Dealmaking in Central Europe A closer look at Share Purchase Agreements

Our new Deloitte Legal Dealmaking in Central Europe - A closer look at Share Purchase Agreements Study 2025 builds on Deloitte Legal’s experience across Central Europe to provide practical insights into how SPAs are structured, negotiated, and executed in the region. It focuses on key topics such as

• Mechanisms for adjusting Purchase price
• risk allocation through Representations and Warranties
• W&I insurance,
• Regulatory approvals of M&A transactions.

In connection to study's relese we would like to invite you to regional webinar Dealmaking in Central Europe and Lessons Learned from Recent Years, which will happen on 6th November 2025 from 10:00 (CET).  You can look forward to meeting partners across CEE regionkteří who will present main changes that happened in SPA's and will answer your questions.

If you would like to attend, you can register by following link.

With data drawn from SPAs handled by Deloitte Legal’s network of professionals, this report offers valuable benchmarks for both legal and non-legal professionals navigating complex M&A negotiations. While not intended as a definitive market standard, it is a powerful reference tool for anyone involved in structuring, negotiating, or managing SPA terms — whether on the buy side or the sell side.Did you know that...

• In the M&A transactions analyzed in our study, the locked box purchase price mechanism was preferred (56%) over the closing accounts mechanism, reversing the trend observed in our study in 2022.
• 62% of the reviewed SPAs opted for arbitration clauses, while only 38% designated common courts — marking a notable shift in dispute resolution preferences.
• 47 % of the analyzed M&A transactions in the Central European region use Material Adverse Change (“MAC”) clauses.

In this study, we have taken a focused approach—analyzing major 100% share-deal transactions across Central European jurisdictions. By concentrating on these deals, we eliminate distortions often present in partial acquisitions or management buyouts, providing a clearer picture of how risk and responsibility are shared between parties in full-scale M&A transactions.

Download our new study, delve into supporting statistics and get insight which might help you in your next transaction. Contact our team and disscuss how can we help you with solving your unique situation.