Mergers and Acquisitions

Assessment of the Rationale for a Merger or Acquisition

We prepare detailed legal analyses specifying the benefits and risks associated with the planned merging of companies. We help determine which method of merger will be more advantageous from a tax and organizational perspective. We support companies in structuring the M&A process in such a way that it affects the company’s day-to-day operations as little as possible. We propose alternative scenarios for achieving the goals set by the owners (partners, shareholders). We verify how the planned merger will impact the permits, concessions, and tax reliefs held by the company.

Drafting and Negotiating Investment Agreements

We provide comprehensive support during the preparation of investment agreements, from the Letter of Intent (LOI) stage to the finalization of the transaction. We draft contractual provisions and clauses aimed at fully realizing the contracting parties’ intentions. We help shape partner relations between entities involved in the merger or acquisition and create regulations that protect against abuse. We pay special attention to provisions shaping the liability of the involved entities and their internal relations. On behalf of our clients, we negotiate the content of investment agreements and, if necessary, assist in introducing appropriate amendments to already concluded contracts.

Drafting Documents Necessary for Mergers or Acquisitions

We provide support in preparing or obtaining all documents necessary to carry out a company merger or acquisition. We assist in drafting a merger plan that incorporates the projected investment intentions. We prepare drafts of required resolutions, amendments to the company’s articles of association or statutes, and statements regarding the situation of the interested entities. We cooperate with the statutory auditor to the extent necessary for the auditor to quickly and reliably issue an opinion. In the case of cross-border mergers, we assist in preparing the written report justifying the company merger.

Representing Companies in Relations with Creditors

We support companies in their relations with creditors at every stage of a merger or acquisition. We provide legal assistance in matters related to the satisfaction or securing of claims arising before the merger date. We represent members of corporate bodies in proceedings concerning their liability for the companies’ obligations. We cooperate with companies in assessing the effects of the merger on their creditors. We conduct negotiations with creditors and prepare agreements and settlements aimed at facilitating the merger process.

Comprehensive Support for the Merger Process

We represent clients in all official activities related to the company merger process. We provide assistance in registry proceedings and in administrative procedures before the President of the Office of Competition and Consumer Protection (UOKiK) and the Minister of the Interior and Administration, if the consents of these authorities are required for the effective execution of the merger process. We support companies in meeting procedural requirements and prepare the necessary notifications and corporate documents. The GJW Law Firm also provides legal assistance in cases concerning the annulment or declaration of invalidity of resolutions regarding company mergers.