Newsletter SSW
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PL / EN / DE / FR

PL / EN / DE / FR

Mergers and acquisitions

Amongst SSW’s leading practice areas are the provision of legal and tax advice concerning transactions in the continuously developing market of mergers and acquisitions in Poland. Forecasts for the M&A market in Poland over the coming years are positive. A considerable part of the Polish economy remains fragmented, which offers the incentive to undertake consolidation activities.

Our lawyers and tax advisors offer advice to both sellers and buyers at each stage of the transaction, regardless of the nature thereof (buy-out transactions, direct investments, joint-venture projects, etc.). We take particular care to ensure that, at each stage of the cooperation, the proposed solutions are the most effective from the perspective of our Clients’ business objectives and the cost-effectiveness of the project. We also ensure that our communication with the Client is ongoing and understandable, even for non-lawyers.

Pre-transaction advisory services

In order to reduce our Clients’ tax burden, we offer comprehensive advice on the development of tax-optimal transaction structures. We advise on the preparation of offers for the sale or purchase  of individual assets or the shares and stocks in companies, enterprises and their sub-units. Our objective is to ensure that the transaction progresses smoothly by clarifying the contractual parties’ most crucial assumptions even before the main contractual phase commences – we prepare a relevant offer, advise during the negotiation of the provisions of letters of intent, term sheets etc. In order to facilitate our Clients’ search for potential investors or potentially interesting acquisition objects, we utilize our network of business contacts to provide a supportive market analysis.

Due Diligence

We protect our Clients’ interests as buyers by conducting legal and tax due diligence to detect possible any legal and tax problems, risks or threats concerning the audited entity, its assets and its business. In order to prepare our Clients – as sellers – for transactions, we conduct internal legal and tax audits, at their request, prior to the commencement of the actual transaction process (so-called vendor due diligence), following which we produce reports outlining any legal or tax problems surrounding the subject of the sale transaction which, in the opinion of potential investors, may significantly impact on the proposed transaction, including the purchase value.

Facilitating Transactions

In order to provide our Clients with tax-optimal legal solutions, we ensure that the draft and final versions of any sale or purchase agreements we draft optimally implement the previous transaction tax analysis we have conducted. The nature of the agreement devised by us is dictated by the selected transaction structure. We design shareholder agreements to protect our Clients’ interests during joint-venture projects. Moreover, when advising our Clients as either buyer or seller during negotiations, we guarantee a creative approach to the legal issues raised and to the changing terms of the transaction. We propose legal solutions that are both transparent and of the highest-quality, seeking to achieve an effective and punctual completion of the transaction. Furthermore, we represent clients during proceedings to obtain permits necessary to conduct certain transactions (e.g. proceedings before the Office for Competition and Consumer Protection, European Commission, Ministry of Interior and Administration). We also advise on the preparation and negotiation of all documents necessary to finalise transactions – including agreements to secure payments (e.g. bank guarantees, escrow account agreements), corporate consents etc.

Post-transaction advisory services

We provide comprehensive legal and tax services upon the conclusion of the transaction; among other things we advise Clients on how to adapt their post-acquisition structure of operations so as to best accommodate their preferred business model. If necessary, we advise on the initiation of claims concerning the transaction and the performance of agreements securing the transaction. In order to facilitate proper corporate governance and to protect the interests of business entities, we offer comprehensive services for companies at an ownership level and as part of their ongoing business operations.

Selected projects:

  • Concluding a joint venture of international mining corporations with regard to the exploration and extraction of shale gas
  • Providing comprehensive legal advice to a division of a medical companies group
  • Advising a Swedish consultancy firm on due diligence and the acquisition of a minority shareholding in another company
  • Advising an industry investor on the sale of a delicatessen chain
  • Facilitating the sale of a majority shareholding in a magazines publisher
  • Advising on a joint venture between companies in the catering industry
  • Advising on the restructuring of a major company within the food industry
  • Advising on a joint venture between a chain of medical centres and a public entity

In the 2016 Legal 500 EMEA ranking, SSW was recognised the Commercial, Corporate and M&A area.

In the 2015 Legal 500 EMEA ranking, SSW was recognised the Corporate and M&A area. The team of Wojciech Szczepaniak was appreciated for their relationships with service and furniture companies in share acquisition transactions. Wojciech Szczepaniak and Michał Badowski were named as recommended lawyers.

In the 2015 Legal 500 EMEA ranking, SSW was recognised the Corporate and M&A area, with Wojciech Szczepaniak and Paweł Chyb noted as distinguished lawyers.

In the 2017 Legal 500 Chambers Europe ranking, SSW was recognised in the Corporate/M&A area. According to Chambers,  SSW has a well-reputed corporate team representing clients in a range of M&A and restructuring matters. The ranking highlights that SSW has a notable track record of advising clients in the energy and construction sectors, and also acts for high net worth individuals. Wojciech Szczepaniak is the key contact at the firm. Paweł Chyb was recognised as Other Noted Practitioner in the Corporate/M&A practice.

As one client notes “The team is very client-focused. There is good communication within the firm and strong leadership." Another client underlines that SSW are "Very efficient and hard-working people." 

In the 2016  Chambers Europe ranking, SSW was recognised the Corporate/M&A area. Wojciech Szczepaniak was nominated as a Notable Practitioner, and Paweł Chyb became a recommended lawyer.

In the 2015 Chambers Europe ranking, SSW was recognised the Corporate/M&A area. The team led by Wojciech Szczepaniak was appreciated for high-quality advice, comprehensive support, proactivity and business thinking. Wojciech Szczepaniak was nominated as a Notable Practitioner, and Paweł Chyb was recognised, for the first time, as Other Noted Practitioner.

In the 2014 Chambers Europe ranking, SSW was recognised the Corporate/M&A area. The practice leader Wojciech Szczepaniak was given the title of a recommended lawyer on the Polish market with respect to private equity transactions.