Szerző: Vajk Varai-Jeges

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 […]

Mi történik, ha egy Kft. saját tőkéje 3 millió forint alá csökken? Leszállítható-e a törzstőke a törvényi minimum alá?

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 […]

Az M&A-ügyletek alapjai: Miért jelent a “no leakage” többet, mint puszta szakzsargon: a „locked-box” ügylet

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 […]

Az M&A-ügyletek alapjai: Miért kezdődik gyakran az igazi munka csak az ügylet aláírása után?

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 […]

Részvénytársaság alapítása Magyarországon: gyakorlati betekintés a magyar cégalapítási folyamatba

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 társaság, ami nem is társaság? A polgári jogi társaság bemutatása

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 […]

A szélenergia újjáéledése Magyarországon: új lehetőség a külföldi befektetők számára

Hungary is entering a new phase in renewable energy development. After years of limited wind power expansion, the Hungarian Government has announced a major programme to revive the domestic wind energy sector, with competitive tenders expected to unlock at least 700 MW of new capacity in the first round and a policy ambition of reaching […]