We always recommend that investors conduct a comprehensive legal and due diligence of the business they are planning to acquire. In their turn, an enterprise that is to be acquired should be well prepared for this analysis. We offer comprehensive legal and financial due diligence for buyers. We also prepare and supervise the due diligence procedure on the seller side, so that it takes place in an atmosphere of confidentiality and without interfering with day-to-day operation. We analyse in detail whether a given transaction should be cleared by the Head of the Office for Competition and Consumer Protection and, if necessary, file the respective notice of intention to concentration of businesses with the Office. Generally speaking, the entire structure of a transaction depends on whether or not it creates an obligation to apply for merger clearance. Being aware of all the legal risks involved, an entrepreneur contemplating a transaction can negotiate for terms and conditions that are both advantageous and legally safe.

It is impossible to overestimate the importance of an investment agreement. It defines the structure and course of an investment, the rights and obligations of the parties to the agreement for its duration; it safeguards the interests of minority shareholders/stockholders, and sets out the business objectives for the management board. Last but not least, it determines the terms and conditions on which a party can exit from the investment. We draft investment agreements for investments of virtually any type or size. The terms and conditions characteristic of smaller investments can be included in a shareholders agreement. As a rule, shareholders conclude such an agreement to regulate matters they do not want to be included into the Articles of Association due to the public nature of the latter or for some other reason. Protecting the rights of all the parties and setting out precise business objectives is essential for the success of any investment project.

Nowadays, one can easily set up a company without leaving his/her office or home. However, a company created this way does not always meet all the criteria that are important to its shareholders. For the smooth running of a company, the mutual relations between its shareholders should be properly formalised. We draft Articles of Associations that are tailored to the needs of our clients and file them with the National Court Register. In Warsaw, the entire procedure on average takes one up to two months.

Investors often require that the business in which they are planning to invest should have a particular legal form or undergo restructuring. We help our clients to meet these requirements, usually after an investment agreement has been signed, but sometimes already at the preliminary stage of searching for an investor, thereby making the search more effective. We set up, restructure, merge, and split companies. We carry out the restructuring of entire corporate groups. Sometimes we set up business structures for tax purposes.

Exiting from an investment is associated with the sale of shares through a private or public offering or to the company itself. Some of the ways in which we protect the interests of shareholders are by using the tag-along and drag-along right and through effective statements about the state of the company from which they are exiting. Often we act to secure payments for shares by means of bank escrow accounts and notarial deposit.