Mergers and acquisitions (M&A)

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

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The typical range of services we provide in a sell-side M&A transaction includes all or selected services indicated below.  

  • 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

  • Support for contracts with seller’s advisors:

Legal assistance in negotiating and signing advisory agreements with advisors retained for M&A transactions (including investment banks / corporate finance advisors)

  • Vendor due diligence:

Conducting, prior to commencement of the sale process, vendor due diligence of the company / assets, resulting in a redflag report summarizing the identified risks and possible means of eliminating or mitigating them

Vendor due diligence may be accompanied by issue of a reliance letter confirming GESSEL’s acceptance of responsibility for the results of the vendor due diligence to the ultimate investor and its financing entities

  • Virtual Data Room:

Legal advice on the preparation of a Virtual Data Room containing information and documents on the company prepared for due diligence by the buyer’s advisors, including:

  • Drawing up a list of documents and information to be presented in the Virtual Data Room
  • Verification of the completeness and confidentiality of information and documents of a legal nature prepared for the company’s due diligence by the investor’s advisors
  • Participation in drawing up Virtual Data Room regulations
  • Coordination of the company’s legal due diligence in cooperation with the company
  • Legal assistance in subsequent Q&A sessions and supervision of the information provided
  • Participation in meetings with legal advisors to a potential investor (expert sessions)

 

  • Transaction documentation:
  • Drafting and negotiating, depending on the specifics of the given transaction, a draft letter of intent, term sheet, non-disclosure agreement (NDA), investment agreement, option agreement, sale agreement (including conditional or preliminary) re shares/business (SPA), shareholders’ agreement (SHA)
  • Preparation of corporate documentation necessary for the transaction

 

  • 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, agreeing on the initial package of representations and warranties to be included in the sales contract or the management warranty deed to be presented to potential investors

  • Escrow account agreement

Preparation and negotiation of an escrow account agreement with the selected bank to secure payment of the price to the seller, with due provision for any earn-out / price adjustment mechanisms

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

Maciej Kiraga

Senior associate
advocate

Mergers and acquisitions (M&A)

Maciej Kiraga

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ul. Sienna 39, 00-121 Warszawa

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Tygrys Kancelarii Gessel