Author: Vajk Varai-Jeges

M&A Deal Essentials: Preparing a Company for Sale: Internal Clean-Up Before M&A Closing

When business owners think about selling a company, they usually focus on the visible parts of the transaction. The purchase price is negotiated, the SPA is signed, and the parties work towards closing.    What often receives less attention is the internal clean-up process of problematic historic agreements identified during the due diligence process, frequently […]

M&A Deal Essentials: Reinvestment Agreement: Detrimental points for a safe share acquisition

Unlike a reinvestment agreement, which focuses primarily on the mechanics of funding the seller’s new investment, a reinvest structure raises broader questions regarding governance, future exits and ongoing investor rights. In a typical reinvest arrangement, the seller receives part of the purchase price in cash and exchanges another portion of their value into an ongoing […]

M&A Deal Essentials: Reinvestment Agreements in M&A Transactions: Investing Sales proceeds in the Buyer’s Structure

When founders hear that they will “reinvest” part of their sale proceeds, many assume the process is straightforward. The buyer pays the purchase price. The seller receives the money. The seller then invests part of that money into the buyer’s investment structure. In reality, reinvestments are often structured very differently. These arrangements are often referred […]

M&A Deal Essentials: When One Customer Can Slow Down an Entire Sale: Change of Control Clauses

When One Customer Can Slow Down an Entire Sale:  Change of Control Clauses  Many business owners assume that the most important documents in a transaction are the transaction documents themselves. The SPA is negotiated, the purchase price is agreed, financing is arranged, and the parties work towards closing.  In practice, however, a single customer contract […]

M&A Deal Essentials: Your Banks Are Part of the Deal Too: Waivers

From the outside, a share deal often looks like a transaction between shareholders. The sellers agree to sell. The buyer agrees to buy. The parties negotiate the purchase price, sign the SPA, and work towards closing. In reality, however, there is often another group sitting quietly in the background with significant influence over whether the […]

What happens if the equity of a Hungarian limited liability company falls below HUF 3 million? Can the registered capital be reduced below the statutory minimum?

One of the fundamental safeguards for the operation of a limited liability company is the maintenance of an adequate capital position. In Hungary, the incorporation of a limited liability company requires registered capital of at least HUF 3 million; (around 8.500 EUR) however, during the company’s operation, it may occur that, due to loss-making business […]

M&A Deal Essentials: Why “No Leakage” Is More Than Just Deal Jargon: The Locked-Box Deal

A fixed purchase price is one of the most attractive features of a transaction. From a client’s perspective, a locked-box structure creates clarity: the price is agreed, and there will be no post-closing adjustment debates. What is signed is what gets paid. On paper, that simplicity is compelling. In practice, however, a locked-box deal only […]

M&A Deal Essentials: Why the Real Work Often Starts After the Deal Is Signed?

The Pre-Closing Actions For many business owners, signing the share purchase agreement (SPA) feels like the finish line. The key terms are agreed, the purchase price is fixed, and months of negotiations finally come to an end. In reality, signing is often where the operational complexity begins. The period between signing and closing is not […]

Establishing a Company Limited by Shares in Hungary: Practical Insights into the Hungarian Incorporation Process

A company limited by shares is one of the most sophisticated and prestigious forms of business organisation under Hungarian corporate law. It is typically chosen by businesses with substantial capital requirements, companies looking to attract external investors, or enterprises planning to access capital markets in the long term. One of the defining features of this […]

A Company That Is Not Really a Company? An Introduction to the Civil Law Partnership

When several persons wish to cooperate in pursuit of a common objective, most people automatically think of some form of business association, such as a limited liability company or a limited partnership. Hungarian civil law, however, also recognises a much simpler structure: the civil law partnership. A civil law partnership is a form of cooperation […]