Legal restrictions in the transaction


In many transactions, it is necessary to obtain various types of approvals or permits, the lack of which may even affect the validity of the entire transaction. These include corporate approvals in the form of resolutions from specific corporate authorities (such as the shareholders’ meeting […]

Corporate and other internal approvals

In instances provided for in the Commercial Companies Code, it may be necessary to obtain corporate consent to dispose of: Shares in a company (limited-liability company or joint-stock company) Certain assets of a company Corporate consent usually means consent to the company’s carrying out a […]

Notification of concentration to the President of the Office of Competition and Consumer Protection

The rules for oversight of concentrations in Poland are set forth in the Competition and Consumer Protection Act of 16 February 2007. The competent authority under the act is the president of the Office of Competition and Consumer Protection (UOKiK). When is notification required? Under […]

Consent of the Minister of Interior and Administration

Under the Act on Acquisition of Real Estate by Foreigners of 24 March 1920, acquisition by a foreigner of real estate or the right of perpetual usufruct of land in Poland, or rights to shares in a Polish company that is the owner or perpetual […]

Change-of-control clauses

One of the key issues that require close attention by the acquirer at the due diligence stage and during negotiation of the transaction documents is the ability to transfer the target’s contract rights to the acquirer. Commercial contracts (e.g. cooperation agreements, licences for key technology, […]

Other restrictions

In addition to the requirements to obtain consent from the company, administrative authorities or third parties, there are several additional issues to be considered in the case of transactions involving individuals. Consent of spouse It is generally in the interest of the other party to […]