When selling to PE, key issues are investment agreement terms – earn-out, corporate governance, minority rights, and exit mechanisms.

Private equity funds are professional investors that always seek to secure their interests in the investment agreement. Sellers should pay particular attention to the earn-out structure (tying part of the price to company performance), the fund’s corporate rights, and exit mechanisms.

It is also essential to define post-transaction management rules (corporate governance) and the role of existing shareholders. An experienced legal advisor can help negotiate terms to minimize risks and ensure a fair balance between the parties.

Planning a transaction? Talk to our M&A Team

MFW Fiałek, a Warsaw-based M&A law firm in Poland, ranked 2nd in the country for the number of completed M&A transactions according to the Mergermarket Global & Regional M&A Legal Advisory Rankings for the first half of 2025. In the CEE (Central and Eastern Europe) region, we achieved 13th position.

Mergermarket is one of the leading global sources for mergers and acquisitions data, tracking law firm activity in M&A deals worldwide. Our ranking reflects the trust of domestic and international clients and the expertise of our team in managing complex transactions — from due diligence through negotiations to closing.

We thank our clients for their trust and our team for their continued professionalism and dedication.

A financial investor aims to increase company value to maximise the investment return rate on exit, while a strategic investor seeks long-term operational synergies.

Financial investors, such as private equity or venture capital funds, provide capital to grow the company and exit the investment within a few years. They focus on improving profitability and preparing the company for a potential sale. Strategic investors, on the other hand, enter companies with the intention to integrate them into their existing business. They aim to strengthen market position, expand product offerings, or enter new markets. Choosing between a financial and a strategic investor is crucial for determining the company’s future growth direction.

Planning a transaction? Talk to our M&A Team

MFW Fiałek advised the successors of Jubitom’s founder and the Jubitom company on the sale of company to Polish Luxury Group sp. z o.o., owner of the Apart brand.

Our advice

The scope of our services included, among other things, structuring the transaction, negotiating the share purchase agreement, as well as supporting during the transition period.

The Client was advised by Mirosław Fiałek -Partner, Mariusz Domagała – Senior Associate, Jakub Wilk – Associate and Franciszek Furmaniak – Junior Associate.

Parties of transaction

Jubitom is a Polish family-owned jewellery company, operating continuously since 1980. It specializes in the sale of high-end jewellery and luxury watches, offering its products both in showrooms throughout Poland and through an online store.

Polish Luxury Group sp. z o.o. is a holding company of a capital group controlled by Adam and Piotr Rączyński. The group specializes in the sale of jewellery products and watches in showrooms operated by Apart, as well as online sales.

MFW Fiałek has been recognized as a leader among law firms in Poland in 3 categories: Commercial, Corporate, M&A, Private Equity, and Real Estate Law in the 23rd edition of the Rzeczpospolita Law Firm Ranking!

We are proud to share that this year, we have the honour of announcing our accolades in the Rzeczpospolita Law Firm Ranking. We have received a total of 6 distinctions (law firms with up to 50 lawyers) for our law firm and our partners:

Commercial, Corporate Law, Mergers and Acquisitions (M&A)
Leading Law Firm: MFW Fiałek
Leading Lawyer: Mirosław Fiałek
 
Private Equity
Leading Law Firm: MFW Fiałek
Leading Lawyer: Mirosław Fiałek
 
Real Estate
Leading Law Firm: MFW Fiałek
Recommended Lawyer: Rafał Siemieniec

We’re thrilled to see our team’s dedication and hard work recognized, with Mirosław Fiałek leading the way.

Many thanks to our clients, members of the chapter, and our colleagues from other law firms for their recommendations and congratulations to all the awarded lawyers and law firms!

MFW Fiałek advised ČSOB (a Czech bank from the KBC Group) on the Polish aspects of the financing provided to enterstore a.s. for the acquisition of 4kraft sp. z o.o.

The Client was advised by a team comprising Mirosław Fiałek – Partner, Mariusz Domagała – Senior Associate, Franciszek Furmaniak – Junior Associate and Agata Mulawa – Intern.

Parties of transaction

Československá obchodní banka (ČSOB) is one of the largest financial institutions in the Czech Republic, headquartered in Prague. The bank provides comprehensive financial services to individuals, businesses, and public sector clients. Its offering includes banking accounts, loans, investment services, leasing, and insurance. ČSOB is part of the Belgian-based KBC Group, which operates across Central and Eastern Europe.

The M&A process includes: NDA, term sheet, due diligence, binding offer, negotiation of transaction documents, and final closing.

A typical M&A transaction begins with signing a Non-Disclosure Agreement (NDA), which protects the parties from disclosing sensitive information. The next step is preparing a term sheet that outlines the key conditions. This is followed by due diligence – a detailed legal financial and tax review of the company.

Based on the findings, the investor may submit the binding offer and the parties negotiate the investment agreement and share purchase agreement. The process ends with signing the documents, satisfying the conditions, and closing, i.e., the transfer of ownership.

Each stage of an M&A process requires legal support – proper preparation and negotiation minimize risks and accelerate the entire process.

Planning a transaction? Talk to our M&A Team

Our advice

MFW Fiałek together with DRV Legal advised Jet Investment a.s. fund on the signing of the acquisition of 65% shares in Plastiwell International S.A. and its subsidiaries: Polplast Polska sp. z o.o., Tarnwell Polska sp. z o.o and TMR Plastics sp. z o.o..

The scope of our advisory services included comprehensive support throughout all stages of the process, including: preparation, negotiation, and execution of the Share Purchase Agreement (PSPA) and the Shareholders’ Agreement (SHA), together with accompanying documentation; preparation of an incentive program; conducting due diligence, obtaining W&I insurance; acquisition of a special purpose vehicle; preparation of management agreements; and representation in proceedings before the Polish Office of Competition and Consumer Protection (UOKiK).

The closing of the transaction is subject to the approval of the President of the Office of Competition and Consumer Protection for the concentration.

The transaction team was led by Miroslaw Fialek – Partner and Mariusz Domagala – Senior Associate.

The transaction team also included Krzysztof Drzymała – Senior Associate, Maciej Kiraga – Associate and Bartosz Romanowski – Associate. In addition to the above-mentioned individuals, the due diligence team included: Michał Kret – Senior Associate, Paweł Siwiec – Senior Associate, Wojciech Lichterowicz – Senior Associate, Natan Fischer – Associate, Jakub Wilk – Associate, Franciszek Furmaniak – Junior Associate, Maksymilian Gnat – Junior Associate, Agata Mulawa – Intern.

Parties of transaction

Jet Investment is a Czech private equity firm with more than 25 years of experience, specializing in investments in the industrial sector in Central Europe. They focus on medium-sized industrial and manufacturing companies, but the scope of their investments covers a broad spectrum of industries.

Plastiwell International is a company specializing in the production of synthetic products, mainly for the automotive industry.

MFW Fiałek advised Novastone Capital Advisors and the remaining shareholders on a transaction that included, among other elements, the sale of shares in Formeds to Enterprise Investors, as well as the reinvestment of an existing shareholder into a holding company that became the indirect owner of Formeds.

Our advice

Our law firm provided comprehensive legal support in the transaction, including negotiations and work on the transaction documentation, which covered, among others, the share purchase agreement, the shareholders’ agreement, and ancillary documents. The closing of the transaction is expected at the beginning of the third quarter of 2025, subject to obtaining the required regulatory and antitrust clearance.

We would like to extend our sincere thanks to our clients, in particular Waldemar Pilch and Novastone Capital Advisors, for their trust and for giving us the opportunity to advise on the fund’s first exit in Poland. We congratulate our clients and Formeds on its impressive growth and strengthening its strong position as one of the most popular vitamin and supplement brands in the country. We are proud to have been part of this success and congratulate all parties on an excellent outcome. We wish continued growth and success with the new partner — says Rafał Siemieniec, Partner in the M&A and Private Equity practice at MFW Fiałek.

The transaction team was led by Rafał Siemieniec – Associate Partner, with key involvement from Wojciech Lichterowicz – Senior Associate. Other team members included Paweł Siwiec – Senior Associate, Maciej Kiraga –  Associate, Bartosz Romanowski – Associate, and Agata Mulawa – Intern.

Parties of the transaction

ForMeds was founded in 2012 and has specialized in the production of dietary supplements without chemical additives since its inception, offering its products both domestically and internationally. In 2022, MFW Fiałek had already advised on a previous sale of shares in ForMeds, that time to the Novastone Capital Advisors fund, which acted as the seller in the current transaction.

Novastone Capital Advisors is a global firm, founded by the Single Family Offices consortium, which supports, among other things, Private Equity investors and the searchers in the acquisition processes of portfolio companies through Operator-Led Search Fund Program.