Services

local expertise international depth

Corporate and M&A

 
Our corporate team provides entire business life-cycle advice to companies, businesses, individuals and financial institutions. Whether our clients are growing, diversifying, downsizing, investing, exiting or fundraising, we help them achieve, and to succeed in, their business objectives in a cost-effective and proactive way. We provide our clients - which range from publicly-traded groups to entrepreneurial start-ups - with a complete service across the whole spectrum of corporate transactions and advice.

For every company, and its board and shareholders, an M&A transaction is a significant step. Having the right legal advisers alongside is key to a successful outcome. Whether the transaction is an acquisition, a merger, a joint venture or a disposal of a company, our clients look to us for advice on structuring, for guidance on the unexpected complexities which so often arise and for support on negotiation. They also look to us for advice on arranging the merger control which is usually critical to the success of any M&A transaction. Our team works with clients to devise their global merger control strategy.

The typical range of services we provide in M&A transaction includes services indicated below.  
 
Structuring:
 
Development, in cooperation with the client, of a business-optimal transaction structure, with particular attention to the tax consequences of the transaction, including, if necessary, taking into account international tax aspects.
 
Due diligence:
 
Conducting, prior to commencement of the acquisition process, the legal due diligence of the company (or assets), resulting in a red flag report summarizing the identified risks and possible means of eliminating or mitigating them.
 
Virtual Data Room:
 
Legal advice on the preparation of a Virtual Data Room containing information and documents on the company prepared for due diligence, including:
 
  • drawing up a list of documents and information to be presented in the Virtual Data Room
  • verification of the completeness and confidentiality of information and documents of a legal nature prepared for the company’s due diligence
  • coordinating the legal due diligence
  • legal assistance in subsequent Q&A sessions and supervision of the information provided
  • participation in meetings.

Transaction documentation:
 
  • drafting and negotiating, depending on the specifics of the given transaction, a draft letter of intent, term sheet, non-disclosure agreement (NDA), investment agreement, option agreement, sale purchase agreement (SPA) and shareholders’ agreement (SHA);
  • preparation of corporate documentation necessary for the transaction.

W&I insurance:
 
Legal assistance and coordination in preparing the W&I insurance policy, including, in particular liaising with the insurance broker, agreeing on the initial package of representations and warranties to be included in the agreements
 
Escrow account agreement:
 
Preparation and negotiation of an escrow account agreement with the selected bank to secure payment of the price, with due provision for any earn-out / price adjustment mechanisms.    

Many of our clients are international and turn to us for counsel on their Polish and international deal making. We are also the Polish member of the New Circle Legal Network (https://www.newcircle.legal/), giving our clients access to leading international advice around the globe.