Mergers and Acquisitions
Mergers and acquisition is one of the most essential areas of our practice. We provide comprehensive legal assistance in carrying out company mergers, divisions and transformations, with consideration given to both tax and organisational aspects of such processes. We advise on the selection of the optimal form of business and on the development and reorganisation of our Clients’ businesses. Our team has extensive transactional experience in acquisitions of businesses or any parts thereof, and in conducting due diligence immediately preceding such processes.
The analysis and implementation of the aforementioned processes, setting the strategy and the optimal legal and tax structure require an interdisciplinary approach that we provide to our Clients based on the strong practical experience of our specialists. As a result, we may boast many completed capital projects and transactions and in many aspects we are true pioneers in the business.
Areas of practice
Our consultancy includes the carrying out of or supervision over legal due diligence of companies, for both the seller and the buyer. We implement corrective measures with regard to any identified risks and omissions. Based on the results of these works, we develop both strategy and legal structure of the planned transaction or venture.
Our Law Firm carries out professional and comprehensive legal and tax due diligence, with support of economic advisors and specialists cooperating with us in various fields covered by due diligence. We also provide support in preparing the company for such due diligence in terms of protection of its confidential information.
We provide comprehensive assistance in carrying out company transformations, mergers and divisions, with consideration given to tax consequences of such operations. We advise also on the process of transforming one-man businesses and civil-law partnerships into commercial companies and partnerships. Within the services offered, we examine entities that are to participate in the aforementioned processes, in particular in terms of their contractual relations with business partners and banks, as well as administrative relations, such as licenses, permits and concessions granted. Our consultancy includes also the verification of special conditions resulting, for example, from any grants or subsidies received for their business activities. We verify the existence of any additional obligations related to the planned process, e.g. restrictions on business concentration. Based on the legal and factual conditions identified as a result of such analysis, we set a schedule for the efficient carrying out of the process and support our Clients in its implementation.
In order to ensure the comprehensiveness of the provided services, we cooperate with specialists in various fields, including experts in taxes, valuation of assets, as well as economy and finance. We ensure the carrying out of the company merger, division and transformation process in a manner guaranteeing its smooth and effective functioning within the new structure.
We provide comprehensive advice – both to the buyer and to the seller – in connection with transactions of disposal of businesses and their organised parts, with consideration given to tax aspects and specific nature of cross-border acquisitions. Our Law Firm has extensive experience in preparing companies and capital groups for sale and we have also practice in negotiating transaction terms and conditions. We provide our Clients with comprehensive legal support at all stages of business acquisition and disposal transaction – starting from legal due diligence of entities, through identification and assessment of legal risks, development of an optimal transaction structure (taking legal and tax conditions into account) and closing of the transaction. Our team advises on drafting shareholders agreements, conducting transactions based on options and defending against hostile takeover.
We provide comprehensive legal assistance in planning and carrying out business reorganisation processes to expand the business or enhance its economic potential. Within that scope, we support our Clients in carrying out merger and acquisition processes, introducing changes in the company’s share capital and changes in their shareholding structure. Taking advantage of those tools, we provide services related to the selection of the optimal business form and capital group structure, with consideration given to both tax and organisational aspects, as well as specificity of a given industry.