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Practical M&A Guide 

by Krzysztof Libiszewski, Izabela Zielinska-Barlozek, Anna Dabrowska

Published: May, 2017

Submission: May, 2017

 



An overview of mergers and acquisitions in Poland. The process, structure and parties to M&A deals, legal restrictions and tax aspects, discussed clearly and accessibly. What to bear in mind, and what details require special focus.
 
The M&A practice at Wardynski & Partners has prepared a guide to mergers and acquisitions in Poland. In less than 60 pages, we highlight the issues vital to the success of the deal.

 

We describe the requirements for involvement of various types of entities: partnerships, joint ventures, investment funds, and special-purpose vehicles.

 

The guide reviews the legal conditions connected with the target, as set forth in environmental regulations, employment law, competition law, and regulations governing banking and finance, as well as real estate issues.

 

We discuss the most common types of approvals that must be obtained before closing the deal, as well as the tax consequences of M&A transactions for buyers and sellers.

 

Contents:
Stages of the process
Introduction
Preliminaries
Due diligence
Negotiation and drafting of transaction documentation
Closing
Post-closing actions
Selection of transaction structure
Introduction
Share deal
Asset deal
Management buyout (MBO)
Leveraged buyout (LBO)
Merger
Division
Conversion
Specific conditions concerning the parties
Introduction
Partnerships
Joint ventures
Acquisition of a significant stake in public companies
Transaction vehicles (SPV)
Specific transaction conditions
Introduction
Environmental issues
Employment law issues
Issues under finance and banking law
Competition law issues
Real estate issues
Issues of administrative approvals
Legal restrictions in the transaction
Introduction
Corporate and other internal approvalsNotification of concentration to the president of the Office of Competition and Consumer Protection
Consent of the Minister of the Interior and Administration
Restrictions on transactions in strategic sectors
Change-of-control clauses
Other restrictions
Tax aspects of the transaction
Introduction
Share deals
Asset deals
Merger
Division
Exchange of shares
Conversion
State aid issues

 



 

 

 
 

Footnotes:

 


For over 20 years we have been advising on transactions of international scope and local projects in various sectors of the economy. Alongside dispute resolution, transactional ad-vice is a core practice of the law firm, represent-ing a significant proportion of the matters we handle.


We act for all parties of transactions: sellers, buy-ers, and other stakeholders, as well as financial institutions and the management board of target companies. We are thoroughly familiar with the Polish and CEE markets, where we assist foreign investors in establishing a presence. We also as-sist Polish investors abroad. Thanks to our many years of experience cooperating with the top for-eign law firms in M&A, we provide support for cross-border transactions in Poland and across Europe.


We help structure transactions and formulate the documentation to properly secure the interests of our clients and limit the risk of disputes arising between the parties. If the company operates in a regulated industry, we reflect the specifics of the industry and its regulations in the transaction. Our goal is to minimise the time and expense necessary to close the transaction.


We advise at all stages of transactions. We pre-pare full due diligence reports. We draw up framework agreements governing the structure and specific stages of the transaction, letters of intent, heads of agreement, confidentiality agreements, preliminary agreements, contrac-tual undertakings and dispositive agreements, involving shares, enterprises, organised parts of enterprises, and specific assets. We assist in the changes necessary to spin off companies and for the company or enterprise to pass from the con-trol of one capital group to another, including transfer of rights and obligations under existing contracts. After closing, we advise on matters re-lated to performance of the obligations under the transaction documents as well as public-law obligations connected with the transaction.


Contact:
Izabela Zielinska-Barlozek, izabela.zielinska@wardynski.com.pl
Krzysztof Libiszewski, krzysztof.libiszewski@wardynski.com.pl
Anna Dabrowska, anna.dabrowska@wardynski.com.pl
Tel.: +48 22 437 82 00, 22 537 82 00








 

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