Mergers and acquisitions (M&A) and business transfers

We specialize in providing services for acquisitions, divestitures, mergers, and takeovers of entire companies and discreet parts of businesses. In addition, we have extensive, long-standing experience in making changes to the capital structure of companies (mergers, transformations, divisions).

An important part of our Firm’s practice is legal assistance provided for M&A transactions. This support is carried out by a dedicated team of lawyers working under the leadership of the firm’s partners. Each stage of such a transaction is important to us, while maintaining the goal – the legal security of the client throughout the process.

Thus, the support includes the development of a strategy for the planned transaction and the assessment of potential risks through the prism of the market in which the business operates. We conduct due diligence      which reveals the legal and financial situation of the business. Knowing the dangers, we propose legal solutions that will achieve the intended business goals and eliminate potential issues.

We construct a complete schedule for M&A transactions. We conduct proceedings before national and EU regulatory authorities. We advise on the financing of transactions, as well as provide tax support.

Depending on your needs and the stage of the transaction – we negotiate a letter of intent, term sheet, or investment agreements. We safeguard your interests by structuring obligations in a way that is optimal for the given situations. We provide logistical support for the entire process, as well as post-transaction support – from ongoing support in the smooth acquisition of the business to registration proceedings.

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Stages of transactions carried out by the law firm Duraj Reck and Partners:

Stage 1: We provide support during negotiations – at each stage of the transaction we actively assist in negotiations with the counterparty. Depending on your needs, we will also represent you in contacts with the institutions financing the transaction.

Stage 2: We secure confidential information – the start of negotiations, often related to the valuation of the company, requires the disclosure of sensitive information. By signing a non-disclosure agreement (NDA), we will secure your confidential information, also in case the transaction fails.

Stage 3: We will check the risks associated with the transaction – we will conduct a process of examining the company, the so-called due diligence, which will show the risks associated with the planned transaction. Only by analyzing the results of such a study will you be able to make this strategic business decision with full knowledge and awareness.

Stage 4: We prepare the legal and tax structure of the transaction – we will advise on how to adapt the legal model of the enterprise to the planned transaction. With the support of tax experts, we will also create an optimal tax concept adapted to the current policies of the tax authorities.

Stage 5: We will carry out legal services for the transaction itself – this is an extremely important key stage of the transaction. Depending on its subject matter (shares/shares/businesses or parts thereof) and model (letter of intent, preliminary agreement, promised agreement) we will prepare the appropriate agreements and documents. Finally, and most importantly, we will structure the provisions of the contracts and agreements in such a way as to minimize the risks associated with the transaction for you.

Stage 6: We will conduct proceedings before the Office of Competition and Consumer Protection – if the transaction requires the approval of the President of the Office of Competition and Consumer Protection, we will prepare an application for approval of the concentration, and actively participate in the proceedings.

Stage 7: We will help acquire and integrate the enterprise – we offer support in the area of so-called post acquisition services. Integration of the enterprise is an extremely important stage of the transaction, as quick and efficient execution of this process determines the achievement of the assumed business results.

 

Contact:

Registered Office:

ul. Gliwicka 5, 40-079 Katowice

tel.: +48 32 253-90-11
+48 32 703-99-59
fax: +48 32 253-04-76
e-mail: office[at]durajreck.com