There are no stamp taxes or transfer taxes.
In most cases, making or amending entries in any register, such as the Commercial Register or the Land Register, require the payment of state fees, the rates of which are determined by the State Fees Act. Typically, these amounts are quite negligible.
Certain contracts require notarial certification, including merger and division agreements and transfer of real estate. In such cases, one must consider the notary fee established by the Notary Fees Act. The fee is typically calculated as a percentage of the transaction value. An important difference regarding business combinations is that in the case of mergers and divisions, the transaction value is calculated based on the share capital, while in asset purchase agreements the transaction value is usually the value of the asset itself. Since the value of the enterprise is often significantly higher than the company’s share capital, the notary fees for asset purchase agreements are also higher.
In any case, the most significant costs in any business combination are likely to be costs related to due diligence, legal assistance, and auditing.
Break-up fees are not provided for by law, and their negotiation is a matter of the parties' contractual freedom.
According to the Law of Obligations Act, persons engaging in any pre-contractual negotiations must consider each other's interests and rights. If such negotiations do not result in an agreement, no legal consequences arise from them. However, a person must not engage in negotiations in bad faith, especially if they have no genuine intention of entering into a contract, nor terminate negotiations in bad faith. In that case, the aggrieved party has the right to claim compensation for damages. Generally, these damages should include directly related costs and expenses rendered useless (such as travel and time costs associated with negotiations, drafting of contract projects, etc.). If it would be extremely unfair to limit compensation solely to direct costs, the party to the contract must reimburse all the expenses incurred in relying reasonably on the promise of the contracting party to conclude a contract.
Typically, such situations are resolved through a separate agreement (such as a letter of intent), which may stipulate penalty clauses in case either party refuses to conclude the contract. This also applies to preventing competing offers. The parties may agree, for example, on a reservation period.
