The most fundamental choice in structuring a merger or acquisition is whether to buy and sell the assets of a corporation or its shares. An asset purchase allows the buyer to pick and choose the assets it buys, and the buyer is generally not liable for any of the selling company’s liabilities. The advantage of a share purchase is speed and simplicity, especially with small closely held companies with few shareholders. No transfers of title to individual assets are required.

rutland & partners attorneys can assist in:
• Choosing the most advantageous approach to a sale or acquisition of ownership
• Negotiation and drafting of contracts
• Advice on minimizing tax impacts (including crossborder) of transactions

Knowing all about your negotiating partner can make the difference between success and failure – to say nothing of major, lengthy legal problems. rutland & partners’ years of experience in the Czech Republic mean that they know the players and the pitfalls intimately. Their investigation of your opposite number will contribute significantly to informed decision making by enhancing the amount and quality of information available to you.

rutland & partners attorneys can research and provide information on:
• Share ownership
• Real estate ownership, including its encumbrances
• Potential partners in contractual relationships
• Employee contracts
• Technical and legal conditions related to premises to be acquired by lease or purchase
• Outstanding liabilities of third parties for which you may become liable in the course of a transaction.

In course of an M&A transaction in the Czech Republic many legal issues must be addressed and covered by legal documentation. Our team of Czech experienced lawyers can advise you on specifics of Czech law M&A and draft of the following documentation:

• Future share purchase agreements
• Share purchase agreements
• Escrow agreements
• Acquisition financing agreements
• Documentation necessary for implementation of the Czech merger and demerger procedures

A management buyout is sometimes appealing to professional managers because of the greater potential rewards from being owners of the business rather than employees. The financing required is often quite substantial, and is usually a combination of debt and equity that is derived from the buyers, financiers and sometimes the seller. rutland & partners attorneys have long experience in acquisitions of corporations in the Czech Republic and can provide the advice you need to successfully transition from employee to owner.

Our services include:
• Due diligence
• Negotiation with owners and banks or other financing entitities
• Advice and assistance with issuance of new equity
• Tax issues