An earn-out is a pricing mechanism where part of the purchase price is linked to the future financial performance of the company. It is often used when the buyer and the seller have different expectations regarding the company’s valuation, or as an incentive for existing shareholders or management to remain engaged after the transaction and maintain strong performance.

In practice, an earn-out allows the seller to receive an additional payment if the company achieves agreed financial or business targets following the transaction. It helps to bridge the valuation gap between the parties — the buyer pays a base price upfront and commits to paying more if the company performs well.

This mechanism is particularly common in transactions where:

• the seller remains involved in the business post-closing (e.g., as management or minority shareholder),
• the company operates in a rapidly changing or high-growth industry,
• or the buyer wants to minimize the risk of overpaying for future potential that has not yet materialized.

In essence, an earn-out aligns the interests of both sides — it rewards the seller for continued performance and protects the buyer from paying for results that may not be achieved.

If you need experienced legal support in structuring or negotiating an earn-out, get in touch with our M&A team at MFW Fiałek.

Negotiating an investment agreement is one of the key stages of an M&A or equity investment transaction. It covers the transaction structure, the rights and obligations of the parties, price calculation mechanisms, and the principles of managing the company.

An investment agreement defines the rules for an investor’s entry into a company – including the value of the investment, minority protection rights, price mechanisms (such as earn-out), corporate governance principles, and exit conditions.
The role of a legal advisor is to design solutions that protect the client’s interests while ensuring that both parties reach commercially acceptable compromises.

In practice, the negotiation process usually consists of several key stages:

• Preparation – analyzing business assumptions and transaction structure.
• Term sheet stage – defining the key terms of cooperation.
• Negotiation of key provisions – related to control, investor rights, pricing mechanisms, and exit conditions.
• Finalization and signing of the investment agreement.

Properly conducted negotiations help minimize risks, accelerate transaction closing, and create a solid foundation for a successful long-term partnership between the investor and the founders.

The MFW Fiałek team advises on M&A and private equity transactions, supporting both investors and founders in structuring and negotiating investment agreements. Contact our M&A team.

Legal due diligence examines a company’s legal and corporate standing, while financial due diligence focuses on its financial performance, liquidity, and overall stability. Both processes are complementary and essential to a successful M&A transaction.

Legal due diligence

Legal due diligence involves a review of the company’s corporate documentation, commercial contracts, intellectual property rights, pending disputes, employment matters, and potential liabilities.
Its purpose is to identify legal risks that may affect the value or completion of the transaction.

Financial due diligence

Financial due diligence, in turn, evaluates the company’s financial statements, debt levels, profitability, and cash flow. It provides investors with a clear understanding of the company’s financial health, sustainability, and potential returns.

Why both are important

Both legal and financial due diligence are integral parts of the M&A process. Together, they provide a full risk assessment and allow investors or buyers to make informed decisions and negotiate the most favorable transaction terms.

Planning an acquisition, investor entry, or business sale? Contact our M&A Team – we’ll help you manage due diligence efficiently and ensure full legal and financial security for your transaction.

MFW Fiałek advised Metalkas S.A. on the issuance of bonds with the Polish Development Fund (PFR) as the investor.

The transaction represents a successful collaboration between public and private sectors in financing the growth of Polish industrial companies. PFR’s participation highlights the increasing role of institutional investors in corporate financing and the growing importance of bond issues as an alternative source of capital in Poland.

Our advice

Our legal assistance covered comprehensive advice to the issuer and its shareholders throughout the bond issuance process, including the negotiation of the terms and conditions of the bound issuance and security documentation.

MFW Fiałek project team

The project team was led by Mirosław Fiałek – Partner, and included Mariusz Domagała – Counsel, Krzysztof Drzymała – Senior Associate, and Natan Fischer – Associate.

Transaction parties

Metalkas is one of the largest manufacturers of shelving and ladders in Europe. The company holds over 20% of the EU steel shelving market and approximately 70% in Poland, while in the aluminium ladder segment it reaches around 40% of the domestic market. Metalkas products are distributed to 32 countries through DIY chains, FMCG retail, and e-commerce channels. In the 2024/25 financial year, the company generated over PLN 300 million in revenue and PLN 47 million in EBITDA.

The Polish Development Fund is a group of financial and advisory institutions for entrepreneurs, local governments and individuals investing in Poland’s sustainable social and economic development, whose priorities are infrastructure investments, innovation, entrepreneurship development, export and foreign expansion of Polish enterprises, support for local governments, implementation of the Employee Capital Plans programme and servicing foreign investment.

Transaction significance

The Metalkas bond issuance with PFR participation demonstrates the effective use of debt financing in the industrial sector. The transaction highlights how capital market instruments can support the growth of Polish manufacturing companies and confirms MFW Fiałek’s expertise in advising on complex financing transactions and corporate bond issues.

The most common risks in M&A transactions include hidden liabilities, regulatory and legal risks, contractual disputes, and overvaluation of the target company. These risks can be effectively mitigated through comprehensive due diligence and the inclusion of appropriate protective clauses in transaction documents.

Among the most frequent transaction risks are:

• undisclosed tax or financial liabilities,
• regulatory and legislative compliance risks,
• disputes with contractors or unclear ownership of assets,
• overvalued or undervalued company valuation.

How to reduce risks in the M&A process

Risk mitigation involves:

• conducting a thorough due diligence review,
• including protective clauses (such as representations, warranties, and indemnities) in the share purchase agreement,
• engaging experienced legal and financial advisors to safeguard the parties’ interests.

Professional legal advisory not only helps identify and minimize risks but also enhances the security and efficiency of the entire transaction process.

If you are planning a business sale, investor round, or acquisition, contact our M&A Team – we’ll help you identify and mitigate risks at every stage of the transaction.

MFW Fiałek, a law firm specializing in mergers and acquisitions (M&A) in Poland, has once again been recognized in the Mergermarket Global & Regional M&A Legal Advisory Rankings for the first nine months of 2025.

In the latest edition of the ranking, we were placed among the top law firms in Poland, securing 4th place by deal count and 17th position in the Central and Eastern Europe (CEE) region.

Mergermarket is one of the leading global sources of intelligence on the M&A market, tracking the activity of law firms worldwide. Our result reflects the continued trust of clients from Poland and abroad, as well as our team’s extensive experience in advising on complex transactional projects — from due diligence and negotiations to deal execution.

We are proud to be recognized among the most active M&A advisors in the region.
We would like to thank our clients for their trust and our team for their dedication and determination — achievements like this would not be possible without them.

At MFW Fiałek, we believe that excellence in legal advisory goes hand in hand with innovation and efficiency. The legal world is changing rapidly – and we are evolving with it.

We are proud to announce that our firm has implemented Legora, a next-generation legal management system powered by artificial intelligence (AI) that supports our journey toward digital transformation and operational excellence. The platform automates repetitive tasks, enhances workflow management, and strengthens document control across teams. It also improves the handling of complex M&A and private equity transactions, which require precision, multi-stage coordination, and and full oversight of information flow.

With Legora, we are streamlining the way we organize and manage projects, ensuring better communication across teams and greater transparency throughout our work. The AI-driven system enables us to operate more efficiently, securely, and intelligently – allowing our lawyers to focus on strategy and client needs rather than administrative complexity. In our transactional practice, it translates into improved management of due diligence processes, investment agreement documentation, and coordination between teams involved in capital transactions.

Implementing Legora is not just a technological step forward. It reflects our vision of a modern law firm that treats innovation – including AI – as an integral part of its everyday work and continuously seeks new ways to support clients more effectively.

At MFW Fiałek, we see the future of law as digital, dynamic, and client-centered. Legora helps us combine tradition, legal expertise, and technology – creating a new standard of legal advisory. It’s another step toward building a modern M&A and private equity practice, where our team’s experience is supported by intelligent, AI-based tools that enhance transactional processes and collaboration.

Technology in a law firm doesn’t replace legal expertise – it amplifies it. Implementing Legora is not just about digital transformation; it’s a natural step toward modern transactional advisory, particularly in the M&A and private equity space – driven by quality, trust, and efficiency. – Mirosław Fiałek, Partner, MFW Fiałek

Understanding how long a typical M&A transaction in Poland takes helps business owners plan their timeline and resources effectively. On average, a typical M&A transaction in Poland takes between 3 and 9 months, depending on the scale, structure, and complexity of the deal.

The duration of an M&A transaction depends on many factors, including

• the size and structure of the company,
• the number of parties and jurisdictions involved,
• the scope of due diligence,
• the complexity of contractual negotiations.

Smaller transactions may be completed within 3–4 months, while large and international projects can take up to a year. Proper preparation of the company and effective cooperation with advisors are key to speeding up the process. Proper preparation of the company and early involvement of legal and financial advisors can significantly shorten the transaction timeline and reduce risks.

Planning a business sale, investor round or acquisition? Contact our M&A Team — we’ll help you run the process efficiently and safely.

MFW Fiałek advised the owners of Zakład Przetwórstwa Owocowo-Warzywnego “ROLFROZ” sp. z o.o. on the sale of 100% of the shares to Cedo Capital. The deal ranks among the largest search-fund transactions in Europe to date.

Our M&A advice

Our support covered all stages of the M&A transaction – from assistance in the due diligence process to drafting and negotiating the SPA, advisory agreements, real estate sale agreements, and the remaining transaction documentation through closing. The deal ranks among the largest search fund transactions in Europe to date.

MFW Fiałek project team

The team was led by Mirosław Fiałek – Partner, with legal support also provided by Wojciech Lichterowicz – Senior Associate and Maciej Kiraga – Associate. The team further included Franciszek Furmaniak – Junior Associate and Maksymilian Gnat – Junior Associate.

Transaction parties — sellers and buyer (search fund)

ROLFROZ is a family-owned company built on tradition and commitment. For over 30 years, it has been one of Poland’s leading producers of sterilized and salad vegetables, vegetable and fruit concentrates and purées, as well as pickled vegetables for the food industry.

Cedo Capital is a project founded by entrepreneurs, experienced managers, and trusted investors. Its mission was to identify and acquire Polish SMEs with a solid track record and significant growth potential. The fund is led by Founder and Managing Partner Monika Wincel, supported by an international group of search fund investors from Poland, the USA, Mexico, Australia, Spain, Germany, and Belgium.

Planning a transaction?