M&A lawyer for company sales and acquisitions
We advise business owners, buyers, investors and shareholders on company sales and acquisitions, legal due diligence, letters of intent, sale and purchase agreements and negotiations.
When a company is sold or acquired, we manage the legal side of the transaction — from the letter of intent and due diligence to the sale and purchase agreement (SPA) and closing. We act for sellers, buyers and investors.
Selling or acquiring a company is usually one of the more significant decisions an owner or investor makes. It matters that the legal documents do not merely keep pace with the negotiations but protect the client's position on price, warranties, payment, liability and closing. Our task is to translate the transaction into a clear legal framework and to flag the risks that the commercial deal alone does not resolve.
Five situations in which it is worth getting in touch.
- You are selling a company or an ownership interest and want to understand the legal consequences of the offer, the negotiations and the agreement.
- You are acquiring a company and need legal due diligence before a binding decision.
- You have received a letter of intent (LOI) or a term sheet (an outline of the key commercial terms) and want to check what actually binds you.
- You are negotiating a sale and purchase agreement (SPA) for shares or other ownership interests and need clear rules on the purchase price, warranties, indemnities, conditions and closing.
- An investor is entering the company and the ownership structure, governance rights, exit mechanisms and founder protections need to be settled.
From due diligence to closing.
Legal due diligence
We review the corporate documents, contracts, employment, real estate, disputes, liabilities, permits and other legal risks that may affect the transaction.
Letter of intent (LOI) / term sheet
We draft or review the LOI, term sheet or memorandum of understanding and clearly separate the binding from the non-binding provisions.
Sale and purchase agreement (SPA)
We draft, review and negotiate sale and purchase agreements for shares or ownership interests — including purchase price, conditions to closing, warranties, indemnities and security.
Negotiations with the buyer or seller
We help you see which points are legally and economically essential, and where a compromise is possible without disproportionate risk.
Structuring the transaction
We advise whether a share deal, an asset deal, a capital increase, a phased investor entry or another structure is more appropriate.
Shareholder relations after closing
Where the seller remains or a new investor joins, we prepare the rules on governance, voting, exit, non-competition and the transfer of ownership interests.
Preparing the seller for the transaction
Before a sale we review the documents, resolve open issues and reduce the chance that the buyer discovers risks only during price negotiations.
The legal structure does not decide for you — it enables a better decision.
In M&A transactions, legal mistakes often bear directly on the purchase price, on post-closing liability, or on whether the deal can be completed at all. Unclear warranties, poorly defined payment terms or risks reviewed only superficially can give rise to a dispute after the company has already changed hands. A sound legal structure does not replace the business decision, but it allows that decision to be made with a clearer understanding of the consequences.
Every acquisition is a question of price, risk and trust.
Domen Krištof
He leads the firm's corporate law practice and advises on M&A transactions, legal due diligence, company sales and acquisitions, and shareholder arrangements. His work covers both the preparation of transaction documents and the assessment of contentious points that can lead to claims or disputes after closing.
View profile →M&A: frequently asked questions
When should a seller involve a lawyer in a company sale?
Ideally before signing the LOI or the first document that sets out price, exclusivity, deadlines or key terms. This stage often establishes the starting points that significantly shape the SPA later on.
What does legal due diligence cover?
It depends on the company, but it usually covers ownership, contracts, employment, disputes, real estate, permits, liabilities and other risks. The aim is not to find every irregularity, but to understand the risks that affect the decision, the price or the contractual protection.
Is an LOI legally binding?
It can be partly binding. Provisions on confidentiality, exclusivity, costs or jurisdiction are often binding, while the obligation to buy or sell itself is usually not yet final.
What matters most in an SPA?
Beyond the price, the key elements are the payment mechanism, the seller's warranties, limitations of liability, conditions to closing, indemnification mechanisms, and the rules for hidden risks discovered after closing.
When is merger control notification required in an acquisition?
Where the parties exceed the statutory thresholds, the concentration must be notified to the Competition Protection Agency before completion. We assess whether notification is required as part of the transaction.
Related insights
Legal due diligence when buying a company: what it covers
What legal due diligence covers, why it affects price and warranties, and how the findings carry over into the SPA.
Read more →Selling a company: from the letter of intent (LOI) to the agreement (SPA)
The stages of a sale — preparation, LOI, due diligence, negotiations and the SPA — and what protects the seller at each step.
Read more →