The dynamism of market events and the changing economic environment are driving an increase in the number of mergers and acquisitions. For some this may be an opportunity for rapid growth in their own enterprise, and for others a chance to sell. Regardless of the scenario, the role of an M&A lawyer is to draw up the transaction documentation to maximize the profit from the transaction while minimizing risks and costs. KPMG Law assists clients in selecting and implementing the optimal scenario for M&A deals, offering a wealth of experience, unique knowledge, and familiarity with the market.
What are mergers and acquisitions, and why is M&A advisory so important?
M&A transactions include in particular:
- Sale of shares in a company or the company’s enterprise
- Merger and division of companies
- Joint ventures
- Restructuring of commercial entities.
Every transaction is a complicated process interweaving legal, tax, financial, accounting and economic issues.
M&A challenges for firms
We know from experience that no two M&A deals are the same, but they aways require an individual approach.
But there is one common element across all types of M&A transactions: consistency in pursuing the aim for each stage in the process, from planning to preparation and through to closing of the deal.
Planning the transaction
The phase of planning the M&A process should begin far enough in advance for the type of transaction. This is vital particularly from the perspective of selling a company or enterprise, where the value of the company must be built up in advance and the equity story created to draw the interest of investors.
Preparing the transaction
A key element in every transaction is drafting the relevant legal documentation. This is the stage for the most important negotiations, and well-drafted documentation will ensure the final success of the transaction.
Closing the transaction
The conclusion is the crowning of the work, and that is also true in the case of M&A transactions. Consistency in implementing the adopted legal structure guarantees that the M&A process will achieve the parties’ aims.
M&A transactions—benefits from appropriate legal assistance
- Increased profit from the transaction
- Reduction of the risk of disputes arising in the future
- Ensuring a sense of safety during the transaction and after closing
- Gaining access to the unique knowledge of experienced transactional lawyers
- Greater chance of successfully closing the deal
- Ensuring proper corporate governance
KPMG Law support in M&A transactions and corporate advisory
Our competencies cover all types of M&A deals as well as ongoing corporate advice for companies at every stage:
- Scope of legal review in due diligence process is agreed with the client and tailored to their needs.
- Due diligence identifies legal risks and their impact on the transaction.
- We present recommendations for minimizing identified risks.
- We conduct reviews for investors as well as sellers (vendor due diligence).
- We assist in selecting the optimal legal model for the transaction.
- We draw up the plan for the transaction based on the results of due diligence and the client’s business aims.
- We cooperate closely with tax and financial advisors.
- We draft and advise on transaction documentation, such as letters of intent, non-disclosure agreements, and share sale agreements.
- We draft joint venture agreements and shareholder agreements.
- We provide support for the clients at every stage of transaction negotiations.
- We conduct mergers, divisions and reorganizations of companies.
- We provide support in spinning off and transferring assets between entities.
- We help create the appropriate structures for capital groups.
- We advise on selection of the optimal legal form for doing business.
- We provide support in all matters involving the organization and operation of companies and partnerships.
- We represent clients in corporate disputes and implement strategies for protection against hostile takeovers.
- We draft corporate governance rules.
With the right experience, and an awareness of the benefits and threats entailed in the M&A process under every type of structure, we are prepared to ensure the success of the transactions entrusted to us.
About us
For the success of the M&A process, it is vital to select a team of experienced transactional lawyers who can properly prepare and carry out the entire process—lawyers with the competencies to provide legal support for every type of transaction, taking into account all aspects of the deal, including aspects extending beyond just the legal side.
We have created a team of professional lawyers specialized in carrying out M&A transactions and providing support in corporate matters. For years we have assisted our clients in facing these challenges. We have experience working with Polish enterprises and international corporations. For over 30 years on the market, we have had the opportunity to explore the details of nearly every field of business.
Due to the size of our team and our network of offices in Poland (Warsaw, Poznań, Kraków, Łódź), we can assemble the ideal project team tailored to the client’s needs.
For the success of the M&A process, it is vital to select a team of experienced transactional lawyers who can properly prepare and carry out the entire process—lawyers with the competencies to provide legal support for every type of transaction, taking into account all aspects of the deal, including aspects extending beyond just the legal side.
One of our competitive advantages is our involvement in the structures of KPMG, where we are supported by specialists in taxes, finance, accounting, and M&A advisory. This allows us to offer comprehensive support for M&A transactions—a one-stop shop.
And thanks to the global network of KPMG law firms, we can ensure legal support in nearly every jurisdiction in the world.
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