Conditions to the deal
US buyers tend to expect (and receive) a wide array of conditions, including a no material adverse change (MAC) condition, a condition that the full suite of representations/warranties is materially true and accurate when repeated at completion, and a requirement for the target to have complied with its conduct of business undertakings between signing and completion. The consequence is that business risk does not typically transfer until completion (in line with the US approach taken on pricing mechanisms) because buyers are given more "outs" if something goes wrong after signing.
Austria
Perhaps the most obvious difference between US and CEE style deals is the approach to completion conditions where a split between signing and completion is required.
In Austria, conditions are typically limited to mandatory/suspensory regulatory or anti-trust approvals, which has the effect of transferring business risk to the buyer at signing on the basis that, once signed, the deal is more likely to complete.
Czech Republic
Perhaps the most obvious difference between US and CEE style deals is the approach to completion conditions where a split between signing and completion is required.
In the Czech Republic, conditions are typically limited to mandatory/suspensory regulatory or anti-trust approvals, which has the effect of transferring business risk to the buyer at signing on the basis that, once signed, the deal is more likely to complete.
Poland
Perhaps the most obvious difference between US and CEE style deals is the approach to completion conditions where a split between signing and completion is required.
In Poland, conditions are typically limited to mandatory/suspensory regulatory or anti-trust approvals, which has the effect of transferring business risk to the buyer at signing on the basis that, once signed, the deal is more likely to complete.
Hungary
Perhaps the most notable distinction between US-style and CEE-style M&A transactions lies in the treatment of completion conditions. In the US, transactions are often structured as a single-step process, with signing and closing occurring simultaneously or within a tightly integrated timeline. By contrast, in Hungary, as in much of the CEE region, signing and completion are typically separated, with a defined interim period between the two stages.
In Hungarian practice, completion conditions are generally limited to mandatory, suspensory regulatory approvals, such as merger control or foreign direct investment (FDI) clearances. Commercial or discretionary conditions precedent are rarely used. As a result, business risk effectively shifts to the buyer upon signing, as the parties generally expect the transaction to proceed to completion once the required regulatory approvals have been obtained.
Slovakia
Perhaps the most obvious difference between US and CEE style deals is the approach to completion conditions where a split between signing and completion is required. In Slovakia, conditions are typically limited to mandatory/suspensory regulatory or anti-trust approvals, which has the effect of transferring business risk to the buyer at signing on the basis that, once signed, the deal is more likely to complete.
In Slovakia, unless the transaction requires a regulatory clearance such as merger control approval, parties will often aim to align signing and completion on the same day or within a very short timeframe. This reflects both market practice and the widespread use of the locked-box mechanism. In the case of a split between signing and completion, it is standard to include conditions similar to those in the US, such as a no material adverse change (MAC) condition, a requirement that the full suite of representations and warranties remains materially true and accurate when repeated at completion, and an obligation for the target to have complied with its conduct-of-business undertakings in the interim.