M&A Due Diligence – Tax Analysis for Companies

Mergers and acquisitions (M&A) are key business processes that allow enterprises to grow, capture new markets, and optimize their organizational structure. However, every transaction carries complex tax and legal consequences that require in-depth analysis and careful planning. At the GJW Gramza i Wspólnicy Law Firm, we provide comprehensive legal and tax support at every stage of an M&A transaction – from the initial analysis, through due diligence and negotiations, to the finalization of the company merger or acquisition. Thanks to our years of experience, we mitigate risks and maximize tax benefits for our clients. Our goal is to ensure that every merger or acquisition proceeds in compliance with applicable legal and tax regulations, while simultaneously being executed in the most financially and operationally effective manner possible.

Our M&A Services

Tax and Legal Due Diligence

Every M&A transaction entails the necessity of a thorough analysis of the target entity in terms of potential financial, legal, and tax risks. As part of our due diligence services, we offer:

Tax liability analysis – we examine the tax settlement history of the target company, verifying potential tax arrears and risks arising from the interpretation of regulations.
Identification of hidden liabilities – we assess whether the company is exposed to additional burdens resulting from past financial and tax decisions. 
Verification of settlements (including CIT, VAT, and PCC) – we verify the correctness of the applied accounting and tax methods and analyze the consequences for the buyer.
Analysis of the transaction’s impact on the buyer’s tax liabilities – we assess how the transaction will affect the tax structure of the new entity post-merger.

Tax Advisory in Mergers and Acquisitions

The Law Firm provides comprehensive tax advisory in the field of mergers and acquisitions, ensuring entrepreneurs support in optimizing transactions in accordance with applicable tax regulations. We offer advisory on planning the transaction structure, including the selection of the optimal form of merger (e.g., merger by acquisition or the formation of a new company) to minimize tax burdens. We support clients in tax optimization by analyzing available reliefs, tax neutrality mechanisms, and possibilities for tax deferral. We conduct a detailed analysis of the tax consequences of the sale of shares and stocks, taking into account regulations concerning capital gains tax and the Tax on Civil Law Transactions (PCC). Furthermore, we advise on structuring acquisitions, assessing the tax consequences of an asset deal (acquisition of assets) versus a share deal (acquisition of shares in a company), in order to select the most effective solution from a tax perspective.

Legal and Tax Support for Company Mergers

The Law Firm provides comprehensive legal and tax support for company merger processes, encompassing the drafting and negotiation of transaction documentation—including Share Purchase Agreements (SPAs), investment agreements, and cooperation agreements—to ensure the transaction’s compliance with applicable legal regulations. We represent clients in contacts with tax authorities, providing support in obtaining tax rulings, notifying relevant regulatory bodies of the transaction, and negotiating with the tax administration. We ensure full transaction compliance with tax and commercial law provisions, mitigating tax risk and the possibility of administrative sanctions being imposed.

Target Sectors and Industries

The GJW Gramza i Wspólnicy Law Firm provides comprehensive legal and tax M&A advisory for enterprises operating across various economic sectors. Bearing in mind the specific nature of individual industries, we provide tailored legal and tax solutions that factor in applicable regulations and optimize the consequences of the transaction.

Our M&A services are addressed to: 

• Entities in the construction and real estate development sector, including general contractors, investors, and property management companies, for whom issues related to the tax optimization of real estate transactions and the mitigation of risks associated with public law liabilities are crucial.

• Companies operating in the energy and renewable energy sources (RES) industry, including entities engaged in energy production, distribution, and sales (including energy cooperatives), for whom ensuring transaction compliance with sector regulations and structuring acquisitions in a tax-optimal manner is of key importance.

• Industrial and manufacturing enterprises, including manufacturing plants and companies involved in distribution and logistics, for whom the proper structuring of asset acquisitions and the assessment of tax and financial consequences related to mergers are essential.

• Entities in the IT and new technologies sector, including startups, software companies, and technology solution providers, requiring a detailed analysis of issues related to the taxation of intangible assets, intellectual property protection, and the structuring of cross-border M&A transactions.

• Retail and e-commerce entities, including retail chains, online sales platforms, and marketplace model companies, where an important aspect of advisory is the tax optimization of international transactions, protecting sellers’ interests, and minimizing tax burdens associated with electronic commerce.

• Enterprises in the transport and logistics sector, for which M&A transactions require consideration of issues regarding fleet leasing, transport regulations, and the tax consequences arising from international transport operations.