tag: M&A

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.

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.

More than two years ago as a transitional rule, the acquisition of ownership interest in Hungarian companies by foreigners became subject to authorisation. The rule seems to have become permanent in the meantime, though many questions of legal interpretation remain unanswered. Some market players are following the process with resignation, others with serious reservations.

More than two years ago as a transitional rule, the acquisition of ownership interest in Hungarian companies by foreigners became subject to authorisation. The rule seems to have become permanent in the meantime, though many questions of legal interpretation remain unanswered. Some market players are following the process with resignation, others with serious reservations.

When the idea of selling the company matures in the mind of a business owner, there’s still a long way to go before the company can be successfully sold. There are many legal and tax matters to be seen to as part of the process – and these should not be left to the last minute. We discuss a few of these here.

Since 2014, the “new” Civil Code has allowed companies to deviate from statutory rules in terms of their operation and organization. Up until now, however, it wasn’t clear what was included and what wasn’t: what they could actually deviate from and what they had to adhere to. A new amendment expected to enter into force in January next year will clear the rules up while also easing them off at the same time, thus increasing Hungary’s competitiveness in terms of company law as well.

It’s been almost a year since the obligation to report certain acquisitions of property by foreigners in Hungary was introduced. Since May last year, foreign persons can only acquire interest of a value exceeding one million EUR in strategic companies subject to reporting and the Ministry’s acknowledgement. Though at first, many had reservations regarding this authorisation obligation, which is based on the Italian practice and is one of the strictest regulations in Europe, by now it has become a concept integrated into the company acquisition market. We have summarised the experiences of the past one year.

Everything that used to be simple and straightforward when concluding or completing M&A transactions poses major challenges to market participants in today’s crisis circumstances. New legal and technical solutions have been designed to overcome these difficulties, some of which are expected to remain with us even after the crisis.