MERGERS AND ACQUISITIONS

Our lawyers advise on all types of merger and acquisition (M&A) deals and provide legal support at each stage of such transactions. We offer assistance in identifying a suitable transaction vehicle (a special purpose company or group), finalizing terms and conditions of the deal, analysing the legal situation of the special purpose vehicle, obtaining administrative decisions needed to close the transaction and in post-closing restructuring of the target companies.

We also advise investors participating in M&A transactions at the exit stage.

We are able to assist you in obtaining or granting financing for M&A transactions.

Our lawyers have extensive international experience and team up with foreign lawyers and tax advisors in cross-border M&A transactions. This means we can help resolve legal and tax issues arising in international M&A transactions, in particular those involving entities organized under Luxembourg, French, Dutch and Delaware laws.

Our scope of advisory includes:

  • Designing the legal and tax structure of M&A transactions;
  • Representing clients in negotiating transaction terms;
  • Drafting pre-transaction documentation (non-disclosure agreements, term sheets);
  • Conducting due diligence reviews of special purpose vehicles;
  • Assisting clients in obtaining administrative decisions needed to close transactions, including merger clearances from the Polish competition authority;
  • Drafting transaction documentation (investment agreements, shareholder agreements, share purchase agreements) and assisting in closing the transaction;
  • Filing all notifications to relevant registers required in connection with the transaction;
  • Conducting post-closing restructuring of the target company;

 

 Examples of projects completed by our lawyers:

  • Advising on acquisition of a Polish food producer. 
    The transaction consisted in an investment made by a private equity fund into a group of food production companies, and the acquisition of a controlling interest.

  • Representation of a private equity fund in exiting its investment in a Polish group of food companies. 
    The project consisted in the sale to a competitor of a controlling stake held by the private equity fund.

  • Post-closing restructuring of operating companies. 
    The projects were aimed at reorganizing a group of operational companies purchased or otherwise acquired by private equity funds in order to optimize their operations and ensure a sound rate of return on investment upon the fund exiting the transaction.

  • Advising on transfer of an organized part of business between two chemical majors in a global transaction closed simultaneously in over 30 jurisdictions. 
    The transaction consisted in the transfer—to the buyer—of an organized part of business of one of the companies (including rights and obligations under selected contracts, real estate, and intellectual property rights). The transaction formed part of a global transaction spanning more than 30 jurisdictions across 5 continents. In Poland, the transaction involved subsidiaries of two German entities (both global chemical concerns).