Knowing how to safely buy shares in a company (i.e., conduct a so-called share deal) is essential before proceeding with such an investment. Buying shares in a company is a serious transaction. It can be related to both your plans to completely take over the company, and your plans to profit from the fact that you will become one of several shareholders in the company. In either case, it is worthwhile to properly protect your interests.
At our law firm, we have been dealing with the purchase and sale of companies and their shares for more than a decade. We have experience in many complex transactions of this type. We will be a partner for you to ensure your security, the best possible conditions for the purchase of shares and bringing the transaction to completion.
For many years we have been working with investors or individuals who are planning or in the process of buying shares in a company. We know that it is important for them to receive comprehensive assistance. We provide support in the most important areas of the process of buying company shares.
Conducting due diligence
It is worth conducting legal due diligence on a company before you decide to buy shares in it. Its degree of thoroughness will depend on the type and size of that entity’s business. In the case of a large high-tech equipment manufacturer, it will be quite different from that of a company engaged in commerce and targeting consumers directly.
It is worthwhile to have knowledge about the state of the company and its operations, as this can protect you from a risky share purchase transaction. In addition, if you continue to express your desire to buy shares despite the discovery of irregularities through the investigation, you can negotiate a more favorable price for the transaction.
Identifying favourable payment terms
We will advise you on how to reasonably regulate the buyout of shares in a limited liability company or other company in terms of payment. It does not always have to be a one-time payment. Other possible forms are, for example, surcharges to the price already after the purchase of the company’s shares, depending on its financial performance in a given fiscal year.
Influencing the company operations
If you buy a minority share in the company, you should check whether you will have a real influence on the company operations. Will your consent be necessary to appoint the Management Board, make decisions on profit distribution or allow others to join the company in the future? These and many other issues need to be agreed between the buyer and the seller. We will advise you on how to secure your interests in this situation in the best possible manner.
Increasing the seller’s liability
Sellers most often do not want to take responsibility for the condition of the company in which they sell shares. For them, the very fact that they have been successfully running a business for years is the best proof that all is well with their company. However, buying shares in a limited liability company at a “bargain” price, resulting from the fact that the seller does not take responsibility for the condition of the company being sold, can cause problems.
We will take care of your safety and recommend the seller’s scope of liability that will best suit the transaction. We will decide which business operations are the most risky and how to properly protect you against their effects.
Sellers during the process of selling shares usually resort to the support of law firms experienced in transaction law. To have the same chances for a successful transaction you should use the help of lawyers with adequate legal knowledge and experience. We are able to take proper care of securing your interests, as we have already successfully carried out many similar projects.
We have gained experience over many years in major national and international law firms, where we mainly dealt with transactions of sale and purchase of companies, as well as their shares.
We will guide you through the entire procedure for buying shares and answer every transaction-related question you might have. We will help you draft a letter of intent, in which the buyer and the seller agree on an action plan, and take you through target company evaluation process (due diligence investigation). We will also draft a purchase contract and take part in negotiations on the transaction.
Most buyers do not know how much the shares they are buying are actually worth. We work closely with certified business valuation experts. With reliable and easy to understand valuation services, you can rest assured that you will not overpay.
‘We are always personally involved in each transaction we conduct. Buying shares is too serious and unconventional issue to be entrusted to someone less competent. Your transaction is always a priority to us, and for that reason we will devote the maximum of our attention and commitment to your ventures.’
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 mec. 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.