- Scope of services
Transactions/Mergers and Acquisitions/Corporate
Our M&A team operates on a one-stop-shop basis, providing "360-degree" consulting in the following areas: legal, tax, business, digital and transaction (M&A).
We support our clients in all or selected areas of the transaction process: legal advice at every stage of the transaction, due diligence (legal, financial, tax), corporate financing, development of transaction structures and drafting of transaction documentation. We help successfully conduct foreign acquisitions, attract investors, optimize ownership structures and implement corporate governance principles. We also assist with obtaining financing for the innovative development of enterprises – both from public funds and other available sources.
Transactions, mergers and acquisitions
Foreign acquisitions
- Going abroad through acquisitions (acquiring another entity)
- "one-stop-shop": coordination of the work of all foreign advisors, including legal, tax and financial as lead counsel (lead advisor)
- First point of contact for the client
- Transaction documentation (under Polish or foreign law) similar to Polish standards
- Due diligence with the help of partners (including tax and financial)
Concentration submissions
- Analysis of the need to notify the relevant authorities of a concentration based on national laws and EU regulations
- Application forms and documentation required by the OCCP
- Representation before the OCCP in merger investigation and control proceedings
- Monitoring the OCCP's decisions
- Support with the fulfillment of obligations arising from a decision of the OCCP
Handling M&A transactions for sellers or buyers
- "one-stop shop": coordination of the work of other advisors, including tax and financial advisors
- Target/investor selection (in cooperation with CRIDO)
- Sale transactions concerning all or a block of shares
- Transactions involving the securing of an investor to recapitalize a company
- Sell-side and buy-side transactions
- Non-disclosure agreements
- Teasers and information memoranda from the legal side
- Due diligence
- Transaction documentation
- Signing and closing transactions
Advising on Private Equity and Venture Capital transactions
- PE/VC fund representation
- Representation of owners of companies in which funds invest
- Shareholder agreements (SHA)
- Option contracts
- Other documents required for PE/VC transactions
Due diligence and vendor due diligence investigations
- Due diligence investigations for the buyer/investor
- Vendor due diligence research for the seller/current owner
- Research covering legal, tax and finance matters
- Recommended partners to perform environmental and technical due diligence exercises
Negotiating the terms of W&I insurance
- Cooperation with brokers
- Obtaining of liability insurance offers for the selling party (Warranties and Indemnities insurance)
- Negotiation of insurance terms
- Insurance documentation
Capital markets (delistings, IPOs)
- IPO processes
- Issues made by public companies
- Capital calls
- Delistings
- MAR
Corporate Affairs
Establishment of companies and entities; development and implementation of corporate governance
- Selection of the legal form aligned with the investor’s business objectives
- Company agreements and statutes tailored to individual investor needs
- Formation of business entities (e.g., partnerships, companies, foundations, associations, branches of foreign companies)
- Shareholders’ agreements for joint venture projects
- Internal regulations for corporate bodies and other entities
- Corporate governance principles
Special purpose vehicles (SPVs)
- Fully registered SPVs
- Ready to begin operations immediately
- Active bank accounts
- Fully compliant with legal requirements
- No operational history; no associated risk
Ongoing advisory
- Preparation of resolutions and corporate documents
- Reviewing and negotiating business contracts
- Ongoing legal support for individual entities as well as portfolios with multiple companies
Transformation, merger and division
- Selection of the optimal legal form based on business strategy
- Assessing legal security for shareholders and corporate officers
- Evaluating distribution flexibility, recapitalization options, and control retention
- Complex reorganizations of companies, in particular mergers and divisions
- Cross-border projects
- Structuring processes to avoid disruption to current operations
Arrangement (reorganization) of ownership structure
- Simplification through mergers or liquidations
- Succession planning
- Ownership changes
- Transformation of legal form
- Representation before courts and public authorities
- Compliance oversight
Preparation of a succession plan
- Succession scenarios
- Protection of interests for both the founder and successors
- Step-by-step succession schedules
Implementation of succession-related solutions
- Partnership agreements
- Agreements between partners
- Documentation aligned with the selected succession scenario
- Representation before registration courts and other authorities
- Coordination of documentation flow
- Compliance oversight
Detailed due diligence of the business for handover
- Analysis of the founder’s business records
- Clarifying the operational and legal characteristics of the business
- Risk identification
- Preparing potential succession scenarios
Creation and negotiation of financing agreements
- Financing agreements for borrowers and lenders
- LMA-standard or financier-standard documentation
- Secured and unsecured term and revolving credit/loan agreements
- Syndicated loan agreements
- Subordination agreements
- Securitization agreements
- Financial and operating lease agreements
- Refinancing documentation
- Collateral agreements
- Cash-pooling agreements
- Capacity opinions
- Enforceability opinions
- Conditions precedent to payment
- Pay-off letters
- Security release letters
- Documentation under English law and German law, including security packages and ISDA documentation
Payment congestion
- Verification of statutory reporting obligations
- Internal procedures for monitoring compliance
- Systematization of data collection for reporting
- Reports on applicable payment terms
Due diligence on financing agreements
- Reports (especially for the purpose of acquisition transactions) on financing agreements (loans, credit, mezzanine financing or bonds, as well as on the collateral required for these agreements)
Transaction consulting
- Financing agreements for borrowers and lenders
- LMA-standard or financier-standard documentation
- Security agreements
- Capacity opinions
- Enforceability opinions
- Conditions precedent to payment
- Pay-off letters
- Security release letters
Legal advisory regarding corporate reorganizations of financed entities
- Supporting financiers and borrowers
- Corporate reorganizations (mergers, divisions, conversions)
- Ownership structure changes of financed entities
- Global financing or refinancing projects for capital groups
- Documentation of comprehensive security packages
- Collaboration with a network of trusted law firms worldwide
Reviews and/or preparation of standard contracts for financial institutions
- Advisory services for financial institutions in preparing or reviewing updates to standard documentation
Distribution
- Selection of the optimal distribution method
- Preparation of documents
- Representation before registration courts
- Draft documents on:
- share redemptions
- withdrawals of contributions
- reimbursement of surcharges
Liquidation
- Liquidation following asset disposal
- Liquidation due to business termination
- Planning the decommissioning process
- Legal risk management during the final stage of operations
