M&A transactions in Poland

About

In the fast-paced realm of business, mergers and acquisitions (M&A) are pivotal strategies for growth and expansion. Engaging in M&A transactions can open new avenues for your organization, but the legal complexities involved can be daunting. At Kopeć Zaborowski, we are committed to providing expert legal services that facilitate seamless transactions, ensuring our clients navigate the intricacies of Polish law with confidence.

Mergers and acquisitions involve the consolidation of companies or assets, serving as vital tools for increasing market share, enhancing capabilities, and driving profitability. However, these transactions require meticulous planning and execution to address various legal, financial, and operational considerations. Our dedicated team is here to support you at every stage of the M&A process.

A comprehensive due diligence process is essential for identifying potential risks and liabilities. Our lawyers conduct thorough investigations into financial records, contracts, and compliance issues to provide you with a clear picture of the target company’s standing.

Crafting the right deal structure is crucial for achieving your business objectives. We assist in negotiating terms that align with your strategic goals, whether through asset purchases, stock acquisitions, or mergers.

In Poland, M&A transactions may be subject to various legal regulations, including antitrust laws and sector-specific approvals. Our firm ensures that all regulatory requirements are meticulously adhered to, minimizing the risk of delays or penalties.

Clear and effective contracts are fundamental to successful transactions. We provide expert drafting services for purchase agreements, shareholder agreements, and other necessary documentation, ensuring that your interests are robustly protected.

The success of an M&A transaction often hinges on effective integration. We offer guidance on aligning corporate cultures, managing employee transitions, and optimizing operational efficiencies following the merger or acquisition.

In terms of matters related to M&A transactions, Kopeć & Zaborowski Law Firm offers also:

Complex preparation of the client to the transaction process, including conducting of necessary personal and capital alterations;
Full service on acquisition/selling of shares in companies (share deals), acquisition/selling of assets (asset deals), acquisition/selling of companies and organized company parts;
Complex service on transition of the workplace, before and after the transaction;
Preparation, assessment and negotiations on transaction documents, including NDA, letter of intent (term sheet), agreements and contracts between partners;
Corporate services on transactions, including counselling on internal relations within the companies and the corporate regulations, preparing resolutions of the company’s governing bodies that are part to the transaction (corporate consents);
Due diligence legal audits;
post-transaction counselling.

Our firm has successfully executed numerous high-profile M&A projects, demonstrating our expertise and commitment to excellence. Some of our key projects include:

Comprehensive legal services for a transaction involving the acquisition of a set of assets necessary for the operation of fibre optics, including an examination of the legal status of assets including carrying out a survey of the legal status of assets, negotiation of transaction terms, agreements and transaction-related consulting services with a value of PLN 15 million.
Comprehensive legal services for a transaction involving the acquisition of an organised part of an enterprise in the telecommunications sector including an examination of the legal status of the acquired part of the company.
Negotiation of transaction terms, agreements and transaction-related advice worth PLN 20 million.
Advising a US investor on the acquisition of a plant and components for electric and rail vehicles (in the form of a 100 % stake in a special purpose vehicle), including conducting a study of the company’s legal status, negotiating transaction terms and agreements with an initial value of PLN 9 million.

Strategic Mergers and Acquisitions in Poland: Navigating Complex Transactions Across Sectors

In today’s dynamic business landscape, mergers and acquisitions have become essential strategic tools for companies seeking to expand their market presence, enhance capabilities, or pivot into emerging sectors. Poland, with its resilient economy and strategic position in Central and Eastern Europe, continues to be an attractive destination for both domestic consolidation and cross-border transactions, despite global economic challenges. Whether you’re a private equity investor, a corporate strategic buyer, or a business owner considering an exit, navigating the complexities of M&A transactions in the Polish market requires specialized legal expertise.

The merger and acquisition landscape in Poland has evolved significantly in recent years, adapting to shifts in economic growth, interest rates, and geopolitical tensions. While the number of transactions has experienced periodic slowdowns due to macroeconomic factors and the lingering effects of the pandemic, certain sectors—particularly renewable energy, technology, and healthcare—continue to demonstrate robust activity. For businesses contemplating significant transactional endeavors in this complex environment, having a legal partner who understands both the legal intricacies and business objectives becomes invaluable.

The Current State of Poland’s M&A Market: Trends and Opportunities

The Polish merger and acquisition market continues to demonstrate resilience despite global economic headwinds. While overall transaction volumes have fluctuated in response to changing interest rates and economic growth forecasts, strategic transactions remain a key component of business development strategies across multiple sectors. The Polish capital market has matured considerably, with both domestic and international investors showing sustained interest in well-positioned companies with strong growth potential.

Private equity activity in particular has remained robust, with funds actively seeking opportunities in the Polish market. This is especially evident in sectors undergoing consolidation, where investors can create value through strategic combinations and operational improvements. The renewable energy sector has been particularly active, driven by Poland’s ongoing energy transition and the need to address rising energy costs through sustainable alternatives.

For businesses contemplating participation in this market—whether as buyers, sellers, or targets—understanding the nuanced dynamics of transaction structures in the Polish legal context is essential for maximizing value and minimizing risk.

Key Sectors Driving Merger and Acquisition Activity in Poland

While M&A transactions span virtually all industries in Poland, certain sectors have demonstrated particularly strong activity levels. The renewable energy sector continues to attract significant investment as Poland accelerates its transition away from traditional energy sources. Technology companies remain attractive targets, especially those with innovative solutions in fintech, e-commerce, and digital transformation. Healthcare and life sciences have seen increased consolidation, partly in response to lessons learned during the pandemic.

Financial services, manufacturing, and real estate also continue to generate substantial transaction volume. Each sector presents unique regulatory considerations, market dynamics, and valuation methodologies that must be carefully navigated during the transaction process. Our team provides sector-specific expertise that helps clients understand the distinct challenges and opportunities present in their particular industry context.

The ongoing consolidation within many sectors often creates opportunities for capital groups to strengthen their market position through strategic acquisitions, while also presenting favorable exit conditions for business owners considering monetization.

Types of Transactions in the Polish M&A Landscape

The Polish market accommodates various transaction structures, each with distinct legal implications and strategic considerations. Share deals remain the most common approach, particularly for acquisitions of operating businesses where continuity is important. Asset deals provide an alternative structure that can offer tax advantages and targeted risk allocation in certain circumstances.

Strategic transactions between industry participants continue to drive significant activity, though private equity and other financial investors maintain a strong presence. The IPO market has experienced fluctuations based on capital market conditions, with periods of high activity followed by relative quietude during macroeconomic uncertainty. Joint ventures and strategic partnerships represent another important category, particularly for market entry strategies or specialized initiatives.

Each transaction type requires specific documentation, regulatory considerations, and negotiation approaches. Our team’s extensive experience across these various structures enables us to guide clients toward the optimal approach for their particular situation.

Legal Due Diligence: The Foundation of Successful Acquisitions in Poland

Comprehensive legal due diligence forms the cornerstone of any successful acquisition in Poland. This process involves a systematic examination of the target’s legal position, including corporate structure, material contracts, employment arrangements, intellectual property, regulatory compliance, and potential liabilities. For cross-border transactions, understanding the interplay between Polish legal requirements and international considerations becomes particularly important.

Our approach to due diligence goes beyond mere compliance checking. We analyze findings in their business context, helping clients understand the commercial implications of legal issues and developing practical solutions to address identified risks. This business-oriented perspective proves especially valuable when operating under compressed transaction timelines or in competitive bidding situations.

The insights gained during due diligence directly inform transaction structuring, purchase agreement terms, and post-closing integration planning—creating a foundation for long-term transaction success.

Structuring Mergers and Acquisitions for Optimal Outcomes

Transaction structuring represents a critical decision point that influences taxation, liability allocation, regulatory approvals, and operational continuity. In Poland, these considerations must account for both domestic legal requirements and, in cross-border scenarios, international implications. The optimal structure balances legal, tax, and business considerations to achieve the transaction’s strategic objectives while minimizing risks and costs.

For investors and capital groups pursuing consolidation strategies, careful structuring can facilitate post-transaction integration and create a foundation for further acquisitions. Private equity investors typically require structures that enable efficient entry and eventual exit, while strategic buyers often prioritize operational synergies and business continuity.

Our team works closely with clients and their tax advisors to develop transaction structures that align with both immediate transaction objectives and longer-term business goals in the Polish market.

Navigating Regulatory Requirements for Polish Acquisitions

Mergers and acquisitions in Poland often trigger various regulatory approval requirements, particularly in sectors such as energy, financial services, telecommunications, and healthcare. The Polish competition authority (UOKiK) reviews transactions exceeding certain thresholds for potential market impact. For foreign investors, Poland’s foreign investment screening mechanism may apply to investments in strategic sectors.

Sector-specific regulations can add additional layers of complexity, particularly in highly regulated industries. The timing and conditions of these approvals must be carefully integrated into the transaction timeline and agreement terms. Failure to properly address regulatory requirements can result in significant delays, unexpected conditions, or even transaction prohibition.

Our experience with both Polish regulatory authorities and international regulatory regimes enables us to develop effective strategies for securing necessary approvals while maintaining transaction momentum.

Transaction Documentation in Polish M&A Practice

Effective transaction documentation translates business terms into legally enforceable agreements while addressing and allocating risks appropriately. For Polish transactions, documentation typically includes confidentiality agreements, term sheets or letters of intent, purchase agreements (SPAs or APAs), shareholders’ agreements, and various ancillary documents. These must reflect both Polish legal requirements and international best practices when appropriate.

The negotiation of representations, warranties, indemnities, and conditions requires a balanced approach that protects client interests while remaining commercially realistic. For transactions involving Polish targets or governed by Polish law, understanding local market practices and legal nuances becomes particularly important for setting appropriate expectations and achieving workable solutions.

Our documentation approach emphasizes clarity and practicality, avoiding unnecessarily complex provisions while ensuring that all essential protections are in place.

Cross-Border Transactions Involving Polish Entities

Cross-border transactions involving Polish entities present unique challenges and opportunities. These transactions require careful navigation of multiple legal systems, tax regimes, and business cultures. Understanding how Polish legal requirements interact with other jurisdictions becomes essential for transaction planning and execution.

For international investors entering the Polish market, local knowledge provides critical context for assessing opportunities and risks. Conversely, Polish companies engaging in outbound transactions benefit from advisors who can bridge the gap between domestic practices and international expectations.

The geopolitical situation in Central and Eastern Europe adds another dimension to cross-border transaction planning, particularly for investments in strategic sectors or those with significant supply chain implications. Our team’s international perspective combined with deep local knowledge helps clients navigate these multifaceted considerations.

Post-Merger Integration and Legal Support

The successful completion of a merger or acquisition represents not an endpoint but rather the beginning of the value creation process. Post-merger integration presents numerous legal challenges, from harmonizing corporate governance and policies to addressing employment matters and contract novations. For transactions in Poland, these integration activities must comply with local legal requirements while advancing the transaction’s business objectives.

Our support extends beyond closing to assist with these critical integration activities. We help clients implement governance changes, transfer or obtain necessary permits and licenses, manage employment transitions, and address other legal aspects of business combination. This continued partnership helps ensure that the anticipated benefits of the transaction are actually realized in practice.

For capital groups pursuing build-up strategies in the Polish market, this post-transaction support creates a foundation for future acquisitions and ongoing market presence.

Financing Considerations for Polish M&A Transactions

Obtaining financing for acquisitions in Poland involves navigating both banking relationships and legal documentation requirements. Transaction financing may come from various sources, including traditional bank loans, seller financing, capital market instruments, or private equity. Each financing source brings its own documentation requirements, security arrangements, and closing conditions.

The interplay between financing documentation and purchase agreements requires careful coordination to ensure alignment of conditions and timing. For leveraged transactions, lenders typically impose various conditions and operational restrictions that must be accommodated within the overall transaction structure.

Poland’s banking sector has demonstrated continued willingness to support well-structured acquisition financing, though terms and availability fluctuate with broader macroeconomic conditions. Our experience with both financing and M&A documentation enables us to effectively coordinate these parallel workstreams.

How Our Team Supports Your Merger and Acquisition Strategy in Poland

Our dedicated transaction team brings together specialists in corporate law, competition, employment, intellectual property, and sector-specific regulation to provide comprehensive support throughout the M&A process. We understand that transactions represent not merely legal exercises but strategic business initiatives with significant implications for all stakeholders.

From initial structuring and due diligence through negotiation, documentation, closing, and post-transaction integration, we maintain a business-oriented perspective that focuses on enabling your objectives while managing legal risks. For transactions in Poland, our deep understanding of local market practices and regulatory environment helps avoid surprises and create realistic transaction timelines.

Whether you’re considering your first acquisition in Poland or are an experienced market participant, our team offers the combination of technical expertise, commercial understanding, and practical approach needed to navigate complex transactions in today’s challenging environment.

Any questions?

Joanna Chmielińska

Partner, Attorney at law, Head of Business Law Department

contact@lawyersinpoland.com

+ 48 690 300 257

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Joanna Chmielińska

Partner, Attorney at law, Head of Business Law Department

Maciej Trąbski

Partner, Attorney at law, Head of Commercial & Regulatory Disputes Department

FAQ

What are the main forms of M&A transactions in Poland?

There are several transaction structures available in Poland; the right choice depends on investment goals, liability considerations, and financing:

Share deals – acquisition of shares in a company is the most common method. The buyer takes over control of the company together with all liabilities. This is often faster but requires thorough due diligence.
Asset deals – acquisition of selected assets (real estate, equipment, contracts, IP). Attractive when the buyer prefers not to assume historic liabilities. Requires careful identification of assets and contracts that will transfer.
Mergers – companies combine into one, either via absorption by an existing entity or creating a new entity. Common within groups of companies for restructuring.
Demerger or spin-off – separating business divisions into independent entities to prepare them for sale or focus strategy.
Joint ventures – two parties join forces by creating a new company or sharing ownership in an existing entity. Often used in infrastructure, technology, and large-scale projects.

What is the typical M&A process in Poland?

The M&A process in Poland follows international standards but also contains local specifics:

Initial discussions and NDA – parties sign a confidentiality agreement before exchanging sensitive information.
Letter of Intent (LOI) or Term Sheet – summary of key deal terms, usually non-binding except exclusivity clauses.
Due diligence investigation – thorough review of legal, tax, and financial risks of the target business.
Structuring – decision whether to proceed with a share or asset deal, tax considerations, and financing model.
Drafting agreements – negotiation of Share Purchase Agreement (SPA), Asset Purchase Agreement (APA), or merger plan.
Regulatory approvals – clearance from UOKiK (competition), sometimes from ministries (if in banking, insurance, telecom, energy).
Closing – execution before a notary (in case of Polish shares), transfer of purchase price, registration in National Court Register (KRS).
Post-closing integration – harmonization of management, compliance procedures, IT systems, and HR.
This process usually takes from 3–6 months for smaller deals to 9–12 months for complex acquisitions with regulatory approvals.

What type of due diligence is required in Poland?

Due diligence is key to avoiding hidden risks. In Poland, investors usually conduct a broad review, covering:

Corporate matters – company registers, Articles of Association, shareholder agreements, corporate governance history.
Contractual obligations – commercial contracts, leasing, financing agreements, and change-of-control provisions.
Financial and accounting – review of audited statements, debt, working capital, and valuation reliability.
Tax – compliance with CIT, VAT, transfer pricing, tax arrears, ongoing disputes with authorities.
Legal – ongoing litigation, real estate ownership, intellectual property rights, employment contracts, environmental permits.

Operational – supply chain, licenses, permits, IT systems.
Depending on findings, the buyer may renegotiate the purchase price, demand warranty protections, or even withdraw from the deal.

What are the key regulatory approvals required for M&A in Poland?

Although private transactions require mainly contractual arrangements, some deals must be cleared with authorities:

Antitrust approval (UOKiK): If the combined Polish or global turnover of parties exceeds thresholds, clearance is necessary before closing.
Sector-specific approvals: In banking, insurance, telecom, energy, and defense, regulators must consent before changes in ownership.
Foreign investment screening: If a foreign investor acquires sensitive businesses (critical infrastructure, defense, energy, IT), governmental consent may be required under Polish FDI regulations.

Corporate filings: Any share transfers in companies must be registered in the KRS, and often require notarial deeds in Poland.
Skipping approval can render the transaction void or result in hefty financial penalties.

How is the purchase price typically structured in Poland?

Pricing mechanisms help balance risk between buyer and seller:

Fixed price – straightforward but riskier if major financial changes occur between signing and closing.
Completion accounts – price adjusted after closing, based on actual balance sheet at closing. Widely used in Poland.
Locked-box system – price set at an earlier date; seller guarantees no “value leakage” afterwards. Popular for private equity exits.
Earn-outs – part of the price depends on future performance of the business (e.g., sales targets, EBITDA levels). Often used in startups, IT, and healthcare.

Deferred payments/vendor financing – helps buyers manage financing; sellers retain some risk until payment is complete.
Choosing the right pricing mechanism is a critical negotiation point in Polish M&A transactions.

What are the main risks in M&A transactions in Poland?

Poland has a relatively investor-friendly environment, but risks include:

Hidden liabilities: tax arrears, litigation, or environmental risks discovered after closing.
Change-of-control clauses: contracts (e.g., with suppliers or banks) may require consent to continue after the takeover.
Employment transfers: Polish labor law automatically transfers employees in asset deals, limiting restructuring flexibility.
Regulatory risk: delays with UOKiK or sector regulators can push back expected timelines.
Cultural and integration issues: misalignment between Polish teams and foreign headquarters in post-deal governance.

Currency exposure: deals priced in EUR or USD may create exchange rate risk for Polish entities.
Careful due diligence and warranties/indemnities are standard protections.

How are M&A transactions taxed in Poland?

M&A taxation depends directly on transaction type:

Share deals:
- Seller usually pays 19% capital gains tax on profit.
- Share sales are exempt from VAT but subject to 1% transfer tax (PCC).
Asset deals:
- Transfers may be subject to VAT (usually 23%), unless the whole business is bought as a “going concern” (then no VAT, but PCC applies).
- PCC rates vary: 2% on real estate, 1–2% on other assets.

Withholding tax: Dividend repatriation may trigger WHT (up to 19%), often reduced under EU directives or treaties.
A pre-deal tax assessment is highly recommended to optimize deal structure.

What labor law issues arise during M&A in Poland?

Polish labor law affords strong protection to employees, impacting transactions:

In asset deals, employees transfer automatically to the buyer (“transfer of undertaking”), with full preservation of rights such as seniority and vacation.
Employers must consult with trade unions or employee representatives at least 30 days before transfer.
Any redundancies or restructuring after transfer must follow strict procedures, including notice periods and severance pay.
In practice, employee integration is often one of the most sensitive parts of Polish M&A – neglecting HR compliance may lead to disputes, strikes, or lawsuits.

What trends are shaping the M&A market in Poland?

The Polish M&A market continues to grow, influenced by both domestic factors and global patterns:

Private equity and venture capital firms are increasingly active, especially in technology and real estate.
Sectors with high M&A activity: renewable energy, fintech, e-commerce, logistics, and traditional industries undergoing digital transformation.
Cross-border investments – Poland is attractive due to its EU membership, stable economy, and skilled workforce.
ESG and compliance issues – investors increasingly evaluate companies based on environmental, social, and governance standards.
Technology-driven due diligence – virtual data rooms, AI-assisted reviews, and remote signings accelerate dealmaking

How can a law firm assist in M&A transactions in Poland?

Given the complexity of laws and regulation, professional support is highly beneficial. Law firms can:

Structure the deal – selecting the form (share/asset/merger) that best aligns with tax and business strategy.
Conduct full due diligence to uncover risks and liabilities before signing.
Negotiate and draft contracts – including SPAs, APAs, and shareholder agreements, with warranties and indemnities.
Handle regulatory approvals – preparing filings to UOKiK, financial or energy regulators, and foreign investment bodies.
Ensure tax-efficient structuring – optimizing CIT, VAT, PCC, and WHT aspects.
Support closing and registration – notarial deeds, company changes in KRS, corporate resolutions.
Guide post-deal integration – aligning corporate governance, HR compliance, and internal policies.