Due Diligence

Due diligence in Poland

Due diligence is carried out because of various reasons. Generally due diligence processes in Poland are carried within M&A projects (merges and acqusitions), however they may also be carried out for other reasons (Polish contractor verification)

Legal due diligence in Poland:

Basic scope of due diligence investigation usually covers:

1. Corporate matters:
   – establishing i.e.: existence of the company, quantity and type of shares, the share capital, the paid in capital,
   – verifying the vendor’s title in shares
   – establishing restrictions in share disposals
2. Establishing assets and claims of Polish company
3. Establishing liabilities of the company (i.a. pending disputes, projects carried out by the company before the transaction, binding contracts with other entities)
4. Financial matters (e.g. financing agreements, grants, subsidies, lease agreements, guarantees, warranties)
5. Labour law matters (e.g. employment contracts, collective labour agreements, trade unions, labour disputes)
6. Environmental matters
7. Antitrust law matters [mainly Council Regulation (EC) No 139/2004]
   – examination of common markets affected by the transaction
   – establishing whether the purchaser shall lodge the concentration notification (to Commission or to competent authorities of the Member States)
8. Intellectual property matters
9. Tax matters [e.g. civil law activities tax (CLAT / PCC), income tax)

Since purposes of due diligence are diverse, the scope of investigation may differ from the basic one and may be more detailed in some areas.

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