Nitschneider & Partners, s.r.o.

M&A Basics: Do you want to sell your company? Part 7 - The difference between Signing and Closing

“Signing” is when the Sale and Purchase Agreement is executed; “Closing” is when ownership actually transfers. They can coincide, but if conditions (e.g., regulatory approvals, escrow, financing) exist, they’re split. Interim rules protect company status and seller warranties.

M&A Basics: Do you want to sell your company? Part 6 - Sale & Purchase Agreement: What to Watch For

Part 6 of our M&A series highlights key points in a Shareholders' Agreement: management control, financing, non-competes, and exit rights. It stresses balancing investor-seller interests, protecting your role, and ensuring safeguards in case of disputes or unexpected developments.

M&A Basics: Do you want to sell your company? Part 5 - Key Points in a Sale & Purchase Agreement

After Due Diligence, the key agreements are the SPA (Sale & Purchase) and SHA (if you stay as shareholder). Sellers should ensure agreed price, payment timing, definitions (debt, cash, working capital), deferred payments, escrow protections, and limit liability for defects or misrepresentations.

M&A Basics: Do you want to sell your company? Part 4 - What to do with Due Diligence findings

After Due Diligence, sellers must address findings by allocating risk (indemnification or price adjustment) and planning remediation of deficiencies, specifying timing, responsibility, and costs, to ensure the transaction proceeds smoothly and investor confidence is maintained.

M&A Basics: Do you want to sell your company? Part 3 - Due Diligence

After signing a Term Sheet and NDA, investors conduct due diligence to uncover risks. Common issues: missing contracts, IP disputes, weak data protection, or unclear property rights. Findings may cut price or kill the deal. A pre-sale internal audit helps fix problems and boost readiness.

M&A Basics: Do you want to sell your company? Part 2 - Structuring the Deal

Deal structuring defines what is sold (whole company or part), if the seller stays with minority interest, how price is financed (own funds or acquisition loan), and how/when the purchase price is paid (fixed, adjusted, performance-based). Clear terms protect both sides and avoid disputes.

M&A Basics: Do you want to sell your company? Part 1 - Termsheet and NDA

Selling a company starts with finding an investor and agreeing key terms. A Termsheet outlines valuation, price, structure, and conditions—usually non-binding but crucial for alignment. An NDA protects sensitive info shared, especially with competitors. Both steps need legal/financial advice.

When does the three-month probationary period, which started on the 15th day of the month, end?

A 3-month probation starting on the 15th ends the day before the same date three months later. Example: starting 15 Jan → ends 14 Apr. Periods run from the agreed day and finish the preceding day of the same numerical date, even if that’s a weekend/holiday.

Is the employee entitled to take leave during the probationary period?

Employees are entitled to leave even during probation, but only with employer consent. Entitlement accrues after 21 days (1/12 annual leave ≈1.5 days). Untaken leave must be paid on termination. If conditions aren’t met, holiday pay is deducted. Employers and staff should agree early.

Holiday vouchers for parents... and what about GDPR?

From Jan 2025, Slovak holiday vouchers become transferable to employees’ parents. This raises GDPR issues, as employers will process parents’ data. No consent needed, but employers must update policies, inform parents, and ensure compliance with data protection rules.

AI Act already in practice - are you meeting the first deadline?

The EU AI Act starts applying on 2 Feb 2025. Employers must ensure AI literacy by training staff using AI systems. Some practices, like emotion recognition at work, are banned (unless for safety/health). Companies should assess compliance, manage risks, and prepare measures now.

Where do we stand on the transposition of the Pay Transparency Directive?

The EU Pay Transparency Directive (May 2023) pushes equal pay via transparency. Transposition differs: Sweden & Poland lead, Italy & Spain lag. Our country just began. Employers >250 staff should already collect pay data, review policies, and address gaps.