Managing Seller Risks Between Signing and Closing in Company Sales

14.5.2026 | ARROWS law firm

The interim period between signing and completion of a company sale is a time of significant risk for the seller. Even though the seller remains the owner, their decision-making is restricted by the Share Purchase Agreement (SPA). Any inappropriate step may result in a breach of contractual obligations, a payment holdback, or even the buyer’s withdrawal from the transaction. This article will guide you through what is permitted and prohibited during the interim period, and how to avoid mistakes that could jeopardize a successful sale.

The illustrative image shows an expert addressing interim period issues in the context of a company sale.

What the interim period is and why it matters to the seller
Employees and key persons – a sensitive area for the seller
Relationship to representations and warranties – another layer of complexity
Practical examples: What often goes wrong
Final summary

The interim period is not downtime – the seller is bound by covenant obligations (so-called interim covenants) that restrict its conduct in finance, HR decisions, commercial contracts, and assets.
A breach of a covenant may give the buyer the right to withdraw from the agreement, request a price reduction, or claim damages, even if you are operating the business as usual.
Key risks include unauthorized cash withdrawals, management changes without consent, loss of important employees, loss of key customers, or failure to comply with statutory obligations.
Practical protection lies in thoroughly understanding your SPA, communicating with the buyer, documenting all decisions, and ensuring the company’s management is familiar with the restrictions.

What the interim period is and why it matters to the seller

The interim period is the time between signing the Share Purchase Agreement (SPA) and closing – i.e., between the legal commitment to sell and the actual transfer of ownership. In practice, this is weeks to months, sometimes longer. The length of the interim period ranges from a few days for smaller transactions to several months for transactions subject to regulatory conditions, such as approval by the antitrust authority or foreign investment screening.

During this time, the seller retains the formal right to make decisions about the company, but in reality has very limited freedom. The buyer wants to receive the company essentially in the condition in which it was valued and paid for. Any noticeable change – whether a negative drop in revenues or a positive one (e.g., taking on a major project) – may trigger renewed negotiations or even a dispute as to whether the price has changed.

For the seller, the interim period is highly stressful: they remain the owner but cannot manage the company freely, employees and partners are uncertain, and each decision may have legal consequences. At the same time, the buyer’s financing may fall through, the transaction may fail, and the seller may feel paralyzed even though the sale does not go through.

Attorneys from our Prague-based law firm regularly handle disputes that arose because the seller did something during the interim period that seemed routine. Examples include dismissing an underperforming employee or withdrawing money from the account for operations. However, the SPA prohibited or materially restricted such steps.

These situations then lead to blocked escrow payments, the buyer’s claims for repayment of part of the purchase price, or court disputes that can last for years.

Interim covenants – what your SPA actually prohibits

The core of the interim period is governed by so-called interim covenants – a set of contractual obligations the seller has assumed and must follow during the interim period. Most commonly, the SPA includes one or more of the following restrictions:

Obligation to operate in the ordinary course of business ("Ordinary Course of Business")

This is probably the most important, and at the same time most vaguely defined, obligation. The SPA typically provides that the seller will run the company in the “ordinary and proper course” (ordinary course of business consistent with past practice). What does that mean in practice?

It means you should do the same things you have done so far – the same types of contracts, the same expenses, the same types of decisions. You must not do extraordinary things that you would not normally do.

The problem is that “ordinary course” is a legally indeterminate concept. What is ordinary for one company may not be ordinary for another. A well-known U.S. court case, AB Stable v. MAPS Hotels & Resorts before the Delaware Court of Chancery (a court whose case law has a significant influence on M&A practice worldwide), addressed this issue.

Although the seller closed hotels during the pandemic, which was a reasonable decision from a business perspective, the court held that it breached the covenant to operate in the ordinary course because it was not ordinary for that company in the past, regardless of what other hotel operators were doing.

Prohibited without the buyer’s consent:

Typically, the SPA prohibits the seller, without the buyer’s written consent (often with a 2–3 day period in which the consent is to be provided, and it is often the case that if the buyer does not respond in time, the consent is deemed granted), from:

Entering into new contracts outside the ordinary course, amending, or terminating existing material contracts.
Selling, encumbering, or otherwise disposing of assets.
Issuing or acquiring securities, increasing debt, or indebting the company outside the ordinary course.
Paying dividends, interim dividends, or other cash distributions to owners.
Materially increasing or decreasing headcount, increasing salaries, or changing management contracts.
Merging, consolidating, reorganizing, or changing the legal structure.
Making larger capital expenditures (often set at a certain percentage of EBITDA, e.g., 5%).
Initiating or settling legal disputes.

The rule is often drafted so that the buyer "may not unreasonably withhold consent" (consent shall not be unreasonably withheld) – but what is “unreasonable” is again a matter of interpretation.

Preservation of the company’s assets and value

The seller typically undertakes to keep assets in good condition, not to accelerate depreciation or amortization, and not to take steps that would irreversibly damage the company or reduce its value.

Compliance with statutory obligations

The SPA usually includes an obligation to comply with all legal obligations, pay taxes and insurance contributions, repay loans, and generally act in accordance with the law.

Information obligations and consent to oversight

The seller undertakes to inform the buyer of material changes, allow access to accounting and operational data, and, where applicable, grant the buyer the right to send its representatives to the company.

Most common questions about interim covenants and their content

1. If a covenant is vague (e.g., “ordinary course”), how do I practically know what is permitted?
The most practical approach is to go back to the SPA and look for the relevant section defining the covenant. A well-drafted SPA typically includes, for example, an “Ordinary Course Covenant” with a precise specification of which actions are permitted and which are not – e.g., with specific monetary thresholds, a list of prohibited contract types, etc. If you have not found such a definition, it is a warning sign; we recommend contacting an attorney from our Prague-based law firm who can help you analyze the SPA thoroughly and create a practical checklist of permitted actions.

2. Does the buyer have the right to refuse me a reasonable step just to block the whole deal?
It depends on the wording. If the SPA says “consent shall not be unreasonably withheld”, you should have some protection. But in practice, “unreasonable” is a subjective concept and can lead to disputes. That is why it is critical to maintain a good relationship with the buyer and communicate in a timely manner—rather than doing things “on your own” and arguing about it later.

3. As the seller, can I take money out of profits or the operating account during the interim period?
In the vast majority of SPAs, you cannot do so without the buyer’s consent. It is common that all cash the company generates remains in the business (a so-called “non-leakage provision” within the “locked-box” mechanism). The only exceptions may be ordinary operating expenses and taxes that you must pay. Trying to “pull out” money during the interim period is one of the most common reasons why the buyer later asserts claims and blocks the release of escrow.

Material Adverse Change – a bigger threat to the buyer than it seems

In addition to interim covenants, an SPA typically includes a Material Adverse Change (MAC) clause—sometimes also referred to as a Material Adverse Effect (MAE). This clause states that if something “materially adverse” happens to the company between signing and closing, the buyer has the right to withdraw from the transaction or reduce the price.

At first glance, this may seem to be drafted in the buyer’s favour. For the seller, it is useful to understand how MAC works, because it will help you understand what is going on with MAC claims during the interim period.

What typically falls under MAC:

Loss of a significant customer (e.g., 20–30% of revenues).
A drop in revenues or profits below the expected level.
Loss of a licence, permit, or an important contract.
A new legal dispute that seriously threatens operations.
Personnel changes (departure of key management).
Large-scale damage to assets.
A material change in market conditions in the industry.

But note—MAC clauses usually include “exceptions” (carve-outs) that protect the seller:

Changes in the overall economic environment, politics, or market conditions (unless they affect the company disproportionately).
Natural disasters, war, pandemics (often with exceptions).
Changes in law, if they affect the entire sector.
Matters that were known to the buyer in advance and disclosed.

MAC is therefore a vague legal concept that is interpreted very strictly in court disputes—the buyer must prove a serious deterioration, not just a temporary downturn.

For the seller, this means: you do not need to fear every fluctuation. If you know something serious is coming (e.g., the departure of a key employee), you should communicate it to the buyer without delay.

Employees and key persons – a sensitive area for the seller

One of the most common sources of conflict during the interim period is staffing. The buyer typically values the employees it has “picked” with the seller, and the SPA contains a covenant that the seller must not dismiss key persons or change their terms without consent.

Practical risk:

Let’s say you have a sales manager who generated half of the revenue. If, during the interim period, they decide to leave (for example, they may feel they no longer trust the new owner), it is a major problem for the buyer. The buyer will ask whether you “caused” it or inadvertently discouraged them.

The buyer may then seek compensation for such an issue, or claim that it is a breach of the covenant obligation to ensure staffing stability.

What is typically prohibited in an SPA:

Dismissals, changes to employment contracts or employee terms without consent (often with an exception for ordinary HR changes).
Changes to management remuneration without consent.
Hiring the company’s employees into your new business (non-solicit).
Providing employees with information that could discourage them from staying with the business.

Most common questions on employee management during the interim period

1. Can I dismiss lower-performing employees during the interim period if they are not key persons?
It depends on the SPA. If you have undertaken not to change the number of employees without the buyer’s consent, then no. If the SPA includes an exception for “ordinary HR changes,” then possibly yes—but you should at least discuss it with the buyer and obtain written consent. The safest approach is to contact an attorney from our Prague-based law firm and clarify the exact wording of your obligation.

2. What if a key employee wants to leave on their own?
This is difficult—formally, you are responsible for staffing stability, but you cannot deprive a person of the freedom to leave. If they want to leave, you should inform the buyer immediately and propose a solution (e.g., notifying them in advance so they have time to prepare a replacement). Attorneys from our Prague-based law firm can help with the legal assessment of what impact this will have on your contractual obligations.

3. Can I tell employees what is going to happen with the company?
Very carefully, and only if absolutely necessary. If you know they will act discreetly (managers, owners), you can try to discuss the situation with them. But the risk is high—once employees know, it spreads quickly. If you do not include it in the SPA as an exception and the buyer does not like it (for example, employees start talking to competitors), the buyer will have a legitimate claim for damages.

Assets, cash, and the “locked-box” mechanism

One of the most common sources of disputes is the question: who actually “owns” the cash and profits the company generates during the interim period?

Many SPAs use the so-called locked-box mechanism. This means that the purchase price is determined based on the company’s financial position as of a certain date (the locked-box date), and any changes in cash, assets, and debt after that date are dealt with retrospectively. Closely linked to this mechanism is the so-called non-leakage provision, which prohibits the seller from extracting value from the company in the period between the locked-box date and closing.

In practice, this means:

If the company generates additional profit during the interim period, it does not belong to the seller—it belongs to the buyer. You should leave such profit in the business.
If the seller has the company pay out cash as a dividend or settles certain liabilities for the seller’s benefit, the buyer will treat it as “value leakage” and factor it into the price.
Ordinary operating expenses (wages, energy, raw materials) are fine—these are part of normal operations. But extraordinary expenses or cash withdrawals for the seller’s benefit are problematic.

Practical example:

Let’s say that in February (during the interim period) the seller dismisses 10 employees to save on payroll. Formally, this reduces costs and, in theory, increases profit. But the buyer sees that the headcount has decreased and will claim that you breached the covenant to maintain staffing stability.

At the same time, the buyer will argue that this “artificial” profit created by dismissing employees should either be deducted from the price or used to compensate for the loss of employees (loss of goodwill, reduced productivity, etc.).

Our attorneys in Prague can help you analyse what locked-box mechanism your specific SPA uses and how to interpret it correctly.

Potential issues	How a Prague-based law firm can help
Unauthorised cash withdrawals or asset stripping – the seller takes money for private purposes or indebts the company without consent; the buyer discovers this and blocks the escrow payment.	We will provide a legal analysis of the SPA so you know exactly which expenses are permitted and which are not. We will consult with you on major decisions involving assets or cash to help you avoid a legal dispute after closing.
Breach of the interim covenant to operate in the ordinary course – the seller closes a division, lays off employees, or changes strategy without consent; the buyer views this as a material breach and wants to reduce the price.	We will help you understand your SPA and define what “ordinary course” means in the context of your business. We will alert you when you are about to take steps that could be problematic and recommend how to obtain the buyer’s consent and document it in writing.
Loss of a key employee or key customer – during the interim period, a top sales manager or a strategic customer leaves; the buyer considers it a MAC or a breach of the obligation to maintain stability.	We will assess whether the loss of an employee or customer is covered by MAC carve-outs or covenants in the SPA. If the buyer may raise claims, we will help you clarify their legal basis and, where appropriate, negotiate compensation. We will also advise you on how to prepare for such scenarios in advance.
Breach of statutory obligations (taxes, social security/insurance contributions, licences, occupational health and safety, etc.) – the company fails to file a tax return with the tax authority on time, does not pay contributions, or a regulatory breach is identified; the buyer learns about it and faces the risk of penalties.	We will ensure a compliance check of your legal obligations throughout the interim period. We will communicate with the tax authority, inspection bodies, or regulators with you to help you avoid sanctions that could later be raised by the buyer.
Unauthorised or undocumented transactions or decisions – without the buyer’s written consent, the seller enters into a new contract, leases assets, or changes strategy; later, disputes arise as to whether it was permitted.	We will set up a process: for each major decision, we will obtain and document the buyer’s consent. We will prepare a list of actions that definitely require consent and those that fall within the ordinary course. This will protect both parties.

Practical solutions: how to behave during the interim period to ensure everything runs smoothly

Many conflicts during the interim period could be avoided through simple communication and documentation. Here is a practical approach:

Step 1: Immediately after signing the SPA, read it carefully (with a lawyer)

Do not assume you know what the SPA prohibits. If you know the transaction may take months, invest in a high-quality legal review. Our attorneys in Prague can prepare a list of specific restrictions in the form of a “checklist” – what you may do without consent, what requires consent, what the buyer’s response deadlines are, etc.

Step 2: Create a list of actions you plan to take during the interim period

If you are planning major decisions (hiring, terminating an employee, purchasing machinery, entering into a contract, withdrawing funds), write to the buyer and request consent. Formally, you should have written consent – typically, the buyer must grant it within 2–3 days; otherwise, it is often assumed they have no objection (the deadline is set out in the SPA).

Step 3: Management should be familiar with the interim covenants

If you have managers in the business, inform them (discreetly) about the interim covenants. There is no need to share the full text of the SPA, but they should understand that during the interim period you cannot operate exactly as usual – that certain decisions require the buyer’s approval and that stability is now the priority.

Step 4: If something happens – communicate

Say a key employee wants to leave, or you are losing a customer. You do not need to hide it from the buyer in the hope they will not notice – they likely will, and if they learn about it “from the side,” it will look suspicious.

It is better to inform them yourself, bring them up to speed on how you plan to address the situation, and what it means for the company (negligible or serious).

Step 5: Document everything

Emails, consents, decisions—everything. Later, if a dispute arises, documentation will be the most important evidence that you acted properly and that you communicated with the buyer.

Our attorneys in Prague can help you prepare email templates in which you request the buyer’s consent, so that the communication is legally correct and it is clear what you are requesting and within what timeframe.

Frequently asked questions on practical conduct during the interim period

1. Do I have to inform the buyer about everything, or only about matters that are prohibited?
The legal minimum is to inform the buyer about everything that requires their consent under the SPA. In practice, however, it is recommended to be more communicative—inform them also about matters that put you in a good light so you appear transparent. At the same time, protect your right to do things that are part of the ordinary course. Our Prague-based attorneys can help you strike this balance and prepare communications that are appropriate and protect your rights.

2. If the buyer refuses consent “without a reason,” do I have the right to ignore it?
It depends on the SPA. If the SPA explicitly states that consent “cannot be unreasonably withheld,” you should argue accordingly. But the safest approach is not to take the risk and instead seek assistance from one of our attorneys in Prague, who can advise whether the refusal is truly “without reason” or whether the buyer has a legitimate reason. If you ignored their refusal and it later became part of a dispute, it could be seen as a breach on your side.

3. What happens if I operate in the ordinary course during the interim period but sell something that does not fall within it?
If it was outside your usual practice and the SPA prohibits it, you have a problem. The buyer may believe you breached a covenant, and it may be grounds for a price reduction, blocking the escrow, or terminating the transaction. If you know it will be outside the ordinary course, ask the buyer in advance. Our attorneys in Prague can help you argue that you acted in good faith and that it was not a material breach—but without the buyer’s written consent, you will be in a weaker position.

4. If the company improves during the interim period (higher profits, better customers), does it belong to me?
Under a locked-box structure—no. If your SPA uses a locked-box, all profits and any increase in value arising after the locked-box date belong to the buyer. You are only a custodian of the assets until closing. This is one of the reasons why sellers during the interim period are sometimes not highly motivated to optimise the company—they know they simply do not benefit from it.

The relationship between interim covenants and MAC – when MAC becomes relevant for the seller

During the interim period, the buyer may start claiming that a Material Adverse Change has occurred and therefore wants to reduce the price or withdraw from the transaction. For the seller, it is important to understand how an interim covenant affects MAC and vice versa.

Here is the key takeaway: the interim covenant (the obligation to operate in the ordinary course) and the MAC clause are different things and serve different purposes.

The interim covenant governs how you manage the company. If you breach it (e.g., you shut down a division without the buyer’s consent), you have breached a contractual obligation and the buyer is entitled to enforce it (price reduction, termination of the agreement, etc.).
A MAC, by contrast, describes what happens to the company independently of you – the loss of a major customer, litigation, a natural disaster, etc. It is something that is not your fault.

The Delaware Court of Chancery made this clear in the well-known case AB Stable v. MAPS Hotels (2021): even if the MAC clause carved the pandemic out of the threats (i.e., the buyer may not walk away just because a pandemic occurred), it still does not mean that the seller may take extraordinary actions without the buyer’s consent.

The seller breached the interim covenant by closing the hotels, even though it was a reasonable response to the pandemic. The MAC clause did not save it, because the MAC and the interim covenant are independent of each other.

For you as a seller, this means: if you believe the company has been hit by a serious external disaster (a MAC), it does not mean you may ignore the interim covenants.

You still need to work with the buyer, communicate transparently, and try to find a solution. Our attorneys in Prague can help you with how to describe the situation legally and whether you have arguments for the buyer to accept the situation without reducing the purchase price.

Relationship to representations and warranties – another layer of complexity

In addition to interim covenants, the SPA also contains so-called representations and warranties – i.e., your (the seller’s) statements that certain things are true. For example, that “the company has no hidden debts,” that “all contracts are valid,” that “there are no disputes,” etc.

During the interim period, it may happen that some of these statements cease to be true. For example, a hidden dispute may emerge, or an employee may complain about discrimination.

The buyer may then argue that you have breached a representation – while also asking whether you breached it actively (by doing something during the interim period) or passively (because it happened without your fault).

This is where the situation becomes complicated again. If the dispute emerged during the interim period, but the underlying facts arose before signing, then the issue already existed in the original statement (a breach of the representation as of the signing date).

But if the issue worsened due to your actions during the interim period (e.g., the employee was dismissed without due process, unnecessarily complicating the dispute), then you have breached the interim covenant.

Our attorneys in Prague can help you with this distinction and with how to prepare for similar situations in advance – for example, how to clarify debatable points that could surprise the buyer after closing.

What are the consequences of breaching an interim covenant?

If an interim covenant is breached, the following scenarios may occur:

The buyer will take the issue into escrow

This is the most common outcome. If you agreed an escrow (a holdback) in the SPA, the buyer will shortly after closing claim that you breached the interim covenant and will want to compensate itself from the frozen amount. If you manage to challenge this, you will get the money back; if not, it will remain in escrow and after 12–24 months it will be released to the buyer.

The buyer will pursue it as an indemnification claim

If the SPA includes indemnification (protection for representations and covenants), the buyer may file a claim under the indemnity. This usually means you would have to provide financial compensation for the damage it allegedly suffered as a result of the breach.

The buyer will terminate the transaction (the most serious scenario)

If the breach was serious (e.g., loss of half of revenues, dismissal of the entire management without consent), the buyer may reasonably believe you have breached a fundamental obligation and may terminate the transaction. In that case, you are left with no sale, no money, and you will also be dealing with a legal dispute over whether the buyer was entitled to terminate or not.

Extension of the interim period and renegotiation

It often happens that the buyer does not want to walk away from the transaction entirely (because it has financing in place, strategic reasons, etc.), but will want to be compensated for the situation. It will start renegotiating – reducing the price, extending the interim period to have time to address the situation, or demanding more in escrow.

Practical examples: What often goes wrong

Our attorneys in Prague encounter various cases of breaches of interim covenants. Here are typical scenarios:

Example 1: “Natural” employee turnover

The seller thought that during the interim period two employees would leave on their own initiative—they simply found better jobs. But the buyer notices that these employees were listed as “Key Persons” in the SPA.

The buyer starts claiming that the seller failed to inform them about the new management and allowed them to be “poached”. In reality, this could have happened even without any fault on the seller’s part, but without documentation it is difficult to prove.

Example 2: A “routine” sale of assets

The seller believes it is fine to sell an old production line that the company no longer uses. But the SPA includes wording that they must not “transfer assets out of the company” without the buyer’s consent.

The buyer sees that the asset is gone and offsets it against the purchase price. Even though it was a “usual” replacement of equipment, the SPA prohibited it.

Example 3: “Bonuses” for employees

The seller takes money from profits and pays it out as a “bonus”, arguing that they “stayed with the company”. But the SPA contains a “non-leakage” clause—all money must remain in the business.

The buyer discovers this and reduces the escrow. The seller argues that it was their money because they are the owner of the company. But legally, under the SPA, it should have remained in the business.

Example 4: An asset change without consent

The seller decides to buy a new machine for CZK 500,000 to improve the company a bit—believing it will increase its value. But the SPA prohibits capital expenditures without the buyer’s consent if they exceed a certain threshold.

The buyer will treat the fact that you spent money without consent as a breach.

In all of these cases, clear communication, understanding the SPA, and, if necessary, consulting our Prague-based attorneys before it was too late would have helped.

Final summary

The interim period between signing the SPA and closing is an exceptionally treacherous time for the seller. Although you still formally own the company and can manage it, in practice you are constrained by a thousand contractual obligations (interim covenants) that prohibit you from doing things you would normally do.

Breaching these obligations can cost you millions—whether through escrow being blocked, a price reduction, litigation, or the transaction collapsing entirely.

The key to getting through the interim period has three parts:

Understand your SPA. Not in general terms, but specifically—know exactly what you are allowed to do during the interim period and what you are not.
Communicate. With the buyer, with the company’s management, with employees (discreetly). Do not do things “on your own” and do not suffer in silence if something goes wrong.
Document. Every buyer consent, every major decision, every exception—everything in writing. Later, it will be your best evidence.

If you are not sure how to handle a specific situation, that is not a failure—it is a sign of good judgment. Our attorneys in Prague have extensive experience with interim periods and know how to act and how to protect you. If you contact us in time, we can help you not only understand your situation, but also negotiate with the buyer and ensure that the transaction runs smoothly—and that you ultimately receive what you agreed with the buyer.

The interim period is not a time for improvisation. It is a time for strategy, communication, and partnership with professionals who understand both the law and market practice. Our attorneys are at your disposal.

Frequently asked questions about the interim period and the seller’s conduct

1. What if an unplanned situation arises during the interim period (a customer is losing interest, an employee wants to leave, an accident happens)? Do I have to communicate it to the buyer immediately?
Essentially, yes. If the situation is material (has a significant impact on the company), you should communicate it. If you conceal it from the buyer and they find out on their own (which almost always happens), it will be even worse—they will think you lied to them. Conversely, if you communicate it in time and propose a solution, you will appear transparent and reliable. If you are not sure whether the situation is sufficiently material, consult our attorneys in Prague, who will tell you how they see it.

2. If my SPA expressly states that I may carry out “ordinary course operations”, can I do anything?
Not at all. “Ordinary course operations” is a vague term and people interpret it differently. What was ordinary before the pandemic may not be ordinary now. What is ordinary for one company is not ordinary for another. If you are not sure, do not take the risk. Ask the buyer in advance. Our attorneys in Prague can help you with a specific interpretation of your SPA.

3. If I take a dividend or bonus during the interim period, does it have serious consequences?
Yes. If the SPA contains a “non-leakage” clause (which is standard today), all cash and profits must remain in the business. Taking a dividend without the buyer’s consent is a classic breach of covenants. The buyer will take it into account in the escrow, or will claim that you breached the representation “that you have not paid a dividend without consent”. This is one of the most common causes of disputes. It is better to wait until closing and until the buyer pays you the remainder of the purchase price; then you can take whatever you want.

4. What legal steps can I take if the buyer behaves unfairly during the interim period (e.g., takes assets without consent or changes the terms)?
This is the opposite scenario, but the principle is the same. You should immediately notify their lawyers and call on them to remedy it or explain it. If that does not work, you can consider whether the buyer’s conduct is consistent with the wording of the SPA and whether you will continue to perform your existing obligations. Our attorneys can help you with the legal analysis and with what options you have—including the possibility of voluntarily withdrawing from the transaction or arbitration.

5. What documents should I have ready for closing at the end of the interim period?
You should have: the latest accounts, an asset inventory, a list of employees and their contracts, all contracts with key customers and suppliers, legal disputes (if any), a detailed list of all transactions and decisions you made during the interim period, including the buyer’s consents or related communications. Our attorneys in Prague can prepare this list for you based on your SPA.

Disclaimer: The information contained in this article is of a general informational nature only and is intended for basic orientation in the matter based on the legal state as of 2026. Although we take the utmost care to ensure accuracy, legal regulations and their interpretation evolve over time. We are ARROWS advokátní kancelář, an entity registered with the Czech Bar Association (our supervisory authority), and for maximum client protection we are insured for professional liability with a limit of CZK 400,000,000. To verify the current wording of regulations and their application to your specific situation, it is necessary to contact ARROWS advokátní kancelář directly (office@arws.cz). We accept no liability for any damages arising from the independent use of the information in this article without prior individual legal consultation.

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