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The purpose of the due diligence process is to identify existing or potential legal risks, the materialization of which could significantly impact the company’s value. This examination is carried out at the request of the company or an investor in connection with a specific business intention, such as the sale of shares, a merger or acquisition, an Initial Public Offering (IPO), or a planned restructuring.
The preliminary stage involves preparing a due diligence checklist (request list), which constitutes a detailed program of analytical activities. This document is agreed upon with both the client and the representatives of the audited company to ensure the efficiency of the process and to incorporate key aspects relevant from the transaction’s perspective.
Analyzing the company’s legal situation is one of the core areas of due diligence. We begin the process by verifying key documents and information that determine the company’s legal status – in particular, the ownership structure, the scope of partners’ or shareholders’ rights, the operating principles of the management and supervisory bodies, the content of the articles of association or statutes, and compliance with registry obligations. We also examine resolutions adopted by the company’s governing bodies as well as internal regulations. The scope of the audit may include, among others: corporate matters, the legal status of real estate and company assets, intellectual property (IP) rights, the use of state aid and EU grants, loan and credit liabilities, possessed permits and licenses, trade receivables and payables, shares in other entities, as well as employment and insurance matters.
We conduct a detailed analysis of the company’s tax situation aimed at assessing compliance with tax obligations and identifying potential threats related to disclosed irregularities or interpretational doubts. The audit covers, among others, proceedings conducted by tax authorities, issued tax decisions, and all other aspects of the company’s operations relevant from the perspective of tax risks. Our approach allows for the early detection of areas requiring correction or supplementation, which translates into increased transaction security and the transparency of the audited entity’s financial and tax situation.
Legal and tax due diligence reports serve as a starting point for determining the financial standing of the audited company. During the audit process, we analyze the company’s assets, with particular emphasis on existing receivables and liabilities. We verify concluded agreements and pending proceedings (court and administrative), particularly regarding their negative impact on the company’s financial liquidity. The analysis also covers the economic potential of the audited entity, taking into account its property, granted permits, concessions, licenses, and intellectual property rights.
The audits we conduct also encompass other aspects of the company’s operations that are significant to potential investors. In our analyses, we include, among others, internal relations under labor law (including collective labor law regulations), compliance of personal data processing principles with national and European regulations, data security policies, and intellectual property protection rules. At the request of our clients, we often incorporate the legal assumptions of the business model of the company (or the capital group in which it operates), and we analyze operational practices by comparing them with those applied by industry competitors.
We provide comprehensive legal support in preparing a company for a due diligence examination conducted by an external entity acting on behalf of a potential investor. The scope of our assistance includes drafting documentation, preparing summaries, and providing explanations that help minimize the audit’s impact on the company’s day-to-day operations and ensure the highest standard of protection for confidential information and trade secrets. As part of our services, we also prepare legal analyses and expert opinions aimed at streamlining the auditors’ work and increasing the transparency of the company’s legal situation.
GJW Gramza i Wspólnicy Law Firm provides support in due diligence preparation for entities headquartered in Poznań as well as throughout the entire country. Our experience encompasses both domestic and cross-border transactions.