Regulatory Advisory – Support for Transactions in Regulated Sectors
Regulatory advisory forms an integral part of our transactional practice. We examine regulatory requirements applying to target companies, assess the legal impact of ownership changes, and reflect our findings directly in transaction documentation.
Holding required permits is only the starting point. We also verify whether the target maintains ongoing operational compliance, assess obligations arising under its key commercial contracts, and determine whether proposed acquisitions trigger notification or approval requirements before regulatory authorities or counterparties.
Regulatory Due Diligence
We analyze concessions, permits, licenses, regulatory register entries, and sector-specific compliance documentation. We examine administrative proceedings and evaluate the impact of non-compliance issues on ongoing operations and proposed investments.
We assess whether transactions affect operating permissions required to conduct business. We distinguish between the regulatory effects of share acquisitions versus business or asset purchases. We establish required consents, notifications, and remedial actions to be incorporated into project timelines.
Sector Experience
We advise on healthcare transactions, including those involving clinics and hospitals. We examine legal requirements governing medical operations and analyze contracts with the National Health Fund (NFZ) that impact facility acquisitions and post-closing operations.
Our transactional practice also covers companies operating in food production, manufacturing, cosmetics, and IT. Furthermore, we advise investment funds on regulatory matters pertaining to their fund structures and investment activities. We tailor the scope of analysis to each target’s actual operational activities.
Integrating Due Diligence Findings into Deal Terms
We identify issues requiring remediation prior to signing or closing, as well as those to be addressed via post-closing covenants. We negotiate representations, specific indemnities covering identified risks, and mutual cooperation obligations.
Where a transaction requires merger clearance, we draft merger control filings and represent clients before the President of the Office of Competition and Consumer Protection (UOKiK). We reflect regulatory approval requirements and statutory procedures directly within closing conditions precedent.
Questions and Answers
What does regulatory advisory involve during a company acquisition?
It involves determining which sector-specific regulations apply to the company, evaluating whether it meets operational compliance requirements, and assessing how the ownership change impacts its regulatory standing. We review documentation, identify legal risks, and outline necessary consents or regulatory notifications. These findings are subsequently used when negotiating transaction agreements and structuring closing mechanics.
Does purchasing shares automatically preserve a company’s permits and licenses?
In a share purchase, the legal entity holding operating permits remains the same – only its underlying ownership changes. However, this does not mean the transaction is free of regulatory implications: specific statutory provisions or permit conditions may mandate approval or notification upon a change of control. In asset purchases, separate analysis is required to determine whether permits can legally transfer to a buyer and under what procedure.
What is examined during the acquisition of a clinic or hospital?
The analysis covers statutory requirements for medical service providers, entries in healthcare facility registers, and operational compliance records. Where the facility provides services reimbursed by the National Health Fund (NFZ), we analyze public healthcare contracts and their transferability or continuation. Scope varies depending on facility type, service range, and acquisition structure.
How can regulatory risks be protected against in a purchase agreement?
Depending on risk severity, parties may structure pre-closing conditions requiring issue remediation, obtain statutory approvals, or incorporate seller indemnities covering specific contingencies. Agreements can also specify post-closing cooperation protocols. However, contractual protections cannot supersede or excuse non-compliance with mandatory statutory regulations.
