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MERGERS & ACQUISITIONS

M&A transactions have everything that makes legal work so fulfilling: creativity, precision, problem-solving, and – if and when the deal is closed – the thrill of success. We know that a ‘front page’ deal is usually the culmination of months of less publicised, but thorough and intensive work on our part.
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Recommended law firm in Legal 500 EMEA
Recognised law firm in IFLR 1000
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OUR LATEST POSTS

Zsóka Erdősy

Earn-Out: Blessing or Curse?

Zsóka Erdősy | 10 December 2024

Including an earn-out provision in a corporate sale transaction can be an effective way to ensure a smooth and efficient transfer of a company. However, it may also introduce significant tax challenges. As such, it’s important to approach the inclusion of such a provision with careful consideration.

Ágnes Bejó

FDI Approval: the rule that does not disappear, just keeps changing

Ágnes Bejó | 21 February 2024

Since COVID, we have been living with a rule that makes the acquisition of ownership by foreigners in certain Hungarian companies operating in strategic sectors subject to government approval. Although we can no longer speak of a state of emergency, the rule is expected to stay with us for long – albeit with several modifications along the way, as happened in January this year.

Mergers and acquisitions represent pivotal moments in corporate development, where strategic vision meets complex legal execution. In Hungary's dynamic business environment, successful M&Atransactions require more than technical legal knowledge – they demand deep market understanding, commercial insight, and the ability to navigate complex regulatory frameworks while protecting our clients' strategic interests. At Jalsovszky, we have established ourselves as a premier M&A practice serving international clients, with a track record of successful transactions spanning diverse industries and structures.

Our approach to M&A advisory services recognizes that every transaction is unique, requiring tailored strategies that reflect specific business objectives, market conditions, and regulatory environments. As leading M&A lawyers in Budapest, we combine sophisticated legal expertise with practical business insight, ensuring that our clients achieve their strategic goals while minimizing transaction risks and maximizing value creation opportunities.

The complexity of modern M&Atransactions extends far beyond traditional deal structures, encompassing cross-border regulatory coordination, sophisticated financing arrangements, and complex stakeholder management challenges. Our team has developed particular expertise in managing these multifaceted transactions, providing seamless coordination that enables our clients to focus on strategic objectives while we handle the intricate legal and regulatory details.

Hungary's position as a regional business hub and gateway to European markets creates unique opportunities for international investors and strategic acquirers. We help clients capitalize on these opportunities through comprehensive transaction support that addresses both local market dynamics and international business considerations.

Comprehensive Transaction Management

Every successful M&A transaction begins with thorough strategic planning and careful transaction structuring that optimizes commercial outcomes while addressing potential risks and challenges. Our comprehensive approach to transaction management encompasses initial deal assessment through closing and post-transaction integration support, ensuring seamless execution throughout the entire transaction lifecycle.

Transaction structuring represents a critical early phase where strategic decisions significantly impact ultimate transaction success. We work closely with clients to evaluate various structural alternatives, considering factors such as tax efficiency, regulatory approval requirements, financing considerations, and post-transaction operational objectives. Our experience with diverse transaction structures enables us to provide practical advice that optimizes outcomes while addressing potential complications.

Negotiation strategy and execution require careful balance between aggressive advocacy for our clients' interests and practical recognition of market realities and counterparty concerns. Our negotiation approach emphasizes thorough preparation, strategic positioning, and creative problem-solving that often identifies mutually beneficial solutions to complex transaction challenges.

Cross-border coordination has become increasingly important as M&A transactions involve multiple jurisdictions with varying legal requirements and regulatory frameworks. We work closely with international counsels, the relationships with whom we have built over many years with a lot of efforts to ensure seamless coordination across all relevant jurisdictions while maintaining focus on Hungarian legal requirements and market practices.

Post-closing integration support often determines ultimate transaction success, where legal planning during the transaction phase can significantly impact operational integration capabilities. We provide ongoing support for integration activities, including corporate reorganizations, operational consolidations, and regulatory compliance coordination.

Expert Due Diligence Services in Hungary

Thorough due diligence forms the foundation of successful M&A transactions, where comprehensive risk assessment and opportunity identification can significantly impact transaction valuations and terms. As experienced due diligence lawyers in Hungary, we have developed systematic approaches to due diligence that provide our clients with comprehensive understanding of target companies while identifying both risks and value creation opportunities with the help of LegalTech tools. We are also able to provide tax due diligence services together with legal due diligence, which is unique in the Hungarian market.

Legal due diligence encompasses detailed review of corporate structures, contractual arrangements, regulatory compliance, and potential liability exposures that could affect transaction outcomes. Our approach emphasizes practical risk assessment that enables informed decision-making while identifying specific areas requiring attention in transaction documentation or post-closing integration planning.

Commercial due diligence coordination requires close collaboration with financial and strategic advisors to ensure comprehensive evaluation of target companies' business prospects and market positions. We provide legal support for commercial due diligence processes while identifying legal factors that may impact business projections and strategic planning assumptions.

Regulatory due diligence has become increasingly complex as businesses operate in multiple regulatory environments with varying compliance requirements. We conduct thorough assessments of regulatory compliance status while identifying potential approval requirements and regulatory risks that may affect transaction timing or feasibility, putting a special emphasise on Foreign Direct Investment and competition issues.

Strategic Corporate Restructuring in Hungary

Corporate restructuring activities often intersect with M&A objectives, creating opportunities to optimize corporate structures while achieving strategic business goals. As a specialized corporate restructuring law firm in Budapest, we provide comprehensive legal support for various forms of corporate reorganization, from simple structural adjustments through complex multi-step restructuring programs.

Pre-transaction restructuring frequently enables more efficient M&A execution by simplifying corporate structures, resolving potential complications, and optimizing tax and regulatory outcomes. We work with clients to identify and implement appropriate restructuring measures that facilitate successful transaction completion while addressing broader business objectives.

Distressed M&A transactions require specialized expertise in insolvency law, creditor relations, and accelerated transaction processes. Our experience in distressed situations enables us to provide effective representation for both acquirers and distressed sellers while navigating complex stakeholder relationships and compressed transaction timelines.

Spin-offs and carve-out transactions present unique challenges requiring careful attention to operational separation, regulatory compliance, and ongoing relationship management between separated entities. We provide comprehensive support for these complex transactions while addressing potential complications that may arise during separation processes.

Family business succession planning often involves corporate restructuring combined with generational transfer planning. We help family-owned companies develop comprehensive succession strategies that address both business continuity objectives and family wealth management considerations.

Sophisticated Deal Documentation

Transaction documentation represents the culmination of months of negotiation and due diligence, where precise legal drafting can determine transaction success and provide ongoing protection for our clients' interests. Our document drafting expertise encompasses all forms of M&A documentation, from initial letters of intent through final closing documents and post-closing arrangements.

Purchase agreement drafting requires careful balance between comprehensive risk allocation and practical enforceability considerations. We develop sophisticated purchase agreements that protect our clients' interests while addressing specific transaction circumstances and market conditions. Our approach emphasizes clear, enforceable provisions that minimize post-closing disputes while providing appropriate flexibility for changing circumstances.

Warranty and indemnity arrangements have become increasingly sophisticated as parties seek optimal risk allocation solutions. We design comprehensive warranty and indemnity frameworks that provide appropriate protection while maintaining transaction feasibility and market acceptability.

Financing documentation coordination becomes critical when M&A transactions involve complex financing arrangements. We work closely with financing counsel to ensure seamless integration between transaction documents and financing arrangements while addressing potential conflicts or complications.

Regulatory filing and approval documentation requires specialized expertise in various regulatory frameworks that may apply to M&A transactions. We coordinate all necessary regulatory filings while managing approval processes that may affect transaction timing or conditions.

Shareholder agreement lawyers in Hungary

Complex shareholder relationships often require sophisticated legal arrangements that balance various stakeholder interests while providing operational flexibility and governance clarity. As an experienced shareholder agreement law firm in Hungary, we design comprehensive shareholder arrangements that address immediate transaction needs while providing frameworks for ongoing relationship management, with special regard to private equity and venture capital deals.

Joint venture structuring frequently accompanies M&A transactions where parties seek collaborative arrangements rather than complete acquisitions. We develop sophisticated joint venture structures that address governance, operational management, profit sharing, and exit arrangements while maintaining regulatory compliance and operational efficiency.

Minority investment arrangements require careful attention to investor rights, governance provisions, and exit mechanisms that protect investor interests while preserving management flexibility. Our experience with various forms of minority investment enables us to design arrangements that meet diverse investor requirements and business circumstances.

Complex shareholder relationships often require sophisticated legal arrangements that balance various stakeholder interests while providing operational flexibility and governance clarity. As an experienced shareholder agreement law firm in Hungary, we design comprehensive shareholder arrangements that address immediate transaction needs while providing frameworks for ongoing relationship management, with special regard to private equity and venture capital deals.

Joint venture structuring frequently accompanies M&A transactions where parties seek collaborative arrangements rather than complete acquisitions. We develop sophisticated joint venture structures that address governance, operational management, profit sharing, and exit arrangements while maintaining regulatory compliance and operational efficiency.

Minority investment arrangements require careful attention to investor rights, governance provisions, and exit mechanisms that protect investor interests while preserving management flexibility. Our experience with various forms of minority investment enables us to design arrangements that meet diverse investor requirements and business circumstances.

Management incentive arrangements often form critical components of M&A transactions, where appropriate incentive alignment can significantly impact post-transaction success. We design comprehensive management incentive programs that motivate key personnel while addressing tax efficiency and regulatory compliance requirements.

Drag-along and tag-along provisions require sophisticated drafting that addresses various exit scenarios while providing appropriate protection for different classes of shareholders. We develop comprehensive exit arrangements that facilitate future liquidity events while maintaining operational flexibility during interim periods.

We are the mergers and acquisitions law firm in Hungary to reach out to

Our reputation as Hungary's leading mergers and acquisitions law firm in Hungary reflects our commitment to delivering exceptional transaction outcomes through strategic thinking, meticulous execution, and comprehensive market knowledge. We understand that M&A success requires more than legal compliance – it demands deep understanding of business strategy, market dynamics, and stakeholder management.

The trust that international corporations, private equity and venture capital firms, and strategic acquirers place in Jalsovszky Law Firm stems from our consistent track record of successful transaction completion across various industries and deal structures. Our experience spans transactions ranging from small strategic acquisitions through large-scale cross-border mergers, providing us with comprehensive perspective on market practices and optimal transaction strategies.

Our integrated approach combines traditional M&A expertise with specialized knowledge in tax optimization, regulatory compliance, and financing coordination. This comprehensive capability enables us to serve as primary transaction counsel while coordinating effectively with other professional advisors to ensure seamless transaction execution.

When you engage our M&A team, you gain access to Hungary's most experienced transaction lawyers, comprehensive market knowledge, and the confidence that comes from working with advisors who have successfully completed hundreds of transactions across diverse industries and market conditions.