Sales of businesses or assets, joint ventures, mergers or de-mergers of companies require that a lawyer knows not only the commercial law and regulations applicable to the industry in question, but also understands the business drivers of the transaction. These drivers determine not only its structure and schedule, but also specific requirements for legal, tax, business or environmental due diligence, as well as mutual relations of the parties after the closing.
Lawyer must understand tax environment, the specifics of the transaction may also require to reach for other competences within our team. Most often, the acquisition of shares, assets or businesses are financed by a bank loan or a bond issue; this requires matching the financial and collateral documentation with the schedule of the transaction, the sources and methods of repayment and the recommendations of tax advisers. Skillful negotiation cannot be overlooked, neither. The success of such a process depends on the ability of a lawyer to be a team player, his knowledge of psychology and discipline in constructive pursuit of the goal despite all possible obstacles, especially negative emotions which tend to appear during the process and cause an unnecessary failure of the transaction.
In our practice, we have come across nearly all legal, business and psychological problems that may occur in M&A transactions. We are able to quickly understand business specifics, as well as regulations that apply to it. We participated many times in the preparation and negotiation of financial and collateral documentation for transactions executed on the public securities market or over-the-counter. The most important transactions in which our team members participated include the sale of a private pension fund and a life insurer by Norwich Union to Sampo, sale of the brokerage house by HSBC to PKO BP, advising BPH in respect of the merger with PEKAO, acquisition of a commercial real estate portfolio by a foreign client, advising on Polish aspects of Arcelor Mittal and Cellino joint venture, public call and forced buyout of shares in Vantage Development SA, as well as dozens of other investment projects worth from several to over one hundred million PLN.