Mergers and Acquisitions

Have you developed a business and now you want to sell it? Perhaps you have already found an investor but do not know how to proceed? Or maybe you are an investor and would like to make sure that a given business is worth your while?

One of the guiding principles of our professional philosophy is that simple solutions are always the best. We try to make the acquisition of companies and businesses as simple as possible. However, each project is unique. Therefore, the correct choice of the optimal structure of a transaction is extremely important. We offer solutions that allow you to save money and time.

Legal analysis

Before making an acquisition, every purchaser should carefully examine what it is they are buying. An investment whose legal situation has not been examined may give rise to problems. One of the typical problems involves liabilities incurred by the predecessors. We perform legal and tax analyses, deliver detailed reports and give advice as to the possible solutions to any problems identified in the course of the analysis.

Acquisition of company shares/stock or assets

An investment-related transaction typically involves the conclusion of a share/stock purchase agreement or an agreement for the purchase of an entire enterprise, an organizationally independent part of an enterprise, or its assets. The agreements are meant to safeguard the interests of the parties. We prepare and negotiate confidentiality agreements, letters of intent, term sheets, preliminary agreements and agreements on transfer of ownership, trust account agreements, and joint-venture agreements. We also represent our clients before government agencies, banks, and business partners for the purposes of obtaining various permission without which the transaction would be impossible or greatly complicated.

Merger of companies

Merger of companies, as regulated by the company law, has become an increasingly popular instrument. It is used as part of the restructuring of corporate groups or when independent entrepreneurs want to join their efforts. Companies can be joined through a takeover or a merger. The procedure, however, is anything but straightforward. If poorly planned, it can result in severe penalties, including the annulment of merger. We offer advice at all stages of company merger. At the stage involving the management and the owners, we help our clients to work out a merger plan, to draw up resolutions of the General Meeting of Shareholders, and to notify shareholders. At the registration stage, we prepare and file applications with the National Court Register. We also provide assistance in the execution of various obligations following the merger.

Anti-trust clearance

A company merger or takeover, regardless of the exact manner in which it was effectuated, can result in the creation of very close links between entities that had been independent previously. In certain circumstances, such links may exert a significant impact on the level of competition existing in the market. Therefore, before companies are consolidated, the respective transaction should be analysed to see if it requires anti-trust clearance. We analyse transactions to determine whether they have to be cleared by the Polish or EU authorities. If necessary, we file the required notification and represent our clients in the respective administrative proceedings.
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(+48) 22 354 63 95

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