Mergers & Acquisitions

In a share deal you buy the company (its shares) with its whole history; in an asset deal you pick specific assets, an enterprise or an organised part of it. In a share deal the parties to contracts and the employer do not change — you also take on the company's liabilities and risks. In an asset deal you transfer what you define, but must secure counterparties' consents and the transfer of permits.

The choice has tax consequences (VAT, PCC, CIT) and affects succession and whether a transfer of an undertaking is triggered. We match the option to your goal.

When the participants' aggregate turnover in the preceding year exceeded EUR 1bn worldwide or EUR 50m in Poland — on an "either/or" test. What counts is the effect on the Polish market, so foreign transactions are notifiable too if they have an effect here.

The Act provides exemptions (including a EUR 10m target-size carve-out). We check the obligation early, because closing before clearance (gun-jumping) risks a fine of up to 10% of turnover.

If you are from outside the EU, EEA or OECD and are acquiring a "protected entity", probably yes — and since 24 July 2025 this regime is permanent, decided by the minister responsible for the economy. It applies to entities with Polish revenue above EUR 10m, at thresholds of 20%, 40% or dominance, including indirect acquisitions.

Alongside it runs an older regime for strategic entities, and a recently established EU vehicle may be caught by a two-year "from incorporation" rule. We establish your status before you start negotiating.

The FSR is the EU's control of foreign subsidies in transactions — it applies where two thresholds are met cumulatively: the acquired party's EU turnover is at least EUR 500m and the parties' foreign financial contributions exceed EUR 50m over the last three years. "Financial contribution" is broader than a subsidy, so the threshold catches more than it seems.

The Commission can call in even a below-threshold deal, and a standstill applies before clearance. The "EUR 600m" doing the rounds is, for now, only an idea from the FSR review, not law.

It is a legal X-ray of what you are buying — so that you pay for real value, not hidden risk. We check title, contracts, disputes, consents and liabilities, and translate the result into the price and the warranties.

We run the full methodology — scope, stages, red-flag report — on a dedicated legal due diligence page. Here it is enough to know that without proper due diligence you negotiate blind.

Usually the seller — to the extent you negotiate in the representations and warranties; and where you want to limit the seller's exposure, W&I insurance steps in. Representations and warranties allocate risk: the broader they are, the more sits with the seller.

W&I insurance reduces the seller's exposure — though it does not remove it for fraud, leakage, breach of covenants, or known and excluded risks — and gives the buyer a route to recover from the insurer. We run it as a separate workstream with its own diligence, exclusions and retention.

Locked-box is a fixed price set at a reference-balance date; completion accounts is a price adjusted after closing to the actual position. Locked-box gives price certainty and a simpler closing; completion accounts reflect value at closing more faithfully but require a post-closing reconciliation.

We match the mechanism to the deal and to which party should bear the risk of change between signing and closing. Where part of the value depends on performance, we add an earn-out.

In an asset deal or a transfer of an organised part, employees may pass to you automatically under a transfer of the undertaking (art. 23¹ of the Labour Code) — provided the transferred unit retains its identity; in a pure share deal the employer is unchanged, so they stay on existing terms. Where art. 23¹ applies, the transfer is automatic, along with liability for employment obligations, and you owe a 30-day information duty to the workforce or unions; an employee may also end the employment on special terms within that period.

We also structure rules for key staff — incentive packages, leaver, vesting — so the deal does not cost you the people the business rests on.

A deal with a distressed or insolvent target follows its own rules — different acquisition routes, different risks and different buyer protection. A "pre-pack" acquisition (approved by the court) or a purchase from the bankruptcy trustee (with the creditors' committee or judge-commissioner's consent) can deliver assets free of some encumbrances, but each route has its own conditions of validity.

We analyse the risk of transactions being set aside (clawback), the creditors' position, and continuity of permits, contracts and employment. In distressed deals speed and certainty of title matter — we protect both.

Yes — the expectations, financing and exit mechanics differ. A private-equity fund usually expects a clear return structure, management reinvestment or an equity package, leaver rules and a clean exit, and often conditions the deal on securing financing. A trade buyer looks more to synergies and integration.

We tailor the documentation and timetable to who is on the other side — you negotiate differently with a fund than with a competitor set on taking the market.

Increasingly yes, but not as a universal obligation — the scope of ESG diligence is driven by an investor's or lender's requirement or by your position in the value chain. Buyers and banks ask about environmental footprint, compliance and supply-chain risks, because you take them on together with the company.

We assess ESG exposure in proportion to the deal — from legacy contamination to reporting duties — and show where the risk should move into the warranties or the price.

Both — and in each role we play to one goal: a safe transaction on your terms. On the buy-side we focus on due diligence, securing the price and broad warranties. On the sell-side — on a clean exit, limiting liability and an efficient closing.

We always establish at the outset whose interests we represent and guard against any conflict.