M&A transactions in the energy sector

We handle transactions at the intersection of corporate law and energy law, where success depends not only on well-prepared transaction documentation, but also on proper management of regulatory risks connected with the relevant licences, operator obligations, grid connection terms, installation status, reporting requirements and the conditions attached to public support schemes. Our approach has been shaped by many years of practice, which enables us to navigate confidently through the legal and regulatory framework of the energy sector.

Comprehensive legal support in M&A transactions in the energy sector

Our services include in particular:

• structuring transactions (share deal / asset deal / carve-out) with due regard to the licensing and regulatory framework, as well as the timetable for approvals and conditions precedent,
• preparing and negotiating transaction documentation: NDA, term sheet, SPA/ASA, SHA, investment agreements, pricing mechanisms (locked box, completion accounts), security arrangements and liability provisions,
• conducting regulatory and energy due diligence, including review of licences, reporting obligations, decisions and approvals relevant to energy activities,
• analysing and organising project risks in renewables and infrastructure projects: administrative status, permits, grid connection terms, connection agreements, technical and network constraints,
• reviewing and assessing key operational agreements: PPA/CPPA, electricity sale and purchase agreements, balancing arrangements, system services agreements, DSO/TSO agreements, O&M agreements, EPC contracts and supply agreements,
• advising on public support and regulated mechanisms, to the extent relevant to the transaction, including the risk of financial corrections, regulatory obligations and project durability requirements,
• preparing and managing the process of obtaining regulatory and antitrust approvals, including merger notification to UOKiK where required,
• developing a risk catalogue and contractual protection mechanisms: representations and warranties, indemnities, caps, escrow, earn-out mechanisms and termination rights,
• supporting transaction financing and security arrangements (interaction with finance documents, covenants, security over energy assets – from the legal perspective),
• advising on the implementation of W&I (Warranty & Indemnity) insurance policies for transaction risks,
• supporting the closing and post-closing stages: implementation of conditions, transfer of agreements and rights, reorganisations, integration and regulatory compliance,
• providing ongoing advice on the corporate governance of energy companies after completion (investor rights, deadlock mechanisms, operational and reporting policies).

The specific nature of energy transactions – our practical focus

In transactions in the energy sector, particular importance attaches to elements that directly affect the value of the asset and its ability to generate revenue:

• the durability and transferability of rights (licences, administrative decisions, rights to real estate and infrastructure),
• grid connection terms and risks, as well as network constraints,
• contractual exposure (PPA, balancing arrangements, price indexation, volumes, penalties),
• the construction and environmental status of projects and timing risks (ready-to-build / operational),
• operational compliance with the requirements imposed by the regulator and system operators.

Energy law advice in M&A transactions

We combine transactional work with a practical understanding of the realities of the energy market. We manage transactions so that regulatory risks are identified and translated into the appropriate contractual mechanisms: conditions precedent, representations and warranties packages, indemnities, price adjustment mechanisms and post-closing action plans. Advice from our experienced energy law practitioners provides material support throughout the M&A process and ensures an effective and secure path through the transaction. As a result, clients receive not only a complete set of documents, but also a practical roadmap of actions and risks, enabling them to take over and continue the energy business safely.