Legal services for companies and partnerships – mergers and acquisitions (M&A)

Legal services for entrepreneurs is one of the most important areas of K&S law firm’s activities. We provide services for both companies and sole traders. We provide services to entities with Polish and foreign capital.

As part of our service, we undertake cases in the fields of commercial law, civil law, labour law, new technologies, business restructuring, as well as representation before courts and administrative authorities.

In addition, we provide advice on changes to the capital structures of companies, in sales, acquisitions and M&A transactions. We offer entrepreneurs legal support in the field of mergers and acquisitions. M&A transactions can be complex and multi-stage, which is why it makes sense to outsource them to experienced lawyers.

Creation of new legal entities

It is worth contacting the firm at the stage of planning a new business or company, as our lawyers will advise on the choice of the right legal form and corporate structure. We provide assistance in setting up partnerships and companies, as well as other business entities, including foundations and associations. We also advise on the establishment of branches and representative offices of companies.

Ongoing legal services for business entities

We offer corporate legal assistance to companies, including:

• wide-ranging corporate secretarial services (i.e., e.g. preparation of draft minutes of shareholders’ meetings, general assemblies, preparation of draft resolutions, preparation of management and supervisory board reports, preparation of rules of procedure of the management board, supervisory board, general assembly, etc.).
• representation of shareholders at shareholders’ meetings and general assemblies
• preparation of staff contracts, rules of procedure, statutes
• legal services to all bodies of limited liability companies
• merger, transformation, division and winding-up of companies and sole proprietorships
• the increase and reduction of the share capital, the sale, acquisition, redemption and pledge of shares, and in acts relating to changes in the composition of the company’s shareholders
• liquidation of business entities.

Services are provided on a one-off basis or on a permanent basis.

We prepare the documentation necessary to obtain the necessary approvals and permits.

With our clients’ interests in mind, we monitor the most important changes in legislation and prepare them for changes in the legal field. We provide opinions on contracts and participate in negotiation processes.

Representation of clients before various institutions

We represent companies and entrepreneurs in court proceedings and before authorities and bodies. We appear on behalf of clients before:

• common and administrative courts;
• Provincial Administrative Courts;
• Supreme Court;
• Supreme Administrative Court;
• National Board of Appeal;
• other legal authorities related to the legal supervision of companies (e.g. KNF, UOKiK, GIOŚ).

We also formulate appeals, including: complaints, appeals, replies and cassation complaints.

We represent businesses in their dealings with debtors and enforcement authorities.

Shareholders’ disputes – Legal services to companies

We offer support in internal conflicts involving shareholders, bodies and the company itself, as well as in disputes to which a former shareholder of the company is a party. We also deal with matters concerning:

• exclusion of a partner from the company
• conducting a minority shareholder buy-out process
• conflicts arising from non-compete violations and conduct prejudicial to the company’s interests.

M&A transactions

We advise and represent clients in transactions involving the transfer of company shares and in M&A transactions. We advise on all aspects of mergers and acquisitions on behalf of clients with domestic and foreign capital, also as part of international M&A transactions.

Our offer includes all activities that will lead to the completion of the merger – from the due diligence stage, through the tax preparation of the transaction structure, the preparation and negotiation of the transaction documentation to the closing stage and post-transaction support. Our offer includes:

• a legal and tax analysis of the planned merger or takeover of the company, the conclusions of which will make it possible to determine the most favourable structure of the transaction
• audit, due diligence – examination of the financial condition of the target company or a section of its activity indicated by the client
• creation of M&A transaction documentation and participation in negotiations
• carrying out acquisitions/disposals of shares
• carrying out the sale and acquisition of businesses and organised parts of businesses, advice on matters relating to the takeover of an establishment
• carrying out acquisition/disposal transactions of individual assets after verification of their current legal status (including, inter alia, real estate)
• preparation of investment agreements and shareholders’ agreements
• advising on the legal aspects of financing M&A transactions.