The sale and purchase agreement (“SPA”) sits at the very heart of every M&A transaction. Apart from addressing the legal aspects of the transaction, one of its main commercial purposes is that it defines how risks and benefits are allocated between buyer and seller and ultimately determines the success of the deal. Yet, negotiating and finalizing an SPA is rarely straightforward — it reflects weeks or even months of preparation, due diligence, and strategic decision-making.

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. This latest edition follows our 2022 Dealmaking in Central Europe report and comes at a crucial moment: after years of market uncertainty shaped first by the pandemic and then by the geopolitical and economic impacts of the war in Ukraine.

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.

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.

Download our new study to gain insights that can inform you about your next transaction or get in touch with our team to discuss how these findings may apply to your specific situation.

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.
• 47 % of the analyzed M&A transactions in the Central European region use Material Adverse Change (“MAC”) clauses.
• 62% of the reviewed SPAs opted for arbitration clauses, while only 38% designated common courts — marking a notable shift in dispute resolution preferences.

How can Deloitte help?

Deloitte Legal’s industrialized M&A service is a full legal package across the M&A lifecycle with a focus on delivering business value during any stage of the transaction. Our approach provides a robust, rigorous and repeatable way of doing M&A, informed by Deloitte's deep understanding and experience of transaction processes. We bring business and market insight to address today’s complex risk environment.

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