Sale of Companies & M&A Advisory

We primarily represent owners of Czech companies, family businesses and companies with significant real estate assets in the process of selling a business corporation (sell-side mandates). We also help owners who have already received an offer from an investor and need to determine whether its price and structure are genuinely favourable. We have connections to funds that acquire companies, as well as to clients who want to buy Czech companies.

Discuss selling your company confidentially

The first consultation is led by JUDr. Jakub Dohnal, Ph.D., LL.M., managing partner of ARROWS and author of the book Jak prodat firmu s nemovitostmi (How to Sell a Company with Real Estate).

In recent years we have closed deals worth hundreds of millions of crowns – from shopping centres and development projects to advising on the sale of manufacturing companies. All mandates are covered by attorney-client privilege, so you have a guarantee of discretion.

How we help you sell your company

Preparing the company for sale

It is better to uncover the company's weak points before the buyer does. We carry out a legal review and check key contracts, employee relationships, asset ownership, disputes, licences, trademarks and other areas that could affect the price or the course of the transaction.

We propose what needs to be fixed, separated or explained before the sale process begins. We also prepare the data room and materials for the buyer's due diligence. We describe this in more detail in the article How to Prepare a Company for Sale Through Due Diligence.

Finding a buyer for your company

We help you identify and approach suitable buyers – strategic investors from the industry, investment funds, and parties looking for an opportunity to expand their business. We prepare an anonymous presentation of the company and set up a gradual disclosure of information so that the sale does not jeopardise relationships with employees, customers or business partners. Sensitive materials are only made available after a non-disclosure agreement has been signed.

We compare incoming offers not only by price, but also by the method of financing, payment terms, required guarantees, and your role in the company after the sale. The goal is to find a buyer who offers good terms and has a genuine ability to complete the transaction.

We explain how the price is determined and how to look for an investor in the article How to Find a Buyer for Your Company and Determine Its Price.

Structuring the sale

We assess whether it is more suitable to sell a share in the company, individual assets, part of the business, or to reorganise the company before the transaction. Together with tax advisors, we compare the legal, tax and economic impacts of each option. We understand residual real estate value and how it affects the price in a share deal or an asset deal.

The difference between selling a share and selling assets can fundamentally affect the seller's net proceeds. You can find a practical comparison in the article Acquiring and Selling a Company: Share Deal or Asset Deal.

If the company needs to adjust its ownership or holding structure before the sale, we also involve ARROWS specialists in corporate law, holding structures and company structuring.

Assessing the offer and negotiating the LOI

A buyer's first offer usually determines more than just the price. It also governs exclusivity, the method of calculating the purchase price, working capital, net debt, the earn-out and the seller's liability.

We review the indicative offer or letter of intent and alert you to conditions that could later reduce the amount actually paid to your account. We help you negotiate the key economic and legal parameters before you commit to them.

If part of the price depends on the company's future results, we prepare precise rules for calculating and verifying it. We explain the risks of this mechanism in the article Earn-Out: How to Sell a Company for the Maximum Price.

Legal representation during due diligence

We manage the legal part of the review and communication with the buyer's advisors. We help you answer their questions, disclose sensitive information in a controlled manner, and explain any identified risks so that they do not needlessly reduce the purchase price.

Our goal is not to claim that the company has no problems. The goal is to know them before the buyer does, prepare solutions for them, and keep the negotiation under control.

Negotiating and preparing the agreements

We prepare or review the agreement for the sale of the share or the business, and negotiate in particular:

• the exact amount and method of adjusting the purchase price,

• the terms of its payment,

• the seller's representations and warranties,

• liability caps and time limitations,

• any escrow or retention,

• the earn-out and other deferred payments,

• non-compete clauses,

• conditions between signing and completion (closing) of the transaction,

• handover of the company and the departure of the original owner.

We pay special attention to the seller's liability after the transaction is completed. We describe the practical implications in the article Protecting the Proceeds from Selling a Company: Representations and Warranties.

Secure completion of the transaction

We prepare the closing conditions, signing documentation, attorney or bank escrow, and the procedure for handing over the company. We check that all conditions have been met before the transfer of the share or assets and that the purchase price will be paid in the agreed manner.

Selling a company with real estate

A separate specialisation of ARROWS is the sale of companies that own production facilities, office buildings, warehouses, land or development projects.

In these transactions we handle not only the sale of the company itself, but also:

• separating the operating and real estate parts of the business,

• title to the property and easements,

• lease relationships,

• financing and pledges (mortgages),

• environmental and construction risks,

• the tax implications of individual options,

• setting the price for the operating and real estate parts.

You can find more information in the article Selling a Company with Real Estate and in the book Jak prodat firmu s nemovitostmi (How to Sell a Company with Real Estate).

Cross-border sale of a company

If the buyer is a foreign investor, we also manage the legal side of the transaction outside the Czech Republic. Through ARROWS International we coordinate foreign lawyers, unify the documentation, and ensure the client has a single point of contact for the entire transaction.

We help with the sale of a Czech company to a foreign strategic investor, as well as with transactions involving companies or assets in multiple countries.

Why handle the sale of your company with ARROWS

We understand both the law and the economics of the transaction

We do not just deal with the wording of the agreement. We also monitor the method of calculating the purchase price, net debt, working capital, deferred payments and other parameters that determine how much the seller actually receives.

We excel with companies that hold real estate

We combine transactional, corporate, tax and real estate expertise. You do not need to separately coordinate lawyers for the sale of the company and another team for real estate.

We have the capacity for comprehensive due diligence

Specialists in corporate law, real estate, labour law, tax, competition, compliance and regulation all work on our transactions. ARROWS has more than 40 lawyers and the firm is insured up to CZK 350 million.

You deal with a specific partner

The transaction is led by a designated partner who handles strategy, negotiation and key decisions with you. The individual parts of the review are then handled by the relevant specialists.

When to contact us

Get in touch with us if:

• you are considering selling your company in the coming years,

• you already have a specific interested party or offer,

• you want to prepare the company legally and from a tax perspective before the sale,

• you need to find out whether the proposed structure is favourable,

• you are looking for an investor or a suitable buyer,

• you are selling a company with real estate,

• you are negotiating with a foreign investor,

• you need to protect the purchase price and limit your liability after the sale.

The best results come from preparation started at least 12 to 24 months before the planned sale. However, we can also help even if you already have an LOI or a draft agreement from the buyer on the table.

Who will guide you through the sale of your company

JUDr. Jakub Dohnal, Ph.D., LL.M.

The managing partner of ARROWS has long focused on company sales, transactional advisory, and projects with a significant real estate component. He combines legal advice with a practical view of price, deal structure and negotiations with investors.

He is the author of the book Jak prodat firmu s nemovitostmi (How to Sell a Company with Real Estate), intended for business owners who want to prepare for a sale well in advance.

Jakub Dohnal's profile

E-mail: dohnal@arws.cz

Phone: 245 007 742

Frequently asked questions

1. When should you start preparing the company for sale?

Ideally 12 to 24 months before the planned transaction. This gives you time to eliminate legal and tax risks, adjust the group structure, and prepare documentation. If you already have an offer, it is important to involve an advisor before signing the LOI or granting exclusivity.

2. How long does selling a company take?

If the buyer is already known, the legal and negotiation phase can take several months. When actively searching for an investor, the whole process tends to be longer. The specific duration depends on the company's readiness, the number of interested parties, financing, and the scope of the due diligence.

3. Can you determine the value of a company?

Yes, thanks to our experience we know what companies actually sell for. We are also familiar with IVS standards, work with both the residual and income methods, and can analytically break down items that are added to the price as well as those deducted from it, such as shadow capex.

4. Can you also help find a buyer?

Yes, we can offer you a managed sale process and outreach to relevant players. Before approaching the market, we first establish confidentiality for the process and prepare the company so that the disclosure of sensitive information does not jeopardise its operations.

5. What if the company owns real estate?

We assess whether it is more advantageous to sell the company together with the real estate, separate the real estate beforehand, or set up a long-term lease. Each option has different tax, legal and pricing implications.

Thinking about selling your company?

The first conversation is confidential. We will discuss your situation, how prepared the company is, whether a potential buyer already exists, and the next steps. You do not need to have a valuation or complete documentation ready.

Arrange a confidential consultation

JUDr. Jakub Dohnal, Ph.D., LL.M.

dohnal@arws.cz

245 007 742