Auction Process

Austria

The legal core documentation may include:

  • The SPA – sets out the main terms of the acquisition and the documents to be delivered and actions to be taken at completion.
  • The investment agreement – an agreement between all of the shareholders that details the principal equity terms and records rights and obligations of shareholders in the future. It is also referred to as a subscription and shareholders' agreement or just shareholders' agreement.
  • The articles of association – contain internal rules covering the governance and shareholder rights in the company. In Austria, as in most European nations, this document is publicly available in the commercial register.
  • Ancillary documents and agreements – those will usually include documents like RoPs for the advisory board, RoP for the managing directors, managing directors’ contracts, rollover or reinvestment agreements, W&I insurance arrangements, corporate implementing documentation, etc.

Czech Republic

The legal core documentation may include:

  • The SPA – sets out the main terms of the acquisition and the documents to be delivered and actions to be taken at completion.
  • The investment agreement – an agreement between all of the shareholders that details the principal equity terms and records rights and obligations of shareholders in the future. It is also referred to as a subscription and shareholders' agreement or just shareholders' agreement.
  • The articles of association – contain internal rules covering the governance and shareholder rights in the company. In the Czech Republic, as in most European nations, this document is publicly available in the collection of deeds maintained by the commercial register.
  • Ancillary documents and agreements – those will usually include documents like Rules of Procedure for the managing directors / board members, service contracts of the managing directors / board members, rollover or reinvestment agreements, W&I insurance arrangements, corporate implementing documentation, etc.

Poland

The legal core documentation may include:

  • The SPA – sets out the main terms of the acquisition and the documents to be delivered and actions to be taken at completion.
  • The investment agreement – an agreement between all of the shareholders that details the principal equity terms and records rights and obligations of shareholders in the future. It is also referred to as a subscription and shareholders' agreement or just shareholders' agreement.
  • The articles of association – contain internal rules covering the governance and shareholder rights in the company. In Poland, as in most European nations, this document is publicly available in the commercial register (“Krajowy Rejestr Sądowy”).
  • Ancillary documents and agreements – those will usually include documents like RoPs for the advisory board, RoP for the managing directors, managing directors’ contracts, rollover or reinvestment agreements, W&I insurance arrangements, corporate implementing documentation, etc.

Hungary

The legal core documentation may include:

  • The SPA – sets out the main terms of the acquisition and the documents to be delivered and actions to be taken at completion.
  • The investment agreement – an agreement between all of the shareholders that details the principal equity terms and records rights and obligations of shareholders in the future. It is also referred to as a subscription and shareholders' agreement or just shareholders' agreement.
  • The articles of association – contain internal rules covering the governance and shareholder rights in the company. As in other Euopean juristictions, in Hungary the articles of association of companies are publicly available through the state-maintained commercial register.
  • Ancillary documents and agreements – those will usually include documents like RoPs for the advisory board, RoP for the managing directors, managing directors’ contracts, rollover or reinvestment agreements, W&I insurance arrangements, corporate implementing documentation, etc.

Slovakia

The legal core documentation may include:

  • The SPA – sets out the main terms of the acquisition and the documents to be delivered and actions to be taken at completion.
  • The investment agreement –In Slovakia, the investment agreement usually refers to the SPA, rather than to shareholders' agreement. Shareholders' agreement is a standard contract between the shareholders (and often the company) that usually covers key situations such as raising new capital, selling or transferring shares (e.g., rights of first refusal, tag-along, drag-along, affiliate transfers), and exits (including liquidation preferences).
  • The articles of association – contain internal rules covering the governance and shareholder rights in the company. In Slovakia, the articles of association are filed with the Commercial Register and are publicly available in the Collection of Deeds (Zbierka listín).
  • Ancillary documents and agreements – those will usually include documents like RoPs for the advisory board, RoP for the managing directors, managing directors’ contracts, rollover or reinvestment agreements, W&I insurance arrangements, corporate implementing documentation, etc.

Once the documentation is all in place and the bidder has their funds ready to transfer, it will be time to proceed to completion of the transaction (Closing).

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