Agenda

• Why Poland? M&A opportunities and current market dynamics

  • Introduction
  • Current M&A market landscape in 2025-2026

• How deals in Poland are typically run in practice

  • Bilateral vs competitive process
  • Typical transaction timeline
  • Respected standards
  • One-step vs two-step transactions

• What usually surprises foreign buyers in Poland

  • Most common due diligence findings
  • Employment and management issues,
  • Regulatory permits and licenses,
  • Real estate title/use issues,
  • Key contracts and change-of-control clauses,
  • Compliance, anti-corruption, sanctions, data protection,
  • Disputes and hidden liabilities.

• The deal terms that matter most to buyers

  • Purchase price mechanisms (locked-box vs completion accounts)
  • Earn-outs – benefits and risks for sellers
  • Retention and escrow arrangements
  • Representations and warranties
  • Indemnities
  • Limitation of the Sellers’ liability
  • Conditions precedent
  • Interim period
  • Long-stop dates and walk-away rights
  • Non-compete and non-solicitation obligations
  • Post-transaction involvement of the seller

• Nordic investor regulatory checklist

  • merger control,
  • FDI screening,
  • sector-specific approvals,
  • timing impact of approvals,

• Q&A Session