One of the biggest risks involved in business acquisition is that the company is not operating in a lawful manner. Lack of mandatory permits or licences or failure to fulfil contractual obligations may result in imposing high fines on the company and even suspending its operations. Defining the scope of the seller’s liability for company condition in sales contract may – to a certain extent – protect you against such risks. If the seller’s assurances thereof prove to be false, they should be held liable.
So much for the theory. In practice, proving the falseness of representations is not easy and it may turn out that a possible dispute will have to be submitted for settlement to a court. This means it may drag on for several years and no one will guarantee that even after it is finally and firmly resolved you will obtain a favourable judgement. Therefore, in addition to defining the scope of the seller’s liability for company condition in the contract, it is advisable to evaluate target company or its assets before acquisition. If you decide to use our services, we will be your partner to make sure the company acquisition transaction is not only safe but also in our best interests.
For many years we have been working with company owners who either plan to buy business or are in the process of buying it. Most of them pay careful attention to target company evaluation prior to signing a contract. Hence, we provide support throughout the entire due diligence procedure.
Potential risks on the part of the buyer might adversely affect the company selling price. If we conduct due diligence investigation and identify such risks, you will be able to use them to your advantage in order to lower the price.
The results of due diligence investigation may be used to increase the seller’s liability for the company. For example: identifying irregularities in the payment of social security contributions may result in extending the period of liability of the seller for defects found in the course of possible inspections by the Social Insurance Institution (ZUS).
With due diligence report, you will be able to, as the company new owner, remove irregularities found during due diligence procedure. We will advise you on how to safely perform this type of investigation.
‘We are always personally involved in each due diligence we conduct. Such an investigation is too serious and unconventional issue to be entrusted to someone less competent. Your request is always a priority to us, and for that reason we will devote to it the maximum of our attention and commitment.’
Attorney Tomasz Dulewski is a legal advisor (radca prawny) and founder of the law firm. Prior to its opening, for almost a decade he was working for the largest law firms in Poland, including Wierzbowski Eversheds. He specializes in mergers and acquisitions and copyright law.
Attorney Jakub Sikora is a legal advisor (radca prawny). Before opening Dulewski Sikora, he was working for many years for international law offices operating in Poland, including Dentons, the world’s largest law firm, as a senior associate.
"Dulewski Sikora Law Firm assisted me in the transaction involving the acquisition of the shares from the foreign entity. I was very impressed with the professional manner, in which the whole process was conducted, as well as with the detailed knowledge of the domestic and foreign regulations applicable in my case. Dulewski and Sikora attorneys represented my best interests with passion and commitment, efficiently bringing the entire project to the end. I would recommend Dulewski Sikora Law Firm to all entrepreneurs who are seeking a professional and reliable legal advice in the field of the corporate law."Staff In sp. z o.o., Piotr Dudziński - shareholder
"With the services provided by Dulewski Sikora, the closing of purchase transaction of a company operating in the field of health care was quick and efficient. The firm operates in a reliable, organized, and timely manner. The business-oriented approach is their competitive advantage. I am pleased with the cooperation we have developed. I value their ability to look at transactions from business perspective and adapt legal provisions to changing business arrangements."Allenort Capital Fund, Łukasz Goryszewski - COO
"Dulewski Sikora Law Firm, apart from professionalism and high-quality services, is distinguished from other law firms by its fantastic client-oriented approach: they have the ability to identify needs and ask pertinent questions which help you become aware of these needs"Heads and Noses sp. z o.o., Katarzyna Brzozowska - CEO
"The law firm is flexible and well-versed in corporate law. What is more, using Hubstaff is their definite plus. I highly recommend them."Kcalmar.com, Paweł Bartoszek - CEO
"When you entrust your case to attorney Tomasz Dulewski, you know it is in the right hands. I know nothing serious or dangerous in the provisions of the contract escapes his attention. I value him for his composure, reliability, quick assessment of the situation and ability to maintain the sense of urgency. His dedicated and individual approach to each case makes you feel like your case is the only one he is currently working on"Drewans BIS Sp. z o.o., Monika Sabarańska - Board Member
"With the assistance of Dulewski Sikora Law Firm, I managed to negotiate better conditions governing the entry into business partnership, acquire shares at good price and change the articles of association to my advantage. Mr Dulewski is known for his precision and an effort to meet the client's expectations. In addition, he suggests solutions I was not aware of. Law is his true vocation. I am glad I have come across him."Investor, Piotr Chajkowski
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