Sale and purchase of company shares

Are you an investor who wants to buy or join a company or an owner who wants to sell company shares or a business advisor who needs the support of transaction lawyers?

We have assisted our Clients with several dozen transactions of sale and purchase of shares, both in operating companies and special purpose vehicles to which a real property or other assets were contributed. Those transactions included, for example, the sale of shares in a company manufacturing PE film packaging, the acquisition by a strategic foreign investor of a leading Polish company specialising in balancing technology, and many other transactions, also with the participation of investment funds or SPVs and those carried out within capital groups. We know challenges and specifics of the process of negotiations with both Polish and foreign entities.

provide advice on legal due diligence of the company and identify both risks and benefits related to the subject of a given transaction
set out or verify complex transaction structures, draft preliminary or conditional share transfer agreements, transaction terms, drag along rights, rights of option, etc.
take care of the "human side" of the transaction, including the preparation or negotiation of the management package for key employees of the company
have experience in drafting and negotiating documents in the whole transaction processes, starting from letters of intent, through preliminary agreements, documents concerning the fulfilment of transaction conditions, and final sales agreements
provide advice on the shaping of principles of liability of shareholders and board members in share purchase transactions, and their liability for making false or incomplete representations and warranties following the transaction
help to secure the sale price or payment of price for shares through specific control mechanisms