M&A Legal Services in Poland

What we do?

Due Diligence, Advisory & Transaction Documentation in Polish M&A

We offer full legal support across the entire M&A process in Poland, tailored for foreign investors and international businesses. Our services are grouped into three core areas:

Strategic M&A Advisory and Risk Assessment

• Market Insight for Foreign Investors – Advisory on the Polish M&A market and typical deal structures, offering a clear view of local trends and investor expectations.
• Local Legal Standards – Guidance on M&A processes and legal requirements specific to Poland.
• Risk Identification – Evaluation of legal, regulatory, and transactional risks that may impact deal viability.
• Transaction Structuring – Strategic recommendations to structure deals efficiently and compliantly.

Due Diligence and Pre-Transaction Support

• Legal Due Diligence – In-depth review of target companies, including corporate, contractual, employment, and compliance matters.
• Pre-Deal Documents – Drafting of NDAs, Letters of Intent (LoI), and Term Sheets to outline terms and protect parties in early stages.

Transaction Documentation and Execution

• Deal Negotiation – Legal support in negotiating key terms and commercial points with counterparties.
• Transaction Agreements – Preparation of Polish-law Investment Agreements and Share Purchase Agreements (SPA).
• Shareholder Agreements – Drafting of corporate documents to regulate governance, exit rights, and dispute mechanisms.
• Market-Standard M&A Terms – Advisory on typical deal clauses, including warranties, indemnities, and price adjustments.
• Tailored Option Agreements – Drafting of call and put options to provide strategic control and flexibility.
• Secured Transaction Support – Assistance with establishing and registering collaterals and securities to secure obligations.

M&A Process Execution in Poland – Legal Transaction Support

We provide end-to-end legal support throughout the execution phase of M&A transactions in Poland, ensuring that every step is managed efficiently and in compliance with local laws. Our services cover all critical execution tasks, including:

• Drafting and Execution of Transaction Documents – Preparation, negotiation, and finalization of share purchase agreements (SPA), asset purchase agreements (APA), investment agreements, shareholder agreements, and other M&A documentation
• Merger Control and Regulatory Filings – Obtaining merger clearance from the Polish Competition Authority (UOKiK) and managing other required regulatory submissions
• Conditions Precedent Fulfillment – Legal assistance in verifying and fulfilling CPs related to corporate, contractual, regulatory, or financial obligations
• Pre-Transaction Corporate Formalities – Structuring and completing shareholder or board approvals, consents, and corporate authorizations
• Regulatory Representation – Representing clients before authorities during pre- and post-transaction processes (e.g., UOKiK, FDI screening)
• Transaction-Related Tax Reporting – Assistance with transaction disclosure obligations, tax documentation, and reporting to Polish tax authorities
• Corporate Register Filings – Registration of share transfers, board changes, capital changes, and other corporate events with the Polish Company Register (KRS)
• Post-Transaction Integration & Transformation – Legal support in restructuring, merging, adapting corporate structures, or harmonizing compliance post-closing

M&A Financing in Poland – Legal Advisory Services

We assist clients in evaluating, structuring, and implementing financing strategies tailored to their transactional needs. Our services include:

• Advisory on Financing Structures – Strategic guidance on selecting optimal project financing methods (debt, equity, hybrid)
• Tax Advisory – Analysis of tax implications and structuring to optimize the fiscal efficiency of financing solutions
• Negotiations with Financing Parties – Representing clients in negotiations with banks, private lenders, private equity funds, and other debt/equity providers
• Drafting and Negotiating Facility Agreements – Comprehensive legal support for syndicated and bilateral credit facilities
• Loan Agreement Support – Drafting, reviewing, and negotiating secured and unsecured loan agreements
• Bond Financing Advisory – Legal assistance in issuing and structuring corporate bonds and related documentation
• Equity Financing Tools – Advice on capital increases, convertible instruments, preferred shares, and other equity solutions
• Collateral and Security Structuring – Establishment and registration of collateral packages, including pledges, mortgages, guarantees, and security assignments

M&A Advisory Services – Who We Advise

Our M&A team provides legal and strategic support to a wide range of stakeholders involved in mergers, acquisitions, and other corporate transactions, including:

• Acquirers – Strategic and financial buyers pursuing growth through acquisitions
• Targets – Companies and business owners preparing for or undergoing sale processes
• Investors – Private equity firms, venture capital funds, institutional and individual investors
• Financial Advisors – Investment banks, M&A boutiques, and corporate finance consultants
• Founders & Shareholders – Seeking exit strategies or capital restructuring
• Management Teams – Involved in management buyouts (MBOs) or buy-ins (MBIs)
• Joint Venture Partners – Structuring collaborative business combinations
• Multinational Corporations – Expanding into or consolidating their presence in Poland
• Family-Owned Businesses – Navigating succession planning or divestitures
• Startups & Scale-ups – Undergoing funding rounds or strategic acquisitions
• Public Companies – Engaged in takeovers, tender offers, or regulatory compliance
• Private Companies – Of all sizes, across various industries, involved in M&A activities

M&A Transaction Services – Types of Transactions We Handle

Our M&A team navigates various types of transaction, including:

• Asset Purchases – Acquisitions of specific business assets or divisions
• Share Purchases – Acquisitions of equity interests in private and public companies
• Mergers – Contractual mergers, including cross-border mergers
• Joint Ventures – Structuring and negotiating strategic partnerships and alliances
• Leveraged Buyouts (LBOs) – Transactions involving debt-financed acquisitions
• Management Buyouts (MBOs) and Buy-ins (MBIs) – Owner transitions driven by internal or external management
• Private Equity Investments – Entry, expansion, and exit transactions for PE firms
• Venture Capital Transactions – Early and growth-stage equity investments
• Restructurings and Workouts – Corporate reorganizations, distressed M&A, and insolvency-driven deals
• Tender Offers – Public offers to acquire shares, including hostile and friendly bids
• Spin-offs and Carve-outs – Divestitures and separation of business units
• Capital Increases and Equity Swaps – Deal structures involving share issuances or exchanges
• Reverse Mergers – Acquisitions allowing private companies to go public
• Cross-border Transactions – Inbound and outbound M&A involving foreign jurisdictions