We use cookies to make sure our website better meets your expectations.
You can adjust your web browser's settings to stop accepting cookies. For further information, read our cookie policy.
IN Warsaw
Exchange Rates
Warsaw Stock Exchange - Indices
The Warsaw Voice » Other » July 9, 2008
France in Poland
You have to be logged in to use the ReadSpeaker utility and listen to a text. It's free-of-charge. Just log in to the site or register if you are not registered user yet.
The Lawyer's Role in the Merger and Acquisition Procedure: A French Attorney's Point of View
July 9, 2008   
Article's tools:

Julien Hollier, a lawyer from the Mergers & Acquisitions Department at the Warsaw office of Gide Loyrette Nouel law firm, talks to Beata Gołębiewska.

There is quite an active merger and acquisitions scene in Poland. As an expert in this field, can you describe the role of an attorney in this type of procedure?
An attorney acts at several stages during a merger and acquisition project. We are usually contacted by our clients during the preliminary stage, namely the structuring and preparation of the procedure. At that moment we discuss the aims and the constraints of our client's project, and advise him how to optimize the legal and fiscal schemes. In the specific case of an open-bid sale, we also help our client define the rules that will have to be respected by all potential purchasers.

After that, the purchaser's attorney usually performs a legal due diligence of the target company. The seller's attorney is also involved during the due-diligence process since it is becoming increasingly common for sellers to ask their advisors to prepare a seller's due diligence to be made available to potential purchasers in order to simplify the audit process.

And then the negotiating procedure starts?
Yes, indeed, the attorney will, along with his client, negotiate until an agreement is reached. There are usually several steps to the negotiation, from the preliminary offer to the finalization of the sale agreement. These negotiations may be particularly intense when discussing the extent of representations and warranties granted by the seller over the situation of the target company. If the capital of the sold company is held between several shareholders, a shareholders' agreement will also be discussed during this time.

These negotiations initially take place between the seller, the purchaser and their respective advisors, but it may happen that other people are involved, such as banks that are financing the acquisition, the management of the target company, certain creditors of the target company, and so on. In such cases, lawyers specializing in these specific fields of law-such as labor law or banking law-will be involved.

The transfer of the shares will generally not take place immediately after the agreement has been finalized and signed, but after an intermediate period during which the parties will work towards obtaining the necessary permits (such as obtaining anti-monopoly clearance) for carrying out the transaction, or perform some preliminary operations or steps (such as negotiating financing, carrying out any legal restructuring, informing the work council, and so on). Attorneys are, of course, very active during that period of negotiations to help their client.

Once all these conditions have been met, the lawyers will organize the closing of the deal, meaning a meeting during which the shares are transferred and the price is generally paid.

Does your role end after the deal is closed?
After the acquisition procedure, we are often called on to assist our clients with price adjustment issues, or we help them with resolving conflicts that may sometimes arise after the acquisition is closed-claims on the basis of the representations and warranties, for example.

What kinds of clients do you advise?
We have many various clients from many different countries. They can be investment funds, banks or industrial groups. However, we also provide advice to other business players, including state and public administration (for example during privatization projects) as well as individuals wishing to transfer a family business.

At the present time, and since the beginning of the sub-prime mortgage crisis, we have observed a slight decline in the number of transactions performed by investment funds, but on the other hand there has been a time of successful operations for the industrial groups, for which the Polish market is still very dynamic.

Being a French lawyer, what is your contribution to M&A operations carried out in Poland?
First of all, I have to tell you that GLN's Warsaw office consists mainly of Polish lawyers-more than 50 at present. We benefit, of course, from GLN's network of know-how and experience, but above all our files are dealt with by our Polish lawyers.

Having said that, in the M&A climate, lawyers are applying more and more international standards, and, therefore, while strong knowledge of the local law is still considered essential, in practice the mechanisms are pretty similar from one jurisdiction to another. Besides, as you probably already know, the judicial systems of continental Europe-in contrast to the Anglo-Saxon Common Law-have much in common, and the Polish legal reasoning is quite similar to that in France. As far as I am concerned, it would be rather my long-term practice in M&A transactions and the conceptual closeness of Polish and French law that strengthens the role that I can play on behalf of my clients.

GLN Law Firm, Metropolitan Building, 1 Piłsudskiego Sq., 00-078 Warsaw, reception +48-22 344 00 00; fax +48-22 344 00 01, www.gide.com
© The Warsaw Voice 2010-2018
E-mail Marketing Powered by SARE