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PRACTICE AREAS

Buy right. Integrate clean. Move on. M&A and Investments

Acquiring or investing in a Polish company looks simpler than it is. Polish corporate law, employment law, regulatory structure, and deal mechanics operate differently from what US buyers and investors expect.

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COMMON ISSUES

what catches buyers off guard in Polish M&A

Polish deals have a different risk profile than US transactions and most US buyers find out mid-process.

Your due diligence isn't translating findings into deal decision A standard legal due diligence report lists what's wrong. What US buyers actually need is a clear answer to: does this risk change the price, require a structural protection, or make the deal not worth doing? Most Polish due diligence doesn't give them that.
We run due diligence as a decision support process — not a compliance checklist. Every material finding is assessed for deal impact: does it go into the SPA as a representation, an indemnity, an escrow, a price adjustment, or a walk-away condition?
Polish employment and regulatory exposure isn't visible until after closing Polish B2B reclassification risk, working time liability, equity compensation issues, and sector-specific regulatory approvals are among the most common post-closing surprises for US buyers. They're detectable pre-closing, but only if the due diligence specifically looks for them.
We build employment and regulatory exposure assessment into every transaction, reviewing B2B arrangements against the 2026 PIP reform, working time compliance, equity program documentation, and any sector-specific approval requirements the target must satisfy.
Post-closing integration stalls because nobody planned it US buyers routinely close a Polish acquisition without a post-closing integration plan. The SPA is signed, the consideration is paid and then nobody has a clear picture of what changes in the Polish entity, in what sequence, and under whose authority.
We build the post-closing integration plan before closing: governance changes, employment transitions, contract assignments, regulatory notifications, KRS filings, so that the integration starts on day one with a documented workplan rather than an improvised list of to-dos.

Partner

  • Reliable
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Natalia Kaca

Law was always the field I wanted to build a career in. Today I work with founders on corporate law, contracts, and the day to day legal work that keeps a company running. What matters most to me is paying attention, taking ownership, and giving clients real, usable input on business decisions. On the clock, I watch the fine print. Off the clock, it's fitness, quiet, and making sure the dog gets a proper walk.

W pracy pilnuję paragrafów, po pracy formy, spokoju i tego, żeby pies miał wystarczająco długi spacer

Partner

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WHO THIS IS FOR

built for funds and companies acquiring or investing in Polish businesses

We work best with PE funds, corporate acquirers, family offices, and strategic investors who are evaluating, structuring, or closing a Polish transaction  and need Polish law counsel that understands US deal mechanics, speaks the same language as their US advisors, and can move at deal pace.

You're a US PE fund evaluating a Polish platform or bolt-on

You need Polish law due diligence that translates into deal mechanics, not a risk report that your IC can't act on.

  • Partner
  • Principal
  • GC

You're a US strategic buyer acquiring a Polish company for market access or talent

You need a clean legal read on the target and a transaction structure that works for a cross-border deal with a Polish entity.

  • CEO
  • CFO
  • GC

You're a US founder or operator selling your Polish entity

You need your Polish company to be clean for a buyer's due diligence and your deal terms structured to protect your interests through closing and post-closing.

  • CEO
  • Founder
  • CFO

You're a US fund that has closed a Polish acquisition and needs to integrate

The deal is done but the Polish entity still runs on the old structure. You need a post-closing integration plan executed quickly.

  • Partner
  • Operating Partner
  • GC

OUTCOMES

what you can expect

Polish transactions done correctly aren’t just legally clean – they close faster, integrate smoother, and generate fewer post-closing surprises. Here’s what that looks like in practice.

Diligence

Every finding becomes a deal mechanic - price, reps, indemnity, escrow, or a walk-away condition.

Structure

Share purchase, asset deal, or holding structure — the right transaction architecture for the deal, designed for Polish law and cross-border execution.

Employment Risk

B2B reclassification, working-time liability, and equity gaps surfaced before closing, while they can still affect price.

Integration

Governance, employment, contracts, and KRS filings planned before closing and executed on schedule.

Continuity

One Polish team from target assessment to integration, who knows the deal, the risks, and the SPA.

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HOW WE WORK TOGETHER

from first look to integrated business

Polish acquisitions and investments follow a predictable arc – assessment, diligence, execution, and integration. Below is the typical shape, with the services that appear at each stage.

Assess

We review the target's legal position and identify the issues that matter for your decision.

  • Pre-Sale Legal Preparation
  • Red Flag Review

Analyze

We run deep legal due diligence and translate findings into deal mechanics.

  • Acquisition Due Diligence
  • Pre-Sale Legal Preparation

Execute

We structure the deal, draft and negotiate the SPA, and manage the closing.

  • Acquisition Counsel

Integrate

We run the post-closing legal integration - governance, employment, contracts, and structure.

  • Post-Acquisition Integration
  • Acquisition Counsel
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BLOG

knowledge base

Practical reads on Polish and EU law, written for the people actually running the business – not studying it.

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YOU OFTEN ASK

FAQ

Most questions come down to two things – what applies, and who’s personally liable. Here are the answers we give most often.

Key areas: corporate governance documentation and gap analysis; employment model (B2B reclassification risk is particularly material after the 2026 PIP reform); any sector-specific regulatory approvals; IP ownership and assignment quality; material contract assignment and change-of-control provisions; and post-closing integration requirements. Polish deals also have specific KRS registration requirements and notarial formalities for share transfers that add timeline and process considerations not present in US transactions.

Share purchase (nabycie udziałów) is more common for full business acquisitions — it transfers the entity with all its contracts, licenses, employees, and history. Asset deals are used when the buyer wants to acquire specific assets without inheriting the target’s liabilities, or when the regulatory or operational context makes a clean asset carve-out preferable. The tax and stamp duty implications differ significantly, and Polish notarial requirements apply to both. We recommend based on the specific deal objectives and risk profile.

Polish merger control (UOKiK) applies at certain revenue thresholds. Sector-specific approvals apply in regulated industries — financial services, media, defense, energy, and others. Foreign investment screening under the Polish Act on Monitoring of Investments may apply to non-EU acquirers in certain sectors. For US buyers specifically, the non-EU status can trigger additional review requirements. We assess the applicable approval requirements as part of the transaction structure analysis.

Polish law doesn’t have a separate rep and warranty insurance market as developed as the US, but it’s growing. SPA representations and warranties are governed by Polish Civil Code, which has specific rules on seller liability, knowledge qualifiers, and remedy periods that differ from US deal conventions. We draft SPA provisions that achieve US-standard protections within the Polish law framework — including indemnification, basket and cap structures, and limitations periods that survive the Polish Civil Code defaults.

Under Polish Labor Code, a transfer of a business or part of a business automatically transfers the employment relationships to the new employer (Article 23¹ — equivalent to the EU Transfer of Undertakings Directive). Employees must be informed before the transfer. Employment terms are protected for one year post-transfer. The transfer obligation also applies to B2B contractors who might be reclassified as employees — meaning acquired contractors can become a post-closing employment liability if they weren’t reviewed pre-closing.