanism protects the minority shareholder from losing the value of their stake – it ensures their participation in the transaction if the controlling stake is sold.
Representations and warranties are guarantees made by the seller in the agreement (SPA) regarding the condition of the company – they include, among other things, the accuracy of financial statements, the absence of hidden liabilities, and the validity of key agreements and permits. They form the basis of the seller's liability for defects in the target: if they prove to be untrue, the seller must repair the damage or refund part of the price (compensation). The aim is to protect the buyer – if the condition of the company does not match the seller's promises, the buyer can claim compensation.
An anti-dilution clause protects investors from losing their percentage share after subsequent share issues. It gives existing shareholders the right to acquire new shares on special terms on a pro rata basis, so that their share in the capital remains unchanged. Thanks to this clause, shareholders can maintain their decision-making power even when new investors join the company (e.g., in subsequent financing rounds).
Articles
10-02-2026
Buyer, vendor, or independent due diligence? Classification based on the entity commissioning the audit
09-02-2026
Downstream merger - when a subsidiary acquires its parent company
05-02-2026
Sidestream mergers – a new model for reorganization in capital groups
02-02-2026
Simplified merger upon acquisition of a wholly-owned subsidiary – key legal aspects
08-01-2026