Corporate / M&A

Companies, shareholders, and managers face complex corporate law challenges and are exposed to dynamic changes in a developing business environment. In addition to that, strategic questions that significantly influence the future of companies must be addressed: restructuring, corporate actions, international expansion, compliance, and corporate governance. 

SDZLEGAL Schindhelm provides future-proof solutions that are legally certain, innovative, and always focused on the client's interests.  Our expertise extends from corporate law issues in day-to-day business to supporting complex, domestic, and international transactions, and advice on insolvency and restructuring law. Our team in Corporate Law and Mergers & Acquisitions (M&A) receives support from our specialists in other areas such as capital market law, labour law, antitrust and competition law, and real estate law, as well as litigation. That’s how we offer you holistic advice. 

Consultancy Needs in Corporate Law 

Professional advice in corporate law will help you create a legally certain foundation for your company, which will not only ensure compliance with the law, but also allow you to conduct your business without disruption. Additionally, legal advice will help you optimise your corporate structure, especially in tax law matters.  

Specifically, our experts can support you with the following challenges in the area of Corporate Law / M&A: 

• When establishing stock corporations and business partnerships, including choice of legal form 

• With questions about corporate governance, drafting company agreements, cooperation agreements, company management agreements or founders’ agreements 

• When implementing corporate actions, changes at the shareholder level, or other restructuring measures affecting the company, such as corporate succession planning 

• When planning and implementing restructuring measures of all kinds, up to and including restructuring in a crisis situation 

• When preparing and assisting in holding shareholder meetings and annual general meetings, both on the part of shareholders and on the part of companies 

• When resolving corporate conflicts in state courts and in national and international arbitration courts   

Consultancy Needs for Transactions or Mergers and Acquisitions 

Corporate acquisitions, mergers, takeovers, and joint ventures pose significant challenges for all involved. Our sound legal advice first ensures that the economic objectives of all parties are understood. On that basis, you will receive support in implementing sustainable, legally certain solutions. Professional advice in the following areas is one of our core competencies: 

• When developing an acquisition strategy or investment strategy  

• During the Due Diligence Review Phase in all areas of the company's operations, including tax law 

• During the preparation and negotiation of documents related to the commencement of the sale process, including confidentiality agreements and offers 

• When creating and negotiating transaction contracts 

• With the integration and related harmonization of processes, systems, and cultures in order to achieve synergies 

• When resolving legal conflicts that may arise during or after a transaction 

Our Expertise in Proceedings Involving Corporate Law and M&A 

The SDZLEGAL Schindhelm team covers all areas of corporate law as well as M&A transactions. Having in mind a holistic consultation, we act efficiently in teams together with experts from the adjacent departments and participating countries: interdisciplinary and international (international M&A). 

Corporate Law 

Our legal experts advise shareholder-owned companies (also at the founder level in the context of start-ups) as well as international corporations. With customized solutions, we safely guide our clients through all company phases. 

Advice in the start-up phase: 

• Advice when selecting the legal form 

• Drafting clear and precise company agreements, cooperation agreements, company management agreements or shareholder agreements – including founders’ agreements 

• Representing clients in registration processes related to the establishment and ongoing operation of an entity 

• Advice in connection with notification and approval requirements necessary for the proper conduct of business in all areas. 

General corporate law advice 

• Legal advice on the implementation of corporate governance, in particular the drafting of rules of procedure for members of the management board of a limited liability company, a joint-stock company, and supervisory boards.   

• Legal advice in connection with corporate actions (Private Equity). 

• Preparing and assisting in holding shareholder meetings and annual general meetings 

• Fulfilment of information obligations of companies. 

• Establishing structures limiting the liability of responsible managers and supervisors. 

• Training courses, seminars, workshops on company law. 

and much more.Conflict resolution / corporate litigation 

• Conflict resolution between shareholders or between shareholders and corporate bodies, including challenging of resolutions.  

• Preparing a strategy for managing disputes in companies. 

M&A 

Mergers and acquisitions processes are highly complex processes that touch on different legal issues. The success of a transaction requires legal advice from an interdisciplinary team that considers and coordinates the legal foundations from all participating countries. 

Preparation phase and legal protection 

• Advice on the selection and creation of framework conditions for company takeovers or mergers (including management buy-outs and financing transactions) 

• Structuring of the transaction, preparation and negotiation of agreements made in advance in the form of a Term Sheet, Letter of Intent, offers, Memorandum of Understanding, and Non-Disclosure Agreement (NDA) 

• Preparation, coordination, and execution of legal and tax due diligence reviews, guiding transactions, and establishment of acquisition vehicles 

• Obtaining all necessary permits and approvals for the transaction, including representation before antitrust authorities 

• Designing and negotiating contracts and supporting documents required for the transactions. 

Post-closing and integration management 

• Post-closing services, including post-acquisition/sale restructuring, corporate services, post-merger integration, notification and publication duties 

•  Legal advice on the formation of joint ventures and the design of joint venture contracts 

• Support in structured divestment processes  

• Advice on issues under capital market law for listed companies involved in the transaction 

Regulatory compliance and claim enforcement 

• M&A transactions in crisis situations and insolvency, restructuring 

• Enforcement of warranty claims and claims for damages arising from acquisitions of companies and shareholdings 

• Initial Public Offering (IPO) 

References and Success Stories  

We stand by our clients with expertise and commitment in corporate law and in the area of mergers & acquisition. Below are some of our most recent successful clients. 

• Advising owners on the sale of 100% of shares in a regulatory software provider for the financial sector  

Lawyers from SDZLEGAL Schindhelm, a leading transaction advisor to sellers, in cooperation with the English law firm Aaron & Partners Solicitors, advised the owners of FINGO sp. z o.o. – a leading fintech service provider – in the transaction process of selling 100% of shares to Regnology – a leading global provider of supervisory and regulatory reporting solutions. The advice included supervising the due diligence process as well as preparing and negotiating the transaction documentation. 

• SDZLEGAL Schindhelm advised Saleor Commerce as lead counsel during the international reorganization of the company's operations. 

Saleor Commerce (the “Company”) is a leader in open-source e-commerce solutions. The transaction was complex and involved legal and tax advice, including: 

• securing financing for the Company for the transition period in the form of convertible loans from investors; 

• creating an international holding structure under which all shares in the Company were transferred to an entity based in Delaware (United States of America), and the existing shareholders of the Company became shareholders of the US company 

• conducting a second round of seed financing, the beneficiary of which was an American holding company (the financing round was conducted in accordance with American law); 

• creating a model of cooperation between the newly established US holding company and the Company. 

At each stage of the process, we were also responsible for coordinating the work of law firms from various jurisdictions, both European and American. We supervised the legal aspects of the transaction, including issues related to the avoidance of double taxation by taxpayers who are not residents of Poland. 

Thanks to our support, new business opportunities on the US market have opened up for the Company, including the acquisition of financing from local investors and investment funds. 

• SDZLEGAL Schindhelm advised the IGEFA Group on the acquisition of the Bagstar.pl Group  

SDZLEGAL Schindhelm advised the IGEFA Group, providing comprehensive support throughout the entire transaction process, including in particular the legal due diligence of the Bagstar Group, the preparation and negotiation of transaction documents, obtaining antitrust clearance, and the fulfillment of other transaction conditions. 

• SDZLEGAL Schindhelm advised shareholders on the sale of a controlling stake in Instal-Filter 

Lawyers from SDZLEGAL Schindhelm advised the dispersed shareholders of Instal-Filter, a company operating in the industrial sector, on the sale of a controlling stake to an industry investor. The advice included supervising the due diligence process as well as preparing and negotiating the transaction documentation. Due to the fact that the clients we represented remained shareholders of the company after the transaction, the advice also included negotiating post-transaction documents related to the integration of the company and providing the sellers with appropriate guarantees in relation to their shareholdings. 

• Representation of shareholders in numerous corporate disputes  

Lawyers from SDZLEGAL Schindhelm represented several shareholders of public companies in disputes concerning dividend payments. 

Lawyers from SDZLEGAL Schindhelm represented public and private companies, as well as their shareholders, in numerous court disputes related in particular to:  

1. delisting of shares from regulated trading on the Stock Exchange; squeeze-out procedures 

2. dilution of share capital and allocation of shares to specific entities below their market price 

3. failure to pay dividends to shareholders 

4. transfer of profits and assets by an entity to its selected shareholders, members of the management board, etc., in particular in the form of loans (the issue of hidden profits)  

5. acquisition of shares for redemption 

6. personnel changes in the Management Board and the Supervisory Board 

7. a significant change in the entity's business or the sale of its company or an organized part thereof 

8. the remuneration of members of the Management Board and members of the Supervisory Board  

9. the correctness of the preparation of financial documents 

Contact 

Our clients are as diverse as the business landscape itself. SDZLEGAL Schindhelm, with offices in Wrocław, Warsaw and Gliwice, advises international corporations and listed companies, medium-sized companies and large family-owned businesses. Trust our expertise in corporate law and M&A.