We lead transactions from the first NDA to full exit — acquisitions of growth companies, sales of family businesses, investor entries, earn-out structures, and IPO preparation. With 12+ years of transactional law practice, we handle complex deal documentation under English law and cross-border structures.
Practice led by
Marek Poloni · partner
M&A is Marek's main specialty. 12+ years at international firms where he led transactions for private equity, strategic investors, and family businesses. He knows hard M&A documentation — SPA, disclosure letter, W&I insurance, earn-out mechanisms — in both Czech and English.
We work for three core client types: sellers (family business owners, founders, investors exiting), buyers (private equity, strategic investors, growth companies acquiring competitors), and companies taking on an investor (data-room preparation, investor document negotiation, governance).
Our role isn't just to draft the contract. We typically guide the client through the whole process: initial deal framework, NDA, indicative offer, due diligence, SPA, disclosure, closing, post-closing integration. For complex deals we coordinate with tax advisors, auditors, banking specialists, and foreign partners.
What clients value most: we explain the business impact of key clauses upfront (locked-box vs. completion accounts, earn-out terms, MAC clauses, warranty caps) and benchmark them against market standard, not just cite the law. ÚOHS (Czech Competition Authority) merger control is handled with vetted specialists.
Share deals and asset deals, strategic and financial transactions. LOI, term sheet, SPA, disclosure letter, CP, closing, post-closing integration. Domestic and cross-border structures.
Preparing the seller for sale — clean-up, data room, vendor DD, sales memorandum, multi-buyer negotiations, bidding process. Separate exit structuring for founders.
Buy-side and vendor DD — corporate, contracts, employment, IP, disputes, compliance. Structured DD report, red-flag summary, risk allocation in the SPA, disclosure letter.
Share purchase agreement, reps & warranties, disclosure letter, indemnity, earn-out, locked-box or completion accounts, W&I insurance, CP, MAC clauses.
Articles of association for s.r.o. and a.s., bylaws, shareholder agreements, drag-along, tag-along, preferential rights, governance, anti-dilution, liquidation preferences.
Design and implementation of ESOP programs, option agreements, phantom share plans. Vesting, acceleration, leaver provisions, tax impact in cooperation with tax advisors.
Your first 15 minutes of consultation are free. We'll go through the deal structure, a realistic timeline, and how to set up legal work so it doesn't slow down business decisions. For transactions we work with a fixed component plus a success fee.