Mergers and acquisitions (M&A)
Mergers and acquisitions (M&A) is one of GESSEL’s main areas of practice. Thirty years of experience advising on transactions translates into knowledge, skills, resources and a keen sense of business needs which enable us to comprehensively, efficiently and, above all, effectively guide our clients through even the most complex M&A projects. Apart from our professionalism, clients value our commitment, flexibility and “outside the box” thinking.
On any given M&A project, our core transaction team works side by side with our specialists in other relevant areas, such as tax , competition, or banking & finance.
Confirmation of our standing as one of the leading law firms offering transaction advice in the Polish M&A market is provided by the awards and distinctions we have received (awarded both to GESSEL and to our individual lawyers) and by our permanent place in rankings (we are, in particular, recognized by Chambers Europe as a leader in Corporate/ M&A: Mid Market in Poland).
We offer comprehensive transactional advice:
- to buyers (buy-side) (including financial and strategic investors) and sellers (sell-side),
- on any type of M&A transaction, including acquisitions and divestments of companies (share deals) or assets, including businesses (asset deals) and the formation of joint ventures.
We also have extensive experience advising entrepreneurs (founders) selling businesses they have created or raising financing for their growth (seed, venture, etc.), and a much of our M&A practice involves private equity.
Transaction advice – main areas:
- Legal and tax analysis of M&A transactions on the basis of which we work out the optimal transaction structure tailored to the client’s business needs;
- Legal and tax due diligence – we conduct legal and tax analysis covering, depending on requirements, the entire operations of the target company or its selected part that involves the greatest risk or is crucial for the client and presenting redflag due diligence or full scope due diligence reports;
- Transaction documentation – we draw up and negotiate transaction documentation, including letters of intent (LoL) and term sheets, exclusivity agreements, share purchase agreements (SPAs), shareholders’ agreements (SHAs), investment agreements, joint venture agreements, agreements for the acquisition/divestment of companies or their organized parts, escrow agreements, as well as transitional services agreement to ensure a smooth and orderly administrative transition of the company into the hands of the buyer;
- Antitrust – we represent clients in concentration proceedings before the competition authorities (in particular the Office of Competition and Consumer Protection and the European Commission) and before the relevant authorities in proceedings leading to the necessary administrative decisions;
- We advise on obtaining transaction insurance (W&I insurance), including at the stage of negotiating terms with insurers;
- We advise on the financing of M&A transactions.
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