Mergers and acquisitions (M&A)

Typical scope of services provided in an M&A transaction on the buy side

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  • Structuring:

Development, in cooperation with the client, of a business-optimal transaction structure, with particular attention to the tax consequences of the transaction for the seller, including, if necessary, taking into account international tax aspects and/or evaluation and appropriate modification of the transaction structure proposed to the buyer by the seller

  • 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 or a combination of both models, with an indication of risks and recommendations for inclusion in the transaction documentation

  • Transaction documentation:

Drafting and negotiating, depending on the specifics of the given transaction, a draft letter of intent, term sheet, exclusivity agreement, non-disclosure agreement (NDA), investment agreement, option agreement, sale agreement (including conditional or preliminary) re shares/business (SPA), shareholders’ agreement (SHA). Also, drafting the corporate documentation necessary to complete the transaction on the buyer’s side

  • W&I Insurance

Legal assistance and coordination in preparing the W&I insurance policy for the seller or buyer, including, in particular liaising with the insurance broker

  • Regulatory approvals 

Verification of the requirements for obtaining antitrust clearance for the transaction. Preparation of merger notifications and representation of the client in proceedings before the competition protection authorities, including UOKiK in Poland, the Bundeskartellamt in Germany, and the European Commission

  • Acquisition debt financing

Comprehensive support of the acquisition financing process, including negotiation of full loan documentation (loan agreements, collateral documentation). Support in the process of fulfilling conditions precedent to loan disbursement and follow-up conditions

  • Escrow account agreement

Preparation and negotiation of an escrow account agreement with the selected bank, including for securing claims for representations and price adjustments

  • Transitional services agreement

Preparation and negotiation of a TSA tailored to the specific circumstances of each transaction

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Typical scope of services provided in an M&A transaction on the sell side
Mergers and acquisitions (M&A)

The basic principle that unites our team is to build relationships based on respect and trust.

We have been advising entrepreneurs for 30 years, so we understand the nature of business and how to properly support it. We focus on efficiency, transparency and partnership.

Meet our team

Marcin Macieszczak

Managing partner
Attorney-at-law

Mergers and acquisitions (M&A) | Private Equity

Marcin Macieszczak

Maciej Kożuchowski

Partner
Attorney-at-law

Mergers and acquisitions (M&A) | Private Equity | Energy, public procurement, infrastructure projects

Maciej Kożuchowski

Karol Sokół

Partner
Advocate

Mergers and acquisitions (M&A) | Private Equity

Karol Sokół

Małgorzata Badowska

Partner
Attorney-at-law

Banking and Finance | Mergers and acquisitions (M&A)

Małgorzata Badowska

Krzysztof Jasiński

Managing Associate
Attorney-at-law

Mergers and acquisitions (M&A) | Private Equity | Corporate law

Krzysztof Jasiński

Karolina Krzal-Kwiatkowska

Managing Associate
Attorney-at-law

Mergers and acquisitions (M&A) | Private Equity | Competition and consumer law

Karolina Krzal-Kwiatkowska

Aleksandra Szyszko-Kamińska

Managing Associate
Attorney-at-law

Mergers and acquisitions (M&A)

Aleksandra Szyszko-Kamińska
Monika Żulińska

Monika Żulińska

Managing Associate
Attorney-at-law

Mergers and acquisitions (M&A) | Corporate law

Monika Żulińska

Bartłomiej Woźniak PhD

Managing Associate
Advocate

Mergers and acquisitions (M&A) | Private Equity | Corporate law

Bartłomiej Woźniak PhD

Michał Osowski

Managing Associate
Attorney-at-law

Mergers and acquisitions (M&A) | Private Equity

Michał Osowski

Klaudia Krawiec-Guz

Counsel
Attorney-at-law

Banking and Finance | Corporate law

Klaudia Krawiec-Guz

Hubert Wiśniewski

Counsel
Attorney-at-law

Energy, public procurement, infrastructure projects

Hubert Wiśniewski

Katarzyna Olszak

Senior Associate
Attorney-at-law

Mergers and acquisitions (M&A)

Katarzyna Olszak

Diana Strzałkowska-Grad

Senior Associate
Attorney-at-law

Mergers and acquisitions (M&A)

Diana Strzałkowska-Grad

Małgorzata Wiśniewska

Senior Associate
Attorney-at-law

Financial litigation

Małgorzata Wiśniewska

Edyta Podgórska

Managing Associate
Attorney-at-law

Mergers and acquisitions (M&A) | Corporate law

Edyta Podgórska

Majka Rucińska

Senior Associate

Mergers and acquisitions (M&A) | Private Equity

Majka Rucińska

Karolina Sobóla

Associate

Mergers and acquisitions (M&A)

Karolina Sobóla

Rafał Smolik

Senior Associate
Attorney-at-law

Mergers and acquisitions (M&A) | Corporate law

Rafał Smolik

Katarzyna Zarzycka

Senior Associate
Advocate

Mergers and acquisitions (M&A) | Corporate law

Katarzyna Zarzycka

Marcin Walczak

Associate

Mergers and acquisitions (M&A) | Corporate law

Marcin Walczak

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ul. Sienna 39, 00-121 Warszawa

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Tygrys Kancelarii Gessel