Corporate. M&A

Our clients are leading foreign and domestic investors from the private and public sectors. The M&A transaction team includes advocates, legal counsels and tax advisors with many years of practical experience gained during the implementation of numerous prestigious M&A transactions of international, national and local scope. In order to provide a professional level of service, we create for each transaction the dedicated team of attorneys, legal counsels and tax advisors, composed of specialists in these areas of law, which will have the widest application in the implementation of a given transaction. Thanks to this approach to the implementation of the transaction, clients receive full substantive support ensuring legal and tax security of the transaction.

We provide legal assistance both to sellers and buyers in every phase of the transaction, regardless of its type (buy-out transactions, direct investments, joint-venture projects, etc.). We make every effort to ensure that the proposed solutions are as effective as possible from the point of view of our clients’ business objectives and the cost effectiveness of the transaction. In everyday communication with clients, we focus on business language, not legal one, so that it is understandable and transparent. The head of the practice is attorney Krzysztof Topolewski – managing partner.

We offer comprehensive legal services in the field of mergers and acquisitions, including the cross-border merger of companies at each stage of the transaction:

before concluding

• development of the transaction structure and its optimal model,
• support in acquiring financing for transactions.

due diligence studies

• indication and analysis of risks and threats related to the audited entity, its assets and business operations, •
• detection of possible legal and tax defects of the transaction, entity,
• carrying out legal and tax internal audit, preceding the start of the proper transaction process (the so-called vendor due diligence),
• preparation of a research report – indication of legal and tax defects of the sales subject, which in the opinion of potential investors may have a significant impact on the planned transaction, including the offered purchase price.
• conclusion of a transaction
• obtaining anti-trust permits,
• development and analysis of transaction and transaction-related documentation (including to relevant offices or registration bodies),
• representation of clients before competent offices in proceedings leading to obtaining the necessary administrative decisions,
• preparation of transaction documentation, including: sale agreements for shares, shares, enterprises or organized parts of the enterprise (SPA),
• development of managerial (incentive) programs for the management staff and key employees of the company based, among others, for securities (bonds and subscription warrants),
• conducting negotiations related to the transaction and participation in signing and closing the transaction.

after the transaction:

• consulting in the processes of adjusting the business structure after the acquisition to the preferred business model,
• advising on the investigation of possible claims related to the transaction and on the execution of agreements securing the transaction.