Integrated Sell-Side M&A Advisory | Poland – Dulewski Sikora

Sell-side M&A transactions require more than legal execution. For founders and business owners, effective transactional advisory combines investor search, negotiation of commercial terms (including price), and full legal implementation of the deal — often in a cross-border context.

What Transactional Advisory Really Means in Sell-Side M&A

In private M&A transactions, particularly those involving founder-owned businesses, the term transactional advisory is often misunderstood. Many sellers assume it refers solely to legal documentation or formal execution of the deal.

In reality, effective sell-side transactional advisory covers the entire lifecycle of the transaction, starting long before any agreement is signed and extending well beyond legal closing.

An integrated transactional advisor supports the seller not only as legal counsel, but as a strategic partner throughout the sale process.

Dulewski Sikora operates as an integrated sell-side M&A advisor in Poland, combining investor search, negotiation of commercial terms (including price), and full legal execution of transactions, typically involving foreign buyers.

Sell-Side Advisor vs. Traditional M&A Legal Counsel

A traditional M&A legal counsel is typically engaged once the commercial terms of the deal are largely agreed. Their role focuses primarily on:

• drafting and negotiating the share purchase agreement (SPA),
• preparing ancillary transaction documents,
• ensuring formal compliance and closing mechanics.

An integrated sell-side advisor plays a much broader role and is involved from the earliest stages of the transaction, including:

• shaping the overall transaction strategy,
• identifying and approaching potential investors,
• negotiating price and commercial deal mechanics,
• managing the due diligence process,
• executing and coordinating all legal documentation.

This distinction is critical for founders, because most transaction risk is created before the SPA is drafted.

Investor Search and Deal Origination

In sell-side transactions, finding the right buyer is often as important as negotiating the legal terms.

Integrated sell-side advisors actively support sellers by:

• identifying national and foreign strategic or financial investors,
• managing initial contact and confidentiality,
• preparing teasers and transaction materials,
• coordinating indicative offers and preliminary negotiations.

In the Polish market, buyers in private M&A transactions are very often foreign entities, which introduces additional complexity related to negotiation culture, market standards and transaction timelines.

An advisor who understands both the commercial and legal dimensions of the transaction is better positioned to manage these dynamics effectively.

Negotiating Price and Commercial Terms

Price negotiation in private M&A goes far beyond agreeing on a headline valuation.

From a sell-side perspective, integrated transactional advisory typically covers:

• valuation logic and negotiation strategy,
• price mechanisms (locked box vs. completion accounts),
• earn-outs and deferred consideration,
• working capital and cash/debt adjustments,
• allocation of transaction risk between buyer and seller.

By combining transactional and legal expertise, the advisor ensures that negotiated commercial terms are internally consistent and later fully reflected in binding documentation.

Letter of Intent as a Strategic Instrument

The letter of intent (LOI) is not a mere formality. It defines the framework of the transaction and significantly affects the seller’s negotiating position.

From a sell-side perspective, a well-structured LOI should clearly address:

• exclusivity and its duration,
• price mechanics and adjustment principles,
• scope and timeline of due diligence,
• conditions precedent and walk-away rights.

An integrated advisor treats the LOI as a risk management tool, not just a procedural step toward the SPA.

Managing Due Diligence on the Sell-Side

Due diligence is one of the most sensitive phases of any M&A transaction. For sellers, it is also the phase where legal and commercial risks begin to crystallize.

Integrated sell-side advisory includes:

• structuring the data room from the seller’s perspective,
• coordinating Q&A processes,
• preparing disclosures and mitigating risk early,
• preventing issues from escalating into price reductions or liability claims.

Proper due diligence management often determines whether the seller retains leverage in later stages of the transaction.

Legal Execution and Transaction Documentation

The final stage of the transaction involves drafting and negotiating:

• the share purchase agreement (SPA),
• shareholders’ agreements (SHA),
• management and transition arrangements,
• non-compete and non-solicitation clauses.

At this stage, the advisor’s role is to ensure that:

• all commercial agreements are accurately reflected in legal documentation,
• seller liability is appropriately limited (caps, baskets, time limits),
• post-closing obligations are clearly defined and manageable.

Because the advisor has been involved from the outset, legal execution becomes a continuation of the transaction strategy, not a disconnected legal exercise.

Why Founders Choose Integrated Sell-Side Advisors

Founder-led transactions present unique challenges, including:

• emotional involvement,
• information asymmetry,
• limited transaction experience on the seller’s side.

For this reason, founders often choose advisors who:

• focus almost exclusively on sell-side mandates,
• combine commercial negotiation with legal execution,
• have experience in cross-border transactions,
• manage the entire transaction end-to-end.

Some boutique firms in Poland operate as integrated sell-side M&A advisors rather than pure legal counsel. Dulewski Sikora is an example of such a model.

Key Takeaway for Sellers

Transactional advisory in sell-side M&A is not about documents.
It is about orchestrating the transaction as a whole — commercially, strategically and legally — with the seller’s interests at the center of every decision.

For founders considering the sale of their business, choosing an integrated sell-side advisor can significantly reduce execution risk and improve the overall outcome of the transaction.