M&A

Mergers and acquisitions

Our approach

Our M&A team has many years of experience, enabling us to provide comprehensive and professional transaction advisory services to clients across different industries. We combine legal, tax, and business expertise to ensure well-rounded support and operational efficiency. We advise at every stage of the transaction process – from structuring to completion of the transaction. Our approach is based on precise risk analysis, flexible transaction modelling, and attentive client communication. Thanks to our experience in projects of different scales and profiles, we are able not only to effectively safeguard the client’s interests, but also to enhance the value of the transaction.

For whom?

Within our mergers and acquisitions practice, we support business owners, investors, private equity funds, company boards, and strategic advisors who are planning or are preparing for M&A transactions. Our services are tailored to clients who expect not only efficient transactional handling but also advisory services based on a deep understanding of the market, industry, and especially business goals. We work with both family-owned enterprises and international capital groups and funds, adapting our approach to meet the specific needs and expectations of each client.

Advising on M&A transactions requires not only excellent knowledge of regulations and market standards but also – and perhaps above all – outstanding project management skills and the ability to support the client from a business perspective. A transaction also requires tax planning, necessary valuations, and negotiation of financial terms. We bring all these competencies together – OW is a transactional one-stop-shop.
Samanta OsowskaManager, Attorney-at-law

Benefits

Our goal is to support every M&A transaction process in a perfectly tailored way to the full set of circumstances, challenges, and objectives, including post-transaction goals.

Experience and security

Thanks to many years of experience in mergers and acquisitions across various industries, we effectively identify opportunities and risks faced by the client. By combining legal and tax knowledge, we help select optimal financing and transaction structures, maximizing profits and minimizing costs.

One-stop-shop service

We provide support from an interdisciplinary team of experts — from tax advisors and lawyers to business analysts. This approach ensures not only M&A process security for our clients but also allows the integration of all aspects of the transaction within a single organizational structure.

proven credibility

Our effectiveness, professionalism, and high service standards have been repeatedly recognized in international and national rankings, such as The Legal 500, ITR Tax Review, and the DGP Tax Advisors Ranking.

Services

We offer comprehensive support for M&A transactions, including advisory services for buyers and sellers, as well as assistance in restructuring and cross-border processes.

Legal and tax transaction structuring

We provide advice on the optimal structuring of M&A transactions, taking into account both legal and tax aspects. We cooperate with the OW Analytics team, which enables us to approach each transaction not only from a legal, but also from a financial perspective. As a result, we are able to offer comprehensive support that includes, among other things, business valuation, transaction impact modelling, and analysis of how the transaction structure affects the client’s interests.

Preparation of documents at the initial stage of the transaction

We support clients in preparing key documents that initiate the transaction process, such as term sheets (TS), letters of intent (LOIs), non-disclosure agreements (NDAs), and clean team agreements. We ensure that the client’s interests are protected from the very beginning and that a solid foundation is laid for further smooth progress of the transaction.

Legal, tax and financial due diligence in one team

We conduct comprehensive due diligence covering legal, tax, and financial aspects, depending on requirements. Our goal is not only to identify potential risks but also to understand them and assess their impact on the transaction. We always prioritize matters that are of high importance to our clients. Based on our analyses, we prepare reports and practical recommendations that provide essential support for our clients in making business decisions. Our reports aim to deliver substantive conclusions that enable effective negotiations and achievement of transaction goals.

Transactional advisory for share deal and asset deal transactions

In share deal transactions, we support clients throughout the entire process of acquiring/selling shares – from ownership structure analysis and due diligence, through preparation of transaction documentation, to finalization and the post-transaction actions.

In asset deal transactions, we provide advisory services for the acquisition or sale of assets, enterprises, or their organized parts. Our support includes, among others, identification of legal risks, analysis of legal titles to assets, preparation of sale agreements, and advice on tax and corporate consequences.

Transformations, mergers and divisions of commercial companies

We provide comprehensive advice in corporate structure reorganization processes – from legal and tax analysis, through preparation of documentation, to registration of changes in the National Court Register (KRS). We support clients in:

transformations of companies (including into joint-stock companies, limited partnerships, limited liability companies),
domestic and cross-border mergers,
company divisions, taking into account succession, optimization, and compliance aspects.
Our advisory services also include assessment of regulatory, corporate, and contractual risks related to reorganization.

Proceedings before public administration authorities

We represent clients in proceedings before key regulatory authorities, including:

the President of the Office of Competition and Consumer Protection (UOKiK) – in matters of concentration, anti-competitive practices, and consumer protection,
the National Support Centre for Agriculture (KOWR) – regarding permits for the acquisition of agricultural real estate and assessment of transactions under the Agricultural System Act,
the Polish Financial Supervision Authority (KNF) – in matters related to the capital market, financial institutions, and disclosure obligations of issuers.
We operate at the intersection of corporate, administrative, and regulatory law, ensuring transaction security and compliance with applicable regulations.

Completed projects

Our portfolio includes demanding M&A projects carried out for companies from various sectors.

We advised the shareholders of AB Bechcicki sp. z o.o. on the sale of 70% of shares to Bygma Gruppen A/S, the largest Danish supplier of building materials

This breakthrough transaction enabled Bygma Gruppen A/S to directly enter the highly fragmented Polish market, marking an important step in the company’s international expansion strategy in Central and Eastern Europe. Our team comprehensively managed the structuring and execution process of the transaction, including the preparation and negotiation of both the preliminary and final share purchase agreements, the shareholders’ agreement, the new articles of association of the company, as well as all necessary annexes to these documents, including the management contract of the current board member of AB Bechcicki sp. z o.o.