Legal due diligence is a comprehensive legal examination of a company or enterprise, which most often includes an analysis of the following issues: legal, financial, tax and technological or environmental. It allows for a thorough assessment of the condition of a company or enterprise, for example, prior to a planned purchase of a company or a package of shares. Conducting such an examination is in the interest of both the prospective investor and the acquired company, as the latter can confirm its value, discover and eliminate risks that would potentially discourage a future buyer.
One of the biggest risks associated with buying a company is the risk that the company does not operate in a lawful manner. Lack of mandatory decisions (e.g., permits or licenses) or failure to comply with concluded agreements can result in high penalties for the company, or even the suspension of its operations. This risk can be mitigated to some extent by establishing in the sales contract the seller’s liability for the company’s condition. If the seller’s warranties as to the company’s condition turn out to be untrue, the seller should be held liable. So much for the theory. In practice, proving the falsity of the representations will not necessarily be easy, and any disputes on this point will be settled in court. This means getting into a dispute that will last for years. At the same time, no one can assure you that at the end of it you will be able to enforce a judgment favorable to you from the seller.
For these reasons, in addition to establishing the seller’s responsibility for the condition of the company, it is advisable to conduct due diligence on the company being sold. Our Law Firm will be a partner for you to ensure your security in the case of acquiring a company.
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 paying social security contributions may extend the period of the seller’s liability for defects found during inspections conducted by the Social Insurance Institution (ZUS).
With due diligence report, you will be able to, as a new owner, remove irregularities found during due diligence procedure. We will advise you on how to safely perform this type of investigation.
We always perform legal due diligence bearing in mind specific needs of our clients. We look forward to working with you.
“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.”
Tomasz Dulewski is an attorney-at-law and co-founder of the firm. Prior to opening it, he worked for nearly a decade in the largest law firms in Poland. He specializes in legal support of company sales transactions and due diligence. He has experience in cooperation with individual investors, investment funds, as well as foreign capital groups. He also conducts negotiations in English and prepares transaction documentation in English.
Jakub Sikora is an attorney-at-law and co-founder of the firm. He previously worked for many years in international law firms operating in Poland. Together with Tomasz Dulewski, he handled transactions for the sale of companies with a value ranging from PLN 2 to over PLN 200 million, including to foreign entities. He also conducts negotiations in English and French and prepares transaction documentation in English.
"I was not aware that the sale of a large business these days is such a complex matter. The letter of intent, the due diligence of the company, the negotiation of the agreement, the scope of my responsibility, the non-compete... Tons of stipulations, and behind many seemingly trivial words lies serious consequences. Thanks to the Dulewski Sikora law firm, I managed to safely go through the whole process and sell the company running a large factory. Attorneys Sikora and Dulewski supported me at every stage. They saved me from more than one trouble."Martyna Paleczna and Stanisław Paleczny, former shareholders of Fanar S.A.
"Thanks to the Dulewski Sikora law firm, I gained a great deal of valuable information on what to look out for in share sale transactions. They gave me an awareness of certain things, the legal consequences that can be drawn through lack of knowledge or imprudent signing of documents that seemingly look like an initial non-committal proposal. We recommend the services of Dulewski Sikora to all those who are entering into share sale negotiations."Individual investor, shareholder of the company from KNAPP AG group
"Thanks to the services of Dulewski Sikora, it was possible to efficiently and quickly close the purchase of the Company's healthcare business. The Law Firm acts in a reliable, organized, timely manner and with a pro-business approach. I rate the contact with the Law Firm as exemplary. What appealed to me was the ability to take a business-like view of the transaction and adapt legal provisions to changing business arrangements."Łukasz Goryszewski - Chief Operational Officer, Allenort Capital Fund
"The Dulewski Sikora law firm assisted me with a transaction to acquire shares in a Polish company from a foreign investor. I am deeply impressed by how professionally the transaction was handled. The lawyers of the firm fought for the best possible protection of my interests with passion and commitment, successfully leading to the signing of the documents. I recommend the law firm's services to all those who are looking for a professional and trustworthy advisor in corporate matters."Piotr Dudziński - shareholder, Staff In sp. z o.o.
"We were looking for a law firm specializing in transactions, where our case would be handled from start to finish by experienced lawyers. This is exactly what happened at the Dulewski Sikora law firm. We appreciate the support of the law firm's partners every step of the way, their strong commitment to the negotiations and their contribution to the successful conclusion of the negotiations. The law firm's partners know well how the sales and negotiation process goes and what to pay attention to. Often these are issues that I would never have thought of."Wojciech Kadłubowski, former shareholder of DTK&W Zespół Ogłoszeniowy sp. z o.o.
"With the help of the Dulewski Sikora law firm, I was successful in negotiating better conditions for entering the company, acquiring shares at a real good price and changing the company's articles of association in my favor. The partners of the law firm are distinguished by their thoroughness and exceeding the client's expectations. A big plus is also suggesting changes whose importance I was not aware of. Lawyers with a vocation - I am glad I came across them."Piotr Chajkowski, shareholder of IFDS sp. z o.o.
"We were more than happy with the service provided by Dulewski Sikora. Firstly, we successfully opened the company, secondly you helped us with recommending us an accounting company. You also helped us with better understanding of national legislative and helped us with investment process. To summarize, you went above and beyond to make sure that the whole process runs as smoothly as possible. We liked the professional approach that was provided, but the speed and responsiveness were the things that we especially appreciated."Mate Knezović, member of the management board of Agrivi sp. z o.o.
"Cooperation with Dulewski Sikora resulted in a successful transaction. In particular, I liked the openness to the client, keeping in constant contact in the course of the transaction. As a client, I felt well informed about any options/risks that might be involved in the sale of the shares. Attorneys Sikora and Dulewski have a very good approach to the client, and with their work and actions taken, they inspire confidence and a sense that the matter entrusted to them will be well handled."Joanna Dębska, former shareholders of P.W. Sanitex sp. z o.o.
"We are an international business consulting firm and had the need to expand our business to Poland. Dulewski Sikora helped us in finding the right company structure and guided us through the whole process of establishing and registering our company in Poland. The proposed way to speed up the process helped us to get it done in a very short period of time. Everything was perfectly arranged and all the necessary documents were always ready on time. We see it as a great advantage that you are not only a “number” as you are in a big law firm."Axel Hausbrandt, member of the management board of b-k-p Consulting sp. z o.o.
"I had been contacted with few legal adviser before I found Dulewski Sikora Law Firm. But I collected all different information from each of them that made me hesitate, after I called all phone numbers I had, I chose Tomasz Dulewski, one of the founders of Dulewski Sikora. It is not easy to start a LLC company, especially a foreign company in Poland. A solid services like them will guarantee you are secured by law. Different lawyer will give different suggestions according to their experiences, so far Tomasz and Jakub’s suggestions never disappointed us."Jian Yao, member of the management board of Globalway sp. z o.o.
"Thanks to the law firm's services, I have gained confidence in doing business. Today's market reality is very dynamic and you need to be ready for anything. The devil is in the details, and thanks to the cooperation with the law firm Dulewski Sikora I have the confidence that no detail has been overlooked. What I like about the law firm's services is the individual approach, the willingness to listen and most of all - the willingness to understand the problem in detail. I like the flexibility and open mind in solving problems."Mateusz Grabowski, owner of Karty Grabowskiego
We value the time of our clients. We are aware that many of them wish to immediately consult their legal problem with an expert. This is what we are for.