The owner is considering selling the entire business, shares or stock, or selected assets of the undertaking. We assist in preparing the company for the process, defining the transaction structure, identifying issues requiring resolution, and preparing and negotiating documentation.
TRANSACTION ADVISORY AND M&A
Transaction advisory and M&A
The sale or purchase of a company requires combining a business decision with legal, tax, and financial analysis. Conditions agreed at the outset of the process subsequently affect the transaction structure, the method of determining the price, the scope of the parties' liability, and the possibility of closing the transaction safely.
We support company owners, investors, companies, and capital groups in M&A transactions – from preparing the process and selecting the structure, through due diligence, negotiations, and transactional documentation, to signing the agreement, closing, and post-closing actions.
We advise both on the sale and purchase of shares or stock, as well as on transactions concerning a business, an organised part of a business, or specific assets.
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Attorneys-at-law and advocates
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70+ specialists
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Law · Tax · Finance · Audit
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Support for domestic and international transactions
On this page
- 01What does your transaction concern?
- 02What does transactional and M&A advisory entail?
- 03Scope of advisory in M&A transactions
- 04Sale of a company or business
- 05Purchase and acquisition of a company
- 06Sale of shares or sale of a business?
- 07Documents in an M&A transaction
- 08Due diligence and transaction conditions
- 09How does an M&A transaction proceed?
- 10When is it worthwhile to engage a transaction adviser?
- 11How does cooperation work?
- 12Law, tax and finance in a single transaction
- 13Why Russell Bedford?
- 14Team leading M&A transactions
- 15Frequently asked questions about M&A transactions
- 16Related services
- 17Let's discuss your planned transaction
What does your transaction concern?
The scope of advisory services depends on which side of the transaction the client is on, what is to be the subject matter of the transaction, and at what stage the process is.
What does transactional and M&A advisory entail?
Transaction advisory does not begin with the preparation of the sale agreement.
The first step is to understand the purpose of the transaction, the current ownership structure, the subject matter of the sale or acquisition, and the interests of the parties.
We analyse, inter alia:
- who is selling and who is acquiring,
- what is to be the subject matter of the transaction,
- whether a sale of shares or stock is appropriate, or a sale of an undertaking or assets,
- whether changes in the group structure are needed before the transaction,
- what legal risks may affect the transaction,
- what tax consequences are associated with the variants under consideration,
- how the price is to be determined and settled,
- what conditions should be fulfilled before closing,
- how the liability of the parties is to be regulated,
- what actions will be necessary after the closing of the transaction.
On this basis, it is possible to design a structure that aligns with the business objective and can be effectively implemented in practice.
Scope of advisory in M&A transactions
Transaction preparation
We assist in defining the subject matter and key assumptions of the process, identifying issues requiring resolution prior to the commencement of negotiations, and establishing a schedule for subsequent actions.
On the seller's side, this may also include preparing the company for sale and resolving matters that could affect the course of due diligence or the terms offered by the investor.
Transaction structuring
We analyse possible legal variants of the transaction and their consequences.
Depending on the circumstances, the transaction may include, inter alia:
- sale of shares or stock,
- sale of a business (undertaking),
- sale of an organised part of a business (undertaking),
- sale of selected assets,
- entry of an investor into the company,
- capital increase,
- reorganisation preceding the sale or purchase.
The structure should result from the transaction's objective and the parties' situation, and not solely from a previously selected type of document.
Term sheet and letter of intent
A term sheet or letter of intent allows the basic assumptions of the transaction to be organised before negotiations on the full documentation commence.
We assist in defining, inter alia:
- the subject matter of the transaction,
- the proposed price or the mechanism for its determination,
- the process schedule,
- the scope of due diligence,
- negotiation exclusivity,
- confidentiality,
- conditions for further conduct of the process,
- key assumptions regarding the future agreement.
The scope of the binding nature of individual provisions should be clearly defined.
Due diligence
The results of the legal due diligence may have direct significance for the price, transaction structure, conditions for its closing, and the scope of the seller's liability.
We assist in defining the scope of the due diligence and coordinate its use in the further transactional process.
Legal due diligence
Transaction negotiations
We support the client during business and legal negotiations.
The scope may include, inter alia:
- the price and the mechanism for its determination,
- payment terms,
- price adjustments,
- suspensive conditions,
- representations and warranties of the parties,
- liability for breaches,
- liability limits,
- security measures,
- obligations of the parties between signing and closing,
- post-closing obligations.
Transaction documentation
We prepare and negotiate the documents required to carry out the transaction.
Depending on its structure, these may include, inter alia:
- NDA and confidentiality agreements,
- term sheet,
- letter of intent,
- preliminary agreement,
- PSPA,
- SPA – share purchase agreement,
- business (undertaking) sale agreement,
- asset sale agreement,
- investment agreement,
- corporate documentation,
- documents required for closing,
- additional agreements and arrangements related to the transaction.
Signing and closing
Signing the agreement does not always mean simultaneous transfer of ownership.
If the transaction provides for a period between signing and closing, we assist in defining the actions that the parties should perform during this time, as well as the documents and conditions required for closing the transaction.
We coordinate the preparation for closing and verify the performance of agreed conditions.
Post-closing actions
Support may also include actions required after the transaction has been carried out, including corporate changes, performance of obligations arising from agreements, and further restructuring of the organisation.
Sale of a company or business
The sale of a business often begins earlier than the first conversation with a potential investor.
Before commencing the process, it is worth determining precisely what is to be sold and whether the current structure of the undertaking corresponds to the planned transaction.
We analyse, inter alia:
- the company's ownership structure,
- the shares or equity interests that are the subject of the sale,
- key assets,
- material agreements,
- financing,
- relationships between shareholders,
- corporate matters requiring organisation,
- potential risks that may be disclosed during due diligence,
- the need for reorganisation prior to the sale.
The objective is to prepare the process in such a way that issues capable of being resolved before the transaction do not later become grounds for reducing the price or altering the terms offered by the purchaser.
Preparing the company for sale
The scope of preparation depends on the state of the undertaking and the planned transaction model.
It may include organising corporate and contractual documentation, changing the ownership structure, carving out specific assets or activities, and preparing the company for a due diligence review.
Not every issue requires resolution before the process begins. However, it is important to determine in advance which elements may be material to the investor and the terms of the transaction.
Purchase and acquisition of a company
On the purchaser's side, it is crucial to establish not only what will be formally acquired but also what risks and liabilities are associated with the business being taken over.
We support purchasers with:
- selection of the transaction structure,
- negotiation of initial documents,
- preparation and conduct of due diligence,
- assessment of identified risks,
- incorporation of the findings of the review into the transaction documentation,
- negotiation of the price and the mechanism for its settlement,
- preparation of the SPA or other agreements,
- definition of the seller's representations and warranties,
- determination of closing conditions,
- implementation of corporate changes following the acquisition.
The purchase of a company should not be assessed solely through the prism of its current results.
Liabilities arising from prior activities, concluded agreements, and risks that may emerge after the change of ownership are also of significance.
Documents in an M&A transaction
Documentation evolves with each successive stage of the process.
NDA – non-disclosure agreement
It allows the rules governing the use of information disclosed to a potential investor or buyer to be defined.
Term sheet
It sets out the basic terms of the planned transaction and serves as a reference point for further negotiations.
Letter of intent
A letter of intent may confirm the intention to continue discussions and define the key assumptions of the process, including its timetable, exclusivity, or the principles governing due diligence.
SPA – share purchase agreement
A share purchase agreement regulates the fundamental terms of the transaction.
Depending on the case, it covers, among other things, the subject matter of the sale, the price, the method of settlement, suspensive conditions, representations and warranties, liability principles, and actions related to closing.
Sale of a business or assets agreement
If the transaction is not a share deal, the documentation must precisely define the components forming the subject matter of the acquisition and the rules governing their transfer.
Investment agreement
When an investor enters a company, it may be necessary to regulate not only the subscription or acquisition of shares but also future ownership relations and the principles for making key decisions.
Investment agreements and shareholders' agreements
Due diligence and transaction conditions
Due diligence is not a documentation exercise separate from the transaction.
The results of the investigation should be used when deciding on the further course of the process and negotiating its terms.
Identified risks may lead, among other things, to:
- a change in the price,
- a change in the method of its settlement,
- the imposition of an obligation to remedy a specific issue before closing,
- the inclusion of additional representations and warranties,
- the establishment of special liability rules,
- the application of additional security,
- the waiver of a specific element of the transaction.
Therefore, the scope of due diligence should be linked to the purpose of the transaction and the manner in which its results will be used.
Legal due diligence
How does an M&A transaction proceed?
The detailed course depends on the size of the transaction, the number of parties, the subject matter of the acquisition, and the method of its financing. The process most often comprises several successive stages.
Definition of the purpose and structure of the transaction
We determine what is to be sold or acquired, who participates in the process, and which legal variants may be applied.
Preparation of the process
We organise issues requiring resolution before the commencement of substantive negotiations and define the scope of documentation.
Term sheet or letter of intent
The parties agree on the basic terms that are to serve as a starting point for the further process.
Due diligence
The buyer analyses the legal, tax, financial, or operational situation of the business being acquired to the extent corresponding to the nature of the transaction.
Negotiation of documentation
The results of the investigation and business agreements are translated into the actual provisions of the agreements.
Signing
The parties sign the agreed transaction documentation.
If the agreement provides for conditions that must be fulfilled prior to closing, signing does not yet conclude the process.
Closing
Once the required conditions are met, the transaction is executed in accordance with the agreed structure.
Following closing, further corporate, settlement and organisational actions may be required.
When is it worthwhile to engage a transaction adviser?
The adviser does not need to become involved only at the stage of preparing the SPA.
It is advisable to commence the analysis earlier, particularly when:
- 01the owner begins to consider selling the company,
- 02an investor interested in purchasing shares has emerged,
- 03the company plans to acquire another business,
- 04the group is considering acquiring a competitor,
- 05an investor is to enter an existing company,
- 06the parties begin negotiating a term sheet or letter of intent,
- 07a due diligence investigation is planned,
- 08a choice must be made between a sale of shares and a sale of the business,
- 09reorganisation is required prior to the transaction,
- 10negotiations of the SPA have commenced,
- 11signing or closing is approaching,
- 12further ownership or corporate changes will be necessary after the transaction.
The earlier the target structure is defined, the easier it is to avoid situations in which solutions adopted at the outset of the process hinder its subsequent completion.
How does cooperation work?
We analyse the transaction
We establish the client's objectives, the parties to the process, the subject matter of the transaction, the current structure and the stage of ongoing discussions.
We determine the structure and scope of work
We identify possible variants for conducting the transaction and define the scope of analyses, documentation and actions required at subsequent stages.
We prepare and negotiate documentation
We translate business arrangements into documents and participate in negotiations with the other party and its advisers.
We coordinate the process
We monitor the interdependencies between documentation, due diligence, required consents and corporate actions.
We bring the transaction to closing
We prepare for signing and closing, verify compliance with conditions and coordinate the documentation required for the execution of the transaction.
We provide post-closing support
We assist in fulfilling obligations arising from the agreement and in further corporate and organisational changes.
Law, tax and finance in a single transaction
An M&A transaction is rarely solely a legal project.
The manner of selling shares, a business or assets may affect taxation, price settlement, the financing structure and the accounting position of the parties.
Depending on the scope of the project, the legal team collaborates with tax advisers, financial experts and auditors from Russell Bedford.
This enables the analysis of individual elements of the transaction within a single process and the identification of consequences extending beyond the content of the sale agreement itself.
Why Russell Bedford?
Support throughout the process from decision to closing
We support the client from the analysis of possible variants and preparation of the process, through due diligence and negotiations, up to the execution of transactional documentation.
Law analysed together with tax and finance
The legal structure of a transaction may affect its tax and financial consequences. Where necessary, the project is conducted with the involvement of specialists from several areas.
Experience on both the buying and selling side
The perspective of the transaction parties differs. The scope of investigations, safeguards and documentation is tailored to the client's role in the specific process.
Support for international projects
Russell Bedford Poland is a member of Russell Bedford International. For transactions involving multiple jurisdictions, we can collaborate with advisors from other countries.
Team leading M&A transactions
Izabela Podleśna
Attorney-at-law | Director, Legal Department, Russell Bedford Poland
Izabela Podleśna has over 13 years of experience in legal advisory, particularly in corporate services, reorganisations, and M&A transactions.
She has led projects concerning the acquisition and disposal of assets and shares, including transaction structure planning, negotiation of documentation, and preparation of investment documentation. She also has experience in due diligence investigations and acquisition processes conducted by VC investors.
She is an attorney-at-law of the District Bar of Attorneys-at-Law in Warsaw, registration number WA-16630.
izabela.podlesna@russellbedford.pl
Full biography
Paweł Stelmach
Attorney-at-law | Manager, Russell Bedford Poland
Paweł Stelmach has over 15 years of professional experience. He specialises in commercial, economic and civil law, ownership and capital reorganisations, and M&A transactions.
He has advised on M&A transactions and conducted and coordinated due diligence investigations on both the selling and buying sides. He has been associated with Russell Bedford since 2014.
He is an attorney-at-law of the District Bar of Attorneys-at-Law in Warsaw, registration number WA-14950.
pawel.stelmach@russellbedford.pl
Full biographyFrequently asked questions about M&A transactions
M&A is a term referring to transactions involving mergers and acquisitions of businesses, as well as other ownership changes related to the purchase or sale of companies, entities, shares, stock or assets.
The scope of a specific transaction depends on its structure and the business objectives of the parties.
Related services
Legal due diligence
Legal due diligence of an undertaking prior to its purchase, sale, or the entry of an investor.
Investment agreements and shareholders' agreements
Advisory services concerning the relationship between the investor and shareholders, the principles of management of the company, and exit from the investment.
Reorganisation of companies
Changes to the legal or ownership structure of an undertaking before or after a transaction.
Tax advisory
Analysis of the tax consequences of the sale, purchase and reorganisation of an undertaking.
View serviceLegal advisory
Ongoing and project-based legal services for undertakings, owners and capital groups.
View serviceLet's discuss your planned transaction
We can begin with information regarding the planned sale, purchase or entry of an investor, the current ownership structure, and the stage at which the process is located.
On this basis, we will determine the scope of analysis, documentation and support required to prepare and carry out the transaction.
The information presented on the website is of a general nature and does not constitute legal, tax or financial advice. An assessment of a specific transaction requires an analysis of its structure, documentation and individual circumstances.