Mergers and Acquisitions (M&A) – Legal and Transactional Advisory
MFW Fiałek advises on mergers, acquisitions, and corporate reorganisations in Poland, as well as cross-border transactions. We represent strategic and financial investors, private equity and venture capital funds, business owners, and target companies themselves. We also advise on acquisition financing.
We provide comprehensive legal support at every stage: from structuring the transaction and conducting due diligence, through drafting documentation and leading negotiations, to obtaining necessary regulatory clearances, closing, and post-closing settlement. We also advise on corporate changes associated with post-acquisition integration.
M&A Experience
Our team has gained experience advising buyers, sellers, and target companies. We have advised funds on investments and exits, and their portfolio companies on add-on acquisitions. We have also supported founders and family business owners in business sales, attracting equity partners, and planning succession.
Our experience includes:
- sale and acquisition of shares and stock, including shares of companies listed on the Warsaw Stock Exchange (share deals);
- sale and acquisition of businesses, organized parts of enterprises (ZCP), and individual assets (asset deals);
- management buyouts (MBOs) and leveraged buyouts (LBOs);
- shareholders’ and stockholders’ agreements (SHAs) and joint ventures;
- mergers, demergers, and corporate transformations.
Scope of Services
Transaction Structuring
We help select the optimal transaction structure, considering the parties’ objectives, the legal standing of the target business, and tax implications. Among other things, we analyze the differences between share and asset purchases, principles governing the transfer of rights and obligations, and liability for past business operations.
Due Diligence and Document Preparation
We assess the target’s legal status – including corporate matters, commercial contracts, employment, real estate, intellectual property, regulatory compliance, and litigation. In our due diligence report, we identify risks and propose solutions for reflecting them in the transaction terms.
For sellers, we conduct vendor due diligence and assist in resolving legal issues prior to investor review. We organize documentation in a virtual data room (VDR) and manage q&a sessions regarding its contents.
Preliminary Documentation
We draft and negotiate non-disclosure agreements (NDAs), letters of intent (LoIs), non-binding offers (NBOs), and term sheets. In these documents, we establish the framework for discussions, negotiating exclusivity, and information disclosure.
Transactional Agreements
We draft share purchase agreements (SPAs), asset purchase agreements (APAs), shareholders’ agreements (SHAs), and all related transaction documentation. We negotiate purchase price mechanisms and adjustments, including locked box, completion accounts, and earn-out arrangements.
We negotiate representations and warranties, specific indemnities, liability caps, and claim thresholds. We draft disclosure letters and determine their impact on seller liability.
If the parties remain co-shareholders, we establish governance rules, share transfer restrictions, and exit strategies. This includes tag-along and drag-along rights, rights of first refusal, and deadlock resolution mechanisms.
Regulatory Approvals
We determine the consents and notifications required to complete the transaction. We prepare merger control filings and represent clients before the President of the Office of Competition and Consumer Protection (UOKiK). We also verify sector-specific regulatory requirements that may impact the acquisition and ongoing operations.
Closing and Settlement
We coordinate pre-closing actions, execution of documentation, and price settlement. We support corporate body changes, registry filings, and agreed post-closing actions.
Project Management and Fee Structures
We coordinate the work of tax and financial advisors and, if needed, assist clients in selecting appropriate external teams. We conduct the legal due diligence in-house, while tax and financial analyses are handled by dedicated specialists. We incorporate all findings into the transaction documentation.
In our proposals, we clearly define the scope of work, fee assumptions, and billing principles. We can agree on a capped fee for the specified scope, defining circumstances where hourly rates may apply. Throughout the project, we keep clients informed about budget utilization – including weekly progress reports, depending on client requirements.
We utilize established legal templates and analysis tools, including AI-driven solutions, with all outputs verified by our lawyers. This allows us to draft documentation efficiently and dedicate greater focus to risk assessment and negotiations. Timelines are tailored to the scope of review, document availability, and required regulatory approvals.
Questions and Answers
What is the difference between a share deal and an asset deal?
In a share deal, the buyer acquires shares or stock in the company. The target continues operating as the same legal entity – retaining its rights as well as its liabilities, which impacts the valuation and risk profile of the investment. Conversely, an asset deal involves purchasing the business itself, an organized part thereof, or selected assets. This requires separate verification of whether and on what terms contracts, permits, and liabilities transfer. Determining the optimal structure depends on the exact subject of the transaction, due diligence findings, and tax consequences.
How does MFW Fiałek protect the seller in a purchase agreement?
We negotiate the seller’s liability terms, including financial caps, claim thresholds, notification periods, and limitation periods. We also define which information disclosed to the buyer limits or excludes liability. While these terms are reflected in the agreement, certain mandatory legal provisions protecting a party cannot be excluded or modified by contract, even with mutual consent.
How does due diligence impact transaction terms?
Due diligence findings determine whether a transaction should proceed and under what conditions. Identified risks may result in purchase price adjustments, specific indemnities, or requirements for the seller to remediate issues prior to closing. We tailor the scope of legal due diligence to the specific parameters of each planned transaction.
How does legal advisory work when a family foundation is involved in a transaction?
We verify whether and on what conditions shares can be contributed to a family foundation, as well as the tax and legal implications of their subsequent sale. We prepare all necessary documentation – both for asset transfer into the foundation and for the transaction itself. We align this with the founder’s succession objectives, the foundation’s governance rules, and tax considerations.
Does the firm advise on cross-border transactions?
Yes. We handle transactions involving international entities and draft documentation in Polish or English. When foreign law expertise is required, we collaborate with leading foreign law firms and coordinate the overarching transaction process.
