M&A transactions

What are M&A mergers and acquisitions transactions?

M&A Department of TGC Corporate Lawyers offer legal support in mergers and acquisitions. One of the benefits of M&A transaction is getting access to new financing sources, bigger client base, better use of know-how or market extension. M&A transactions can be complex, so it is best to instruct experienced lawyers to handle them. This will ensure, that transaction will be carried out as expected.

There are two types of mergers:

  • merger by acquisition - where assets of the target company are incorporated into the buyer in return for the agreed price or shares
  • merger by formation of a new company, where merging companies form together a new company, their assets are consolidated and contributed to a new company in return for shares.

As part of an M&A process, it is essential before the merger to carry our investigation into tax, legal and other aspects of business of the merging companies. This will ensure the merger will proceed in accordance with the applicable regulations as well as business and ethical standards.

By default, M&A transactions are preceded by due diligence, that is a comprehensive appraisal of a business. Our experts in law, tax and financial audit may assist you in drawing up a comprehensive documentation – it is great convenience and a guarantee of an informed decision of our client with regard to the contemplated transaction.

M&A services offered by TGC

Our assistance in M&A transactions is comprehensive. We advise domestic and international clients on all aspects of mergers and acquisitions, including cross-border transactions. In particular we support our clients in the following areas:

  • legal and tax analysis of the contemplated transaction – on the basis of the results obtained, we recommend the most suitable structure of transaction,
  • due diligence – legal, tax and financial assessment (with a sister group company) of the entire (if applicable) business of a target company or a portion of its business that runs the highest risk or is crucial from the client’s perspective,
  • drafting transaction documents and participation in negotiations – fundamental for an M&A transaction is not only excellent transactional advisory but also drawing up documentation needed for lawful post-transaction activity.
  • carrying out share sale/purchase transaction in commercial companies - to ensure efficient transfer of shares and full legal compliance
  • carrying out enterprise sale/purchase transaction or an organized part of an enterprise
  • carrying out asset sale/purchase transaction - we ensure verification of the current legal status of assets (such as real properties, receivables and other) as we as structuring of transaction and support throughout its lifecycle until the ownership title is transferred
  • drafting investment and shareholders’ agreements – and also, if needed, we support the entire agreement process through negotiations or mediation between the parties
  • we advise on legal aspects of financing M&A transactions

If needed, we can engage our company secretarial department in certain stages of the process. At all times, this service will be adapted to the needs of individual transaction.

Mergers and acquisitions coordinated by TGC are monitored at every stage until the closing of a deal. We can provide advisory services also in response to results of the performed analyses. The client regularly gets recommendations and opinions so it can keep its finger on the pulse.

Benefits of working with us

Coordination of M&A transactions by our legal and tax experts ensures that transactions are carried out in compliance with the law and business standards resulting in seamless and efficient merger or acquisition of businesses and greater legal certainty. M&A market in Poland is worth some 10 milliard US dollars according to Forbes. M&A deals are relatively high-value transactions and, for this reason, it is even more important to entrust highly-qualified specialists to handle them

  • Protection of client interests – appointed experts in business law and taxes act to the best of their knowledge and interest of the client and make sure that each stage of the transaction is carried out in accordance with these principles
  • Data security – each M&A transaction managed by our law firm is executed subject to principles of confidentiality; data security is ensured at every stage of transaction.
  • Due diligence – mergers and acquisitions are always preceded by legal and tax analysis; instructing a law firm with M&A advisory and carrying out due diligence means transferring the liability for proper performance of the analysis to experts in these fields; it is also allows to save time and energy and devote all efforts to company’s current affairs.
  • Fast completion of transaction formal aspects – our M&A services facilitate smooth merger of enterprises and, consequently, fast operational readiness for future business ventures.

Why should you instruct TGC Corporate Lawyers with legal services related to M&A transaction?

  • Data security. TGC Corporate Lawyers manage M&A transactions with the highest standard of care and professionalism. This is confirmed by Lexcel accreditation awarded by the British Law Society - the quality mark for excellence in legal practice management and client care. TGC Corporate Lawyers has also implemented ISO 27001, internationally recognized standard in security and data confidentiality management (certification by TUV Nord Polska and DNV).
  • Experience. Extensive knowledge of legal issues combined with long, first-hand experience make us trustworthy advisors. We have operated in Poland since 1990, that is over 25 years. We cooperate with other law firms, also international, to effectively carry out cross-border projects.
  • Flexibility. Our specialists adapt to the changing needs of market and clients’ needs in fast and efficient manner. Their knowledge is up-to-date and services – comprehensive. This allows to tailor our offer to the expectations of clients conducting M&A transactions.
  • Complexity. We cooperate with our sister companies Crowe and Contract Administration which provide, among other services, consulting and audit services, to complement our offer and cover all needs of our clients in every field.
  • We provide services online as well as in offices in Poland and abroad. You can meet with us in our service centres in Warsaw, Cracow, Wrocław, Łódź as well as in Prague, Brno and Bratislava.
Offices
Warszawa
TGC Corporate Lawyers
ul. Hrubieszowska 2
01-209 Warszawa, Poland
tel. +48 22 295 3300
fax. +48 22 295 3301
Offices
Bratislava
TGC Corporate Lawyers
City Business Center 5 Karadžicova 16
821 08 Bratislava, Slovakia
tel. +421 254 630 457
fax. +421 254 645 032
Offices
Brno
TGC Corporate Lawyers
Masarykova 413/34
602 00 Brno, Czech Republic [Czechia]
tel. +420 542 425 824
fax. +420 542 425 82
Offices
Wrocław
TGC Corporate Lawyers
ul. Strzegomska 142A
54-429 Wrocław, Poland
tel. +48 71 733 1300
fax. +48 71 733 1301
Offices
Kraków
TGC Corporate Lawyers
ul. Smoleńsk 18/1
31-112 Kraków, Poland
tel. +48 12 334 9100
fax. +48 12 334 9101
Offices
Łódź
TGC Corporate Lawyers
ul. Nawrot 114
90-029 Łódź, Poland
tel. +48 42 671 8560
fax. +48 42 671 8561
Offices
Prague
TGC Corporate Lawyers
U Garáží 1611/1 Praha 7 Holešovice
Prague, Czech Republic [Czechia]
tel. +420 221 111 611
fax. +420 221 111 612
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TGC Corporate Lawyers

ul. Hrubieszowska 2
01-209 Warszawa
✆: +48 22 295 3300

TGC Corporate Lawyers

City Business Center 5 Karadžicova 16
821 08 Bratislava
✆: +421 254 630 457

TGC Corporate Lawyers

Masarykova 413/34
602 00 Brno
✆: +420 542 425 824

TGC Corporate Lawyers

ul. Strzegomska 142A
54-429 Wrocław
✆: +48 71 733 1300

TGC Corporate Lawyers

ul. Smoleńsk 18/1
31-112 Kraków
✆: +48 12 334 9100

TGC Corporate Lawyers

ul. Nawrot 114
90-029 Łódź
✆: +48 42 671 8560

TGC Corporate Lawyers

U Garáží 1611/1 Praha 7 Holešovice
Prague
✆: +420 221 111 611

Poland, Czech Republic, Slovakia

Offices of TGC

Corporate Lawyers

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