Responsible Partner
Michał Zwyrtek
Partner
Combines a financial, advisory and digital perspective in strategic and implementation projects.
Full profileTransactions
M&A transactions and corporate reorganisations.
We support business owners, investors and management boards in business sales and acquisitions, mergers, takeovers and reorganisations of legal, ownership and operating structures. We manage projects from analysing the available options and designing the structure, through due diligence, valuation, negotiations and documentation, to closing, implementation and post-deal integration.
We combine transaction, legal, tax, financial, accounting and operational advisory. Our analysis covers not only price and transaction documents, but also financing, ownership structure, taxation, employees, contracts, processes and the organisation’s future operating model.
The team's experience covers more than 100 transactional and ownership projects delivered since 2003.
What we do
Scope of work.
Buy side
We support strategic investors, funds and company owners in identifying acquisition targets, assessing deal attractiveness, due diligence, acquisition structure and negotiations. We help assess not only price but also risk, synergies and the real capacity to integrate the target business.
Sell side
We prepare company owners for the sale process: from organising data, structure and risk, through vendor due diligence, to running the process with investors. The goal is to increase the company's credibility, reduce negotiation risk and improve the quality of the owner's decision.
Preparing a company for sale
We help owners get the company in order before the sale process: documentation, results, tax and legal risk, reporting, ownership structure and the investment narrative. This makes the process more predictable and better controlled.
Due diligence
We run or coordinate legal, tax, financial and operational due diligence. We analyse not only historical data, but also the areas that affect price, security mechanisms, the seller's liability and post-transaction risk.
Valuation and financial modelling
We prepare business and share valuations and financial models for negotiations, financing and ownership decisions, showing which assumptions drive value and how it changes across scenarios.
Transaction structuring
We help choose the transaction structure taking into account tax, law, financing, the liability of the parties, the flow of funds and the planned operating model after closing. In ownership transactions we also factor in succession, the Polish family foundation and wealth management after the sale.
Transaction documentation
We support the preparation and negotiation of transaction documentation, including the SPA, SHA, term sheet, letters of intent, representations and warranties, price mechanisms, earn-outs, escrow and clauses protecting the parties.
Signing, closing and price settlement
We coordinate signing and closing: conditions precedent, consents, financing, funds flows, escrow and price mechanisms such as locked box, completion accounts and earn-outs.
Post-acquisition integration
We help plan the first 100 days after closing: integrating processes, reporting, teams, systems, finance, corporate governance and communication. Well-designed integration often determines whether the transaction actually creates value.
The owner's perspective
Selling a company is more than a transaction.
For a business owner, selling the company is often one of the most important professional and financial decisions of their life. It involves far more than negotiating the price: preparing the company, choosing the right investor, tax consequences, protecting the family, planning wealth after the transaction and the owner's role after closing.
That is why in M&A projects we combine the transactional, tax, legal, financial and ownership perspectives. For private and family businesses we also take into account succession, the family foundation and family office.
Two perspectives
Buy-side and sell-side — two different perspectives.
Buy-side
On the buyer's side, the key is to understand what is really being acquired: results, risks, people, processes, clients, technology, contracts and integration potential. We help assess the target, run due diligence, design the structure and protect the buyer's interest in the documentation.
Sell-side
On the seller's side, what matters most is preparing the company for the process, organising the data, controlling communication with investors and limiting the risks that could lower the price or prolong negotiations. We help owners go through the sale process in an organised and informed way.
Risks
The most common risks in M&A transactions.
Disorganised financial and management data
Gaps in reporting, bookkeeping quality and management data usually surface in due diligence and undermine the company's credibility.
Tax risks revealed only in due diligence
Unsettled CIT, VAT, transfer pricing or WHT issues directly affect the price and the scope of the seller's representations.
No clear ownership structure
Dispersed shareholding, disorganised shareholder relations and missing governance complicate negotiations and extend the process.
Preparing the company for sale too late
Putting the company in order only after an investor enters the process limits room for manoeuvre and weakens the negotiating position.
Imprecise price mechanisms and earn-out
Poorly drafted price clauses, working capital, escrow and earn-out provisions generate disputes after the transaction has closed.
Underestimating post-transaction integration
The lack of a realistic 100-day plan and process integration is one of the most common reasons the expected value is never achieved.
No plan for the owner after the sale
Without an earlier wealth, tax and family plan, the decision to sell can be harder than running the process itself.
An investor mismatched with strategy and organisational culture
Choosing an investor on price alone, without considering strategy, culture and the working model, often translates into problems after closing.
In transaction projects we combine the M&A practice with tax advisory, legal advisory and business advisory for companies. Where needed, we add an organisational diagnosis on the buyer's or seller's side.
Reorganisations
Corporate and group reorganisations.
A reorganisation should follow a genuine business objective: simplifying the structure, preparing for a sale or an incoming investor, succession, separating businesses, consolidation or a new management model. The legal form is a means, not an end.
Every reorganisation requires the legal, tax, accounting, employment and operational consequences to be coordinated. We manage it from the analysis of options, through documentation and registration, to implementation in accounting, contracts, systems and processes.
Mergers
- merger by acquisition
- merger by formation of a new company
- merger plan
- corporate documentation
- resolutions and registration
- impact on contracts, employees, financing and operations
- post-merger integration
Demergers and spin-offs
- demergers of companies
- demerger by separation (spin-off)
- hive-down to a new subsidiary, where applicable
- carve-outs
- separating a business, assets or a business line
- allocation of contracts, liabilities, employees, permits and processes
- assessing whether the assets form an enterprise or an organised part of an enterprise (ZCP)
Whether assets qualify as an organised part of an enterprise (ZCP) always depends on the facts; we never assume it in advance.
Conversions
- change of legal form
- conversion of sole proprietorships
- conversion of partnerships and companies
- continuity of operations, contracts and financing
- consequences for the owners
- documentation and registration
- preparing the organisation to operate after the conversion
Contributions in kind and asset transfers
- contribution of an enterprise
- contribution of an organised part of an enterprise
- contribution of shares, real estate or other assets
- sale or transfer of assets
- transfer of functions and activities between entities
- legal, tax, accounting and contractual consequences
Ownership changes
- sale of shares
- share capital increase or reduction
- redemption of shares
- investor entry
- share exchange
- joint ventures
- tidying up the ownership structure
- shareholders' agreements
- ownership succession
Group reorganisations
- simplifying the group structure
- merging or liquidating redundant entities
- changing the holding model
- centralising functions
- shared service centres
- restructuring financing
- transferring assets, functions and risks
- transfer pricing
- cross-border reorganisations
- business substance
- place of effective management
No single holding model suits every group. We design the structure around the organisation's objective, scale and way of operating.
Options analysis
Business objective first, legal form second.
Before any formal process begins, we compare the available options. We analyse:
- the owners' or investor's objective
- the current structure
- alternative options
- legal consequences
- tax effects
- accounting effects
- financing
- employees
- contracts
- permits
- timing
- implementation risks
We do not assume tax neutrality in advance. Neutral or preferential treatment can only be identified once every condition of the specific transaction or reorganisation has been confirmed, including its business rationale.
A 360° approach
One transaction, multiple consequences.
A transaction or reorganisation may affect all of the following at once:
- corporate law
- tax
- accounting
- financing
- transfer pricing
- contracts
- employment
- permits
- data
- systems
- operational processes
- relationships with banks and counterparties
That is why we run each project as one team: transaction advisers, lawyers, tax advisers, finance specialists, accountants and process experts work to a shared timetable and a single risk register.
We take responsibility for the whole journey: from analysis and choice of structure, through documentation and negotiations, to closing or the reorganisation date, implementation in accounting, HR, contracts and systems, and integration afterwards.
Outcomes
What the client gains.
- a structure aligned with the business objective
- identified risks
- coordinated legal, tax, financial and accounting work
- a clear timetable
- a clear allocation of responsibilities
- better preparation for negotiations and decisions
- sound documentation
- support at closing or on the reorganisation date
- a smoother transition to the target operating model
- support with post-deal integration
We do not guarantee the price, the duration of proceedings, tax neutrality or the outcome of negotiations. We help you make decisions on the basis of complete information.
Who we work with
Who we work with.
We handle domestic and cross-border transactions and reorganisations — from a few to several hundred million złoty in value. We tailor the scope of advisory to the scale of the project, the type of investor and the ownership situation.
Exiting owners
Sale of the company, succession, preparing for the process.
Strategic investors
Acquisitions that complement the portfolio, product or geographic expansion.
PE/VC funds
Portfolio add-ons, platform transactions, exits.
Family businesses
We support owners of family businesses considering a sale, a partial exit, succession, an investor coming in, or tidying up the capital structure before a generational change.
Management boards
Preparing decisions, timetables and documentation for a transaction or reorganisation, and overseeing implementation.
Family offices
Direct investments, holding structures and organising family wealth.
Polish and international groups
Consolidation, simplifying structures, carve-outs, centralising functions and cross-border reorganisations.
Business acquirers
Acquisitions, due diligence, financing and integration of the acquired business.
Businesses restructuring their set-up
Mergers, demergers, conversions and contributions in kind aligned with the business objective.
Succession and international expansion
Ownership succession, investor entry, joint ventures and structures for international expansion.
Founders and entrepreneurs
We advise founders and entrepreneurs who have built a company over many years and need to organise the sale process, negotiations, transaction structure and the wealth consequences after exit.
Partner responsible for this practice
Responsible Partner
Marcin Frank
Partner
Co-founder of Zwyrtek Group. Specialises in M&A transactions, succession, family foundations and advisory for private and family businesses.
Full profile
Insights
Related analyses and publications.
M&A
Three years of the family foundation in Poland. What do we already know about succession, taxes and practice?
The family foundation has become one of the most important tools for succession and asset protection in Poland. After its first years in operation, both its potential and practical challenges are becoming clear.
7 min read
M&A
New Anti-Bullying Rules in Poland from November 2026: What Employers Need to Implement Now
From 5 November 2026, a formal policy in a drawer is no longer enough. A new definition of workplace bullying, a lower burden of proof, minimum compensation and a duty of systematic prevention — what employers, HR and compliance teams need to implement in Poland.
8 min read
M&A
A business ready for succession. Michał Zwyrtek on AI, digital transformation and generational change
Michał Zwyrtek explains how AI, digital transformation and organisational readiness can support succession in a family-owned business.
8 min read
Process
How does the cooperation work?
- 01
Objective and diagnosis
Establishing the business, ownership and operational objective.
- 02
Options analysis
Comparing models and their legal, tax, financial, accounting and employment consequences.
- 03
Structure and timetable
Choosing the solution, the sequence of steps, conditions and responsibilities.
- 04
Due diligence or preparatory review
Scope depending on the type of transaction or reorganisation.
- 05
Documentation and negotiations
Agreements, reorganisation plans, resolutions, consents, security and implementing documents.
- 06
Signing, closing or reorganisation date
Coordinating interdependent steps.
- 07
Integration and implementation
Translating the change into accounting, tax, employment, contracts, systems and processes, including a first-100-days plan.
When
When is it worth talking to us?
- you are considering the sale of your company or a shareholder's exit,
- you are planning a bolt-on acquisition or an investor coming in,
- a portfolio company is preparing for exit,
- you need vendor due diligence before launching the process,
- the transaction requires debt or mezzanine financing,
- after an acquisition you want to organise integration, structures and reporting,
- you want to prepare the company for sale well in advance, before starting talks with an investor,
- the sale of the company is to be linked to succession, the Polish family foundation, or wealth management after exit,
- you are planning a merger, demerger, conversion or contribution in kind,
- you want to simplify your group structure or carve out part of the business.
FAQ
Frequently asked questions.
Ideally 12 to 24 months in advance: organise financial data and documentation, identify tax and legal risks, simplify the ownership structure and build the investment case. Vendor due diligence often helps. The scope of work depends on the company's condition and what potential investors expect.
In a share deal the buyer acquires shares and takes over the company with its history, liabilities and contracts; in an asset deal it buys selected assets, or an enterprise or an organised part of one. The two differ in tax consequences, liability and how contracts, permits and employees transfer. The choice depends on the parties' objectives and the due diligence findings.
Due diligence is a legal, tax, financial and operational review of a company or business before a transaction. It results in a report setting out the risks and their impact on price, structure and contract terms. We tailor the scope to the type of deal, the sector and the risks identified at the outset.
A merger combines two or more companies into one, a demerger divides a company's assets between entities, and a conversion changes the legal form without changing the business itself. Each follows a different corporate procedure and has different tax, accounting, contractual and employment effects. The right choice depends on the objective and the current structure.
By starting with the business objective rather than the legal form. We compare options in terms of legal, tax and accounting effects, financing, employees, contracts, permits and timing. The recommendation always follows an analysis of the specific situation.
It can, but only if every statutory condition for the specific operation is met. Relevant factors include the subject of the transaction, tax values, the business rationale and anti-avoidance rules. We never assume neutrality in advance; we confirm it through analysis and, where appropriate, recommend obtaining a tax ruling.
It is essential: without genuine economic reasons, an operation may lose preferential tax treatment. The rationale should reflect the organisation's real needs and be documented before the process starts. The assessment always depends on the facts of the case.
When they are organisationally, financially and functionally separate and could carry out business activities on their own. Qualification depends on the facts, such as structure, allocated contracts, employees, liabilities and records, and has significant tax consequences. That is why we analyse it rather than assume it.
It depends on the operation: mergers and demergers generally involve universal succession, but many contracts and permits contain change-of-control clauses or require the consent of the counterparty or authority. Before a reorganisation we review key contracts, financing and permits. The findings shape the timetable and the choice of option.
In a share sale the employer does not change, whereas on a transfer of undertaking employees automatically become employees of the new employer. This triggers information and consultation obligations. The details depend on the model chosen, and we support them through our employment law for employers service.
Related services
Related services.
Planning a transaction or structural change?
Tell us about your business objective, current structure and planned change. We will help compare the available options and manage the process from preparation and negotiations to closing, reorganisation and implementation.