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Transaction advisory

Before you decide to purchase a different enterprise the process needs to be negotiated internally within your company (you think of the opportunities of your prospective business, who is going to manage it, what control measures to apply, what changes need to be introduced, how to change old structures etc.), as well as negotiated with the seller (the price, terms of payment, measures to protect you against risk of unfair or illegal actions on the seller's side etc.).

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When purchasing an enterprise your primary focus is on the company's future role in your business, within your organisational structures; you assess possible synergy, risks and potential. Your focus is on the business aspects, because you know your company and your market best of all.

You try to establish a reasonable price that you are willing to pay for the acquired company, what synergy effects may be achieved thanks to such purchase, what savings, financial and marketing benefits etc.

As your transaction partner, we are ready to support you at every stage with the long-term experience gained while participating in  company purchase, sale and merger projects, both in Poland and abroad.

Our Transaction Advisory Services (TAS) Team is at your disposal.

  • We perform due diligence in the finance, tax and legal field;
  • In cooperation with external professionals we perform due diligence in IT, HR, environmental protection and technology;
  • We provide company valuation;
  • We optimise tax-wise transactions of company acquisition;
  • We assist you in the negotiation process;
  • We prepare the transaction's legal documentation;
  • We perform vendor due diligence;
  • If the acquired company is operating also abroad (or only abroad), we cooperate with RSM firms located in the relevant country, coordinate the work of teams in various locations and remain your primary contact in the process.

How to sell your business successfully? Learn 7 mistakes you are likely to make when valuating and selling your company

12 October 2021
Krzysztof CIESIELSKI
Selling a company tends to be a long process that takes a couple of months. In practice, it starts much earlier than the actual negotiations with the buyer. That is when the business owner can make mistakes that will cost them dearly. What are these traps and how can they be avoided?

Business valuation: who and to what extent should do it when a company is being sold?

12 October 2021
Krzysztof CIESIELSKI
If the seller wants to land a good price and the buyer wants to avoid overpaying, the transaction of selling a business must be supported with a reliable valuation of the acquired company. But who should do it and how should it be done in order for the valuation report to be credible?

Selling Your business: How to Find the Right Buyer

28 April 2021
Krzysztof CIESIELSKI
If you are thinking about selling your business, sooner or later you will have to handle what is a crucial thing for this process, namely attract the right buyer to your business offer.

Completion Accounts: negotiating until the very end

26 January 2021
Krzysztof CIESIELSKI
Completion Accounts is one of the two mechanisms (the other being the Locked Box) used to determine the final price in the process of closing M&A transactions. In this model, the final acquisition price is determined only on the basis of the balance sheet of the target entity prepared as at the date of signing the final contract that transfers the ownership from the Seller to the Buyer. However, the practice shows that preparing such data for the said date is actually impossible, and the process of obtaining and processing it can take weeks or even months after the Share Purchase Agreement has been concluded. So how does it work?

The ‘Locked box’ mechanism. What is it about?

24 November 2020
Krzysztof CIESIELSKI
Locked box is a formula for closing M&A transactions that is proving increasingly popular in recent years and tends to replace completion accounts. What is essential for the locked box arrangement is that the transaction price is determined on the basis of the historical balance sheet at a pre-signing date and is not then subject to any post-completion adjustment.

Recapitalization (“recap”) as a method for partial sale of business

18 September 2020
Krzysztof CIESIELSKI
On the other hand, it is not always the case that the owner wants to sell the whole of their business. Moreover, and not infrequently, the owner is not even willing to sell the controlling stake. However, there are situations where selling a part of a business seems to be a good and reasonable solution.

How can a family business owner take care of their future?

14 August 2020
Sebastian GOSCHORSKI
More and more family businesses are facing a dilemma - whether to pass on the legacy to the next generation or rather to financially secure the existing owners? From the point of view of the owner of a family business, often the only correct decision concerning the future of the developed assets is to sell the company.

Startup valuation methods

30 June 2020
Krzysztof CIESIELSKI
From the investors’ perspective, startups mean high risk and low liquidity. As a result, startup valuation is quite a challenge.

We will “protect” you (even if you don’t want us to)!

27 May 2020
Krzysztof CIESIELSKI
Takeovers, due to the government’s draft amendment to the act on controlling certain investments, is again hitting the front pages. In a nutshell, it will be up to the Chairman of the Office of Competition and Consumer Protection to decide if the transaction may be carried out. This restriction concerns investors from outside the European Union and the European Economic Area. Reading between the lines, amid the current recession caused by SARS-COV-2 such regulations are mainly to stop the inflow of capital from Asia. However, frankly speaking, this will also affect other important investors, including those from the US or even those more “European” ones, from the UK.

Sale of a company during the epidemic-related crisis

20 April 2020
Krzysztof CIESIELSKI
The M&A transaction market is subject to business cycles. As it depends on the current situation of a business, there may be some ups and downs. Recently, due to the SARS-COV-2 pandemic and the emerging global economic crisis, company owners who planned to sell their businesses are now beginning to question the idea: does it make sense to sell a business at the time of a crisis?

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