Capital transactions: M&A / Investments / Venture Capital | Kancelaria Oleś Rysz Sarkowicz

Capital transactions: M&A / Investments / Venture Capital

What we do

1. Sale of business, company acquisitions
  • We establish with the business/enterprise owner or investor the objectives of the transaction, propose the optimal model and tactics at all stages of the process
  • We prepare and manage data on companies targeted for M&A transactions (Virtual Data Room – VDR) for due diligence both internally and through advisors to potential investors
  • We carry out multi-faceted business due diligence (legal, tax, financial – Vendor’s Due Diligence) to identify organisational and legal risks for the M&A process
  • We prepare information memoranda on companies for the purpose of selling the business.
  • We prepare comprehensive legal documentation of the transaction starting from the initial stage (NDA, letters of intent, Term Sheet) to the preparation and negotiation of the main sale/investment agreement and accompanying agreements (shareholders’ agreements, options, etc.).
  • We develop and implement concepts for less typical MBO and LBO processes.
  • We prepare the corporate documentation necessary for the implementation of the transaction (resolutions of management boards, supervisory boards, shareholders’ meetings).
  • We provide support in the implementation of transactional conditions, e.g. obtaining approvals from administrative authorities – among others, representing parties in merger clearance proceedings (European Commission, Office of Competition and Consumer Protection, national regulators in EU countries).
  • We advise on obtaining financing for transactions (agreements with banks and financing institutions – Polish and international investment funds, family foundations, institutionalised, European funds).
  • We support Clients in the preparation phase of the closing.
  • We provide full post-transaction support.
2. Investment agreements, joint ventures
3. Issues of securities (bonds, investment certificates, subscription warrants)

How we work

In M&A transactions, we focus on establishing and then implementing the Client’s strategic objectives. We strive to minimise the costs and time required to close the transaction. We provide comprehensive services covering not only the transaction itself, but also its proper structuring and preparation (including the development of the optimal model for the implementation of the transaction from a tax perspective). Our services include advice at every stage of the transaction.

In particular, we specialise in handling M&A transactions on the part of the seller, including for international entities as well as private equity and venture capital funds.

Professional experience

Our experience ranges from typical buy/sell transactions of companies or businesses (including e-commerce, media, FMCG, technology, manufacturing, shopping malls, photovoltaic farms) to less typical transactions such as MBOs and LBOs or acquisitions by a local self-government entities.