M&A

Mergers and acquisitions processes have a significant impact on shaping market structures, business development, and changing competitive dynamics. Within the M&A specialisation, we handle a full range of transactions related to acquisitions (both asset deals and share deals), mergers (including joint ventures), and business restructuring, including those involving state-owned and municipal companies. Throughout these processes, we support our clients not only with specialised legal knowledge but also with an understanding of key industries gained through years of transactional experience and ongoing legal support provided by our law firm in practically every sector of the economy.

In M&A processes, we advise both buyers (serving domestic and international financial and industry investors, as well as individual investors) and sellers (both institutional and company founders). We also handle M&A processes with cross-border elements.

Our experts in mergers and acquisitions possess the knowledge and experience necessary to provide comprehensive support at every stage of the transaction. Starting from defining the structure and key parameters of the transaction, through organizing and conducting due diligence, to preparing, negotiating, and signing documentation, our team works to achieve optimal results for our clients.

At every stage of the M&A process, the transactional team relies on the support of lawyers from other specialisations, especially in the areas of tax advisory, competition law, financing, and other legal areas crucial to a specific transaction based on the nature of the particular business. In terms of financial and commercial aspects of transactions, we also provide support from business advisors, financial analysts, certified auditors, and appraisers.

Lawyers from Sadkowski and Partners have conducted over a hundred mergers, acquisitions, divisions, transformations, and joint ventures. They have undertaken complex and intricate processes, including those involving state-owned and municipal companies, publicly traded companies, investment funds, and foreign investors. They have also engaged in transactions that required sophisticated strategies, business carve-outs, or consideration of regulatory aspects (concessions, permits).

It is worth mentioning that our M&A practice has been recognized in international rankings. We have received prestigious distinctions in The Legal 500 EMEA and IFLR1000 rankings. Being included in such renowned rankings is both an honour for us and confirmation of our expertise, effectiveness, and client recognition.

Within the scope of M&A transactions, the Law Firm provides comprehensive services, including, but not limited to, the following:

Transaction structuring – we develop and negotiate the structure (entity/documentary) of the process and key terms (legal, commercial, financial) of the transaction (term sheet), taking into account tax and regulatory aspects. We support in determining and implementing an optimal corporate structure for the transaction to enhance its efficiency.
Due Diligence – we conduct comprehensive legal and tax due diligence in all areas of the company’s operations (with the possibility of extending the examination to financial, business, and valuation aspects). Additionally, being on the sell side:
➢we conduct vendor due diligence allowing sellers to proactively identify potential risks and address them before providing data to potential investors/buyers,
➢we prepare informational materials (Teaser and Information Memorandum),
➢we prepare and negotiate confidentiality agreements (NDAs),
➢we prepare procedures establishing the rules of the M&A process and supervise their application by potential investors/buyers,
➢we organize and coordinate the due diligence process in the Virtual Data Room,
➢we coordinate and support in providing responses to potential investors/buyers in the Q&A process.
Transaction documentation – we prepare and negotiate a complete set of transaction documentation in complex investment processes (including preliminary agreements, conditional agreements, promissory agreements, partnership agreements, agreements regulating investment commitments, customised statutes, and company agreements, earn-out type remuneration regulations). We ensure the effectiveness and validity of the signed documents and guarantee the protection of our clients’ interests. We coordinate all activities related to signing the documentation (signing), followed by the fulfillment of transaction-suspending conditions and the closing of the transaction.
Competition protection – we conduct analyses regarding the approvals of competition protection authorities (in particular, the Office of Competition and Consumer Protection – UOKiK and the European Commission) and represent our clients in proceedings related to obtaining necessary approvals for concentration.
Transactional insurance – we have experience in obtaining and negotiating the scope of transactional insurance covering representations and warranties negotiated within the M&A process (so-called W&I Insurance).