Exit · SecondaryMost exits aren't lost at the term sheet — they're lost in the diligence

Exits & Secondaries.

We prepare venture-backed companies to survive buyer-side scrutiny — so when the offer lands, nothing in the data room kills the deal.

Exit readiness audits, cap-table clean-ups, secondary sales, and founder liquidity — structured so the buyer, the board, and every line of the cap table land cleanly at close.

Book a 30-min call

30+

Exits closed

20+

Secondary transactions

11 weeks

Median time to close

W h a ts e t su sa p a r t

The exit that closes is the one that was ready before it started.

Twelve months of preparation compresses into eleven weeks of execution. We make sure the data room, the cap table, and the governance are buyer-ready long before the teaser goes out.

Buyer-side diligence simulation

We run the exact diligence a strategic acquirer or private equity buyer will run, six months before they do. Every red flag gets remediated on your timeline, not theirs.

Cap-table clean-up

Orphan options, unconverted SAFEs, missing intellectual property assignments, dormant shareholders. Every loose end gets resolved before the virtual data room goes live. Buyers find a cap table that reconciles to the share register on the first pass.

Secondary mechanics

Valuation reference points, transfer restrictions, ROFR waivers, and investor consent — all pre-negotiated.

Waterfall modelling

Liquidation preferences, participation caps, and carve-outs modelled so founders and employees know their number at every price.

D e t a i l n ě

Six workstreams. Every gap closed before the buyer walks in.

Exit readiness audit

A structured 3-to-4-week review that mirrors buyer-side due diligence.

Cap-table & ownership clean-up

Reconcile every share, option, and warrant back to source documents.

Sell-side M&A execution

Teaser, non-disclosure agreement, virtual data room build, share purchase agreement negotiation, warranty and indemnity insurance placement, and closing.

Secondary sales

Structured secondary sales to incoming investors or specialist secondary funds.

Founder liquidity programmes

When the company doesn't need capital but the founder does, we structure partial liquidity.

Employee share buybacks

Structured buyback programmes for departing or long-tenured employees.

C l i e n t v o i c e

“Ambit's transactional expertise, negotiating skills, and ability to handle cross-border deals make them one of the leading Czech law firms in VC and M&A.”

Vlastimil Venclík

CEO · Oddin.gg

Report · PDF

CEE VC Deals Report 2025

Sourced from our own deal flow — median round sizes, valuations, and term structures across every institutional round we closed in CEE last year. Data you won't find in any public benchmark.

Read full story →

Coming soon · Playbook · in production

How to Exit

The buyer-side playbook for founders — what gets diligenced, what kills deals, and how to fix it before the teaser goes out.

Read full story →

V á š p a r t n e r

PORTRAIT · T. DITRYCH

Tomáš Ditrych

Managing Partner · Venture Capital

tomas.ditrych@ambit.law

Tomáš leads Ambit's Venture Capital practice. With 300+ VC transactions closed across the region in the past several years, Tomáš is one of the leading legal authorities on venture capital in Central and Eastern Europe. He holds a dual law degree from the United States (San Francisco) and the Czech Republic (Ph.D.) and lectures at the Charles University in Prague (class "Startups and VC Transactions").

300+

VC deals closed

€380 M+

Capital transacted

15+

Years of experience

Direct line to the partner who closes your round. Most enquiries get a reply within the business day — usually with a calendar link attached. No intake forms, no junior screener.

When should we start preparing for an exit?

Twelve to eighteen months before you go to market is ideal. Cap-table cleanup, IP assignment audit, employment contract review, and historical-records reconstitution take time — doing them under buyer-side DD pressure costs valuation. Start earlier and you negotiate; start later and you concede.

What's the difference between a secondary and a regular share sale?

A secondary is a transfer of existing shares between shareholders — typically a founder or early employee selling to a later-stage investor at a step-up valuation — with no new money entering the company. Tax treatment, mechanics, and consent requirements differ significantly from a primary issuance, and we handle both.

Do you advise on tax structuring or just the legal mechanics?

Both. Founder exit tax planning is the single highest-value workstream in any sale, and we coordinate with our tax team from day one — holdco placement, residency questions, escrow tax treatment, earn-out characterisation, and post-closing distribution mechanics. The legal mechanics serve the tax outcome, not the other way around.

What's the typical timeline from LOI to closing?

Eight to twelve weeks for a clean mid-market strategic sale. Sixteen to twenty for a private-equity sponsor deal with debt financing. IPO timelines are six to nine months from kickoff. We compress where possible, but rushed exits leave money on the table — we'll tell you when speed is costing you.

How do you handle employee stock options at exit?

Depends on the plan documents. Most ESOPs we drafted include exit-acceleration provisions, so options vest at change of control and either cash out or roll into buyer equity. We coordinate the option-pool reconciliation, withholding tax calculations, and employee communications timeline — typically the most operationally complex part of any exit.

What if the buyer wants us to stay on under an earn-out?

Earn-outs are negotiable in structure but unavoidable in many strategic deals. We negotiate the metric definitions, the protection mechanics (ring-fencing, board veto on operational changes that suppress earn-out targets), and the dispute-resolution provisions. About 40% of our exit work involves earn-out structuring.

Exits & Secondaries.