Mergers and Acquisitions in Poland

Mergers and acquisitions (M&A) are complex business activities offering numerous strategic advantages to companies. M&A facilitate growth and expansion by allowing companies quick access to new markets, technologies or intellectual property.

The M&A process consists of several key stages and Ecovis specialists are equipped to support clients at every step.

1. Preparing for the M&A process: this stage involves business planning along with (mainly on the sell side) certain formal actions such as modifying or simplifying the ownership structure or structuring the business (separating certain assets to different entities if they are not planned to be part of the transaction).
2. Identifying potential targets: this stage involves extensive search and vetting activities aimed at identifying suitable merger or acquisition targets. Companies often use specialised M&A dealmakers at this stage, in particular to identify targets.
3. Preliminary negotiations: this is when the potential purchaser and vendor outline the initially proposed terms and conditions underlying the acquisition in a letter of intent, or other document (for example head of terms). In most cases, this is not fully legally binding. At this stage, professional support is mostly used for drafting legal documents and helping with the valuation of the company.
4. Due diligence: the purchaser due diligence covers legal, tax and financial areas, aiming to identify major risks that may arise from the envisaged transaction, double check the valuation of the target and ensure that transactional documents (such as the share purchase agreement) properly cover any identified risks. The vendor may also conduct its own due diligence and share the results with the purchaser, which may speed up the whole process.
5. Final negotiations and closing: when the due diligence process has been finalised, the purchaser reviews the findings and assesses any risks (especially any potential red flags). If the purchaser moves forward with the acquisition, the parties will negotiate details of the transaction, and specific terms and conditions. Closing involves signing the legal documents and transferring ownership – either of the target (Share Deal) or selected assets (Assets Deal).
6. Post-merger integration: the newly acquired company may undergo organisational changes, including restructuring or potential division. This stage also involves the harmonisation of the corporate governance, regulatory compliance and workforce integration to ensure a smooth transition.

M&A transactions require expert guidance across multiple disciplines. Ecovis lawyers work closely with the client team at every stage of the process, collaborating with other Ecovis professionals: M&A dealmakers during the search for targets and valuation, as well as tax advisors during the due diligence and ensuring the optimal structuring of the transaction. By offering an integrated team under one brand, Ecovis maximises efficiency and delivers seamless, comprehensive support – providing significant value to clients navigating the complexities of M&A.