(M&A) Transactional advisory

Legal advisory within a wide scope of M&A issues.

The Head of this Department:

Tomasz Janaszczyk

Legal Counsel, managing partner

Within our transactional advisory we:

  • advise owners selling their enterprises and investors wishing to acquire or invest in such,
  • support employees and managers during the management buyout or employee buyout,
  • offer comprehensive and individual approach to each undertaking considering the client’s short-term and long-term interest,
  • help to design the optimal concept and structure of a transaction,
  • negotiate initial transactional documentation such as letters of intent, non-disclosure agreements, memoranda of understanding, head of terms, term sheets,
  • help to assess and negotiate initial offers, binding offers and other transactional proposals,
  • help you to carry out transactions, due diligence activities within the data room or virtual data room,
  • implement remedial actions following a legal condition analysis,
  • prepare before negotiations and represent clients while negotiating transactional documents (SPA/ SSA, PSPA), non-competition agreements, exclusivity agreements, price adjustments, top-up payments, ear-outs, EBIDTA /EBIT formulas, etc.
  • carry out signing and closing procedures and monitor the post-transactional fulfilment of obligations,
  • provide legal assistance during transactions in the following frameworks:
  • purchase, sale, share purchase or share deals of companies, ownership rights in partnerships,
  • recapitalisation transactions, joint ventures and investment agreements,
  • transactions in terms of asset deals such as enterprises or organised parts of enterprises, real estate or intangible assets components, assignment of agreements and sets of rights,
  • management buy-out and buy-in, leveraged buyouts, buy and build transactions, spinoff transactions.

Advice on succession of family businesses:

Comprehensive advice on securing business continuity and business control. Family businesses belong to a special group of our clients whom we assist in decision-making processes regarding the future of their firms and forms it may take.

In this scope we advise how to:

  • transform an operating business into a secure legal entity (transformation of a sole proprietorship into a limited liability company or other commercial law structures)
  • secure the continuity and stability of a family firm – through setting out proper provisions in company agreements and testamentary provisions,
  • limit the risk of conducting a business and separate it from individual assets,
  • restructure a business through transformation and certain asset divisions to maintain real estate components outside the risk of business,
  • prepare a family business for sale as an alternative to succession or a natural continuation.

Experience

Our portfolio of selected projects in this area: