- Expert advice -

Vendor Due Diligence: How to Prepare Your Company for Sale and Defend the Valuation

Vendor due diligence is a legal review (often also tax and financial) of a company or its shares carried out on the seller’s instructions before the transaction.

Share Purchase Agreement (SPA) – What Must It Include and Which Clauses Are Key?

A Share Purchase Agreement (SPA) is a contract governing the transfer of ownership of shares in a company (most commonly a Polish limited liability company, i.e. a sp. z o.o.) from the seller to the buyer, including the purchase price, transaction terms, and the allocation of risks between the parties.

Reps & Warranties: How They Work and How to Limit the Seller’s Liability

Representations and warranties (“reps & warranties”) are provisions in an M&A agreement (e.g., an SPA) in which the seller describes the condition of the company or the shares at the time of the transaction (sometimes also as of closing).

Locked Box vs. Closing Accounts: Which Purchase Price Mechanism to Choose—and Why?

A purchase price mechanism in an SPA (Share Purchase Agreement) is a set of contractual provisions that determines how the share purchase price will be calculated and adjusted between signing and completion, and what types of value transfers or settlements between the parties are permitted.

Commercial Litigation Costs - Court Fees, Legal Representation, and the Risk of Losing

Commercial litigation costs are the total expenses associated with pursuing or defending a civil court dispute between businesses (or other cases heard under the separate procedure for commercial matters).

Escrow in M&A: when is it needed and what terms are market standard?

Escrow in M&A transactions is a mechanism under which an agreed portion of the purchase price (or another consideration) is paid into an escrow account held by an independent third party (the escrow agent) and released only once specified conditions are met.

Commercial mediation - when it makes sense and how to use it in a B2B dispute

Commercial mediation is a voluntary and confidential method of resolving disputes between businesses, where an impartial mediator helps the parties reach an agreement.

Earn-out: How to set KPIs and control rules to avoid disputes

What is an earn-out? An earn-out is a purchase price adjustment mechanism used in M&A transactions, where part of the seller’s consideration is paid only after closing, provided the target company achieves agreed performance targets (KPIs) within a defined period.

Payment Order - objection/pleas and what happens next (deadlines, effects, costs)

A payment order is a court decision issued in closed session, without hearing the defendant, in which the court orders the debtor to pay a specified amount (with interest and costs) or to perform another obligation.

Contract Due Diligence: Change of Control, Assignment Restrictions, and Other Hidden Traps in Agreements

Contract due diligence is a review of agreements to identify legal and commercial risks that may surface in a transaction (e.g., a share sale, an investor entry, or a reorganisation) as well as in day-to-day management of relationships with key counterparties.

Commercial Proceedings in Poland - rules, deadlines and evidence preclusion (how to prepare)

Commercial proceedings (Polish: postępowanie gospodarcze) are a special procedure for hearing civil cases arising out of civil-law relations between businesses (and, in specific situations, also involving other entities).

Debt Recovery Lawsuit for a Company - What It Includes, Where to File, and How Long It Takes

A debt recovery lawsuit for a company is a formal court filing in which a business (the claimant) asks the court to order a counterparty (the defendant) to pay a specified amount - most often arising from an unpaid invoice, a contract, or intercompany settlements - together with statutory interest and legal costs.

Payment Demand Letter - How to Write One and How to Respond

A payment demand letter is a formal request to settle an indicated outstanding amount within a specified timeframe - usually with information about the legal basis for the claim and the consequences of non-payment (e.g., taking the matter to court).

Due Diligence: What Is It and When Does It Make Sense When Buying or Selling a Company?

Due diligence is a structured review of a company (or an organised part of a business) carried out before a transaction to identify legal, financial, tax, employment, and reputational risks, and to confirm the key business assumptions.

Drag-Along and Tag-Along Rights in a Shareholders’ Agreement (SHA): How They Work and Who They Really Protect

Drag-along and tag-along are two common clauses found in a shareholders’ agreement (SHA) that structure how shares are sold in a company.

Application for Interim Measures: Which Forms of Security to Choose (Bank Account, Receivables, Prohibitions)

An application for interim measures (security for a claim) is a procedural pleading in which a party asks the court to impose temporary measures to ensure that a future judgment will be realistically enforceable, or to regulate the parties’ situation for the duration of the dispute.

Shareholder Deadlock in a SHA: Which Exit Mechanisms Work in Practice?

A shareholder deadlock is a persistent decision-making stalemate in a company where required resolutions cannot be adopted (e.g., due to an equal split of votes, high supermajority thresholds, or mutual blocking between corporate bodies), and the impasse prevents the business from operating or key owner-level decisions from being made.

Securing a Claim - How to Obtain It and When It Actually Works

Securing a claim is a civil procedure measure that allows you to temporarily “freeze” specific assets or shape the parties’ legal position for the duration of the case, so that the future judgment does not become unenforceable or the purpose of the proceedings is not otherwise frustrated.

Due Diligence Checklist: What to Review Before Signing an SPA

Cap, Basket, De Minimis: How Are Liability Limits Set in M&A?

Cap, basket, and de minimis are standard mechanisms in a Share Purchase Agreement (SPA) that limit and structure the seller’s liability for breaches of representations and warranties (R&Ws) as well as for selected disclosed or undisclosed liabilities arising in the transaction.

Visual Data Anonymization for Publishing Photos and Videos: GDPR-Compliant Best Practice

Visual data anonymization is the process of modifying photos or videos so that people (and other identifying visual elements) can no longer be identified—directly or indirectly—by anyone who receives the content.

Customer Won’t Pay: How to Recover an Unpaid Invoice Fast (From Demand Letter to Lawsuit)

The “customer won’t pay” problem describes a situation where, after you perform the contract and issue an invoice (or once the payment due date set in the contract arrives), the creditor does not receive payment on time even though the debt is already due and payable.

Bank Guarantee Dispute: How to Stop a Payout and How to Defend Yourself

A bank guarantee is a bank’s commitment to pay a specified amount to the beneficiary if the beneficiary submits a demand for payment that meets the conditions set out in the guarantee.

Evidence in a Commercial Dispute - What Matters Most and How Not to Lose on Technicalities

Evidence in a commercial dispute covers any means of proving facts that matter for deciding the case and that are admissible in civil proceedings before a court or in arbitration.

Commercial arbitration - when it makes sense and how to draft an arbitration clause

Commercial arbitration is a method of resolving B2B disputes through an arbitral tribunal (arbitration court) rather than a state court, based on the parties’ agreement.

The Institution of Minimum Wage in Polish Labour Law

Polish labour law guarantees a minimum wage to protect employees, despite ongoing debates about its economic effects.

Inspection of Entrepreneurs

The rules and procedures for conducting inspections of business activity under the Polish Entrepreneurs’ Law.

Characteristics of Partnerships

Partnerships are one of the key types of business entities in the Polish civil and commercial law system.

Joint-stock company

A joint-stock company is a highly regulated capital entity under Polish law, separating ownership from personal liability.

Overtime Work under the Labour Code – Scope, Limitations, and Compensation

Overtime work under Article 151 §1 of the Polish Labour Code refers to work exceeding the employee’s daily or average weekly working time, based on the applicable working time system and schedule.

Commercial Power of Attorney

Commercial Power of Attorney (power of procuration) is a special authorization granted only by entrepreneurs registered in the National Court Register (KRS) or CEIDG.

Simple joint-stock company

The simple joint-stock company (PSA) is a new, flexible capital company in Polish law, created mainly for innovative ventures and start-ups.

Professional partnership

A professional partnership is a special type of personal partnership designed for liberal professions, offering limited liability for partners by shielding them from responsibility for the professional actions of others.

Alternative ways of establishing an employment relationship – beyond the classic employment contract

Although the employment contract remains the most commonly used basis for establishing an employment relationship in the general perception, the Polish labor law system also provides other, less popular ways of establishing an employment relationship.

Chamber of Commerce

Chambers of Commerce are voluntary, self-governing, non-profit organizations established to represent the interests of entrepreneurs, support business activities, and shape economic policy in accordance with applicable laws.

Company name and business name – key identifiers in business activity

Running a business involves the need to properly identify the entrepreneur. Two key terms in this context are the company name and the business name.

Limited liability company

A limited liability company (abbreviated as LLC) is the most commonly chosen legal form for conducting business activity in Poland, as confirmed by commercial practice.

Central Register and Information on Business Activity (CEIDG)

The Central Register and Information on Business Activity (CEIDG) is an important part of the legal system that regulates business activity in Poland.

Family foundation

A family foundation is a legal entity that allows for the long-term management of family assets, ensuring the continuity of family business and protecting the interests of the family across generations.

The legal and organizational nature of the Employee Handbook and the Rules of Remuneration in the workplace

The employee handbook is an internal normative document that sets out general rights and obligations of both the employer and employees regarding the organization and discipline of work.

Branch and Representative Office of a foreign entrepreneur in Poland

Foreign entrepreneurs can operate in Poland through a branch or a representative office—but each form comes with specific legal requirements and limitations. This guide explains who can establish these entities, what activities they may perform, and what obligations they entail.