A Western European acquirer had identified a mid-market Polish target in the distribution sector. The transaction timetable was tight. A competitor had also expressed interest, and every week of delay carried a real cost – the deal could slip to a rival or the seller could walk away entirely.
This matter involved a cross-border share acquisition in Poland requiring competition clearance from the Urząd Ochrony Konkurencji i Konsumentów (Office of Competition and Consumer Protection, known as UOKiK). The transaction closed successfully after a structured pre-notification phase and targeted due diligence. Total elapsed time from signing the umowa sprzedaży udziałów (share purchase agreement, SPA) to regulatory clearance was approximately four months.
This case study sets out the client's situation, the strategy adopted, the complications encountered at each stage, and three transferable lessons for international teams handling similar cross-border M&A work in Poland.
Client profile and the challenge
The client was a logistics holding company registered in the Netherlands with operations across Central and Eastern Europe. It had no prior acquisition history in Poland. The target was a privately held Polish distributor with a national sales network and several long-term supply contracts.
Two structural challenges arose immediately. First, the combined market shares of the acquirer and target in one regional segment were close to the notification threshold under Polish competition legislation. This created genuine uncertainty about whether a mandatory filing to UOKiK was required. Second, the target's corporate records contained gaps. Several board resolutions approving material contracts had not been properly documented. This was identified during the first phase of due diligence.
The client's internal timeline assumed signing, clearance, and closing within ten weeks. That assumption proved unrealistic once the regulatory and due diligence picture became clear. Resetting expectations early was one of the firm's first contributions to the matter.
Legal strategy: sequencing and rationale
The team adopted a three-part approach. The first step was a targeted legal and financial due diligence exercise. Rather than a full-scope review, scope was limited to the areas most likely to affect closing conditions: title to shares, material contracts, pending litigation, and regulatory compliance. This compressed the timeline without sacrificing the coverage that mattered most.
The second step was a voluntary pre-notification contact with UOKiK. Polish competition legislation does not require pre-notification meetings, but the regulator actively encourages them in borderline cases. The team prepared a detailed market definition memorandum and presented it informally to UOKiK staff before filing. This step reduced the risk of a request for additional information after the formal filing – a request that could have extended the review period significantly.
The third step was structuring the umowa sprzedaży udziałów (SPA) so that representations and warranties were calibrated to the specific risks identified in due diligence. Closing conditions were drafted to give the acquirer clear exit rights if the regulatory review revealed material concerns. The SPA also included a long-stop date with automatic termination rights – a safeguard that became important when the timeline extended beyond the original estimate.
For a detailed overview of how Polish M&A transactions are structured from a regulatory and corporate perspective, the firm's dedicated service page on M&A transactions in Poland sets out the full procedural picture.
Key milestones and complications
The due diligence phase produced one significant finding: two of the target's supply contracts contained change-of-control clauses that required counterparty consent before the acquisition could close. Neither clause had been flagged by the seller's advisers. The team identified both clauses during document review and immediately engaged the counterparties to seek consent. One counterparty responded within two weeks. The second required a renegotiation of pricing terms before it would consent – adding approximately three weeks to the timeline.
The UOKiK pre-notification meeting took place in week six. The regulator raised one question about geographic market definition that had not been anticipated. The team prepared a supplementary economic analysis within ten days. The formal notification was filed in week nine.
UOKiK issued its clearance decision in the first phase – without opening an in-depth investigation – approximately five weeks after the formal filing. The decision was unconditional. No remedies or commitments were required.
Closing took place shortly after clearance. The SPA's representations and warranties were confirmed as accurate at closing, and no indemnity claims arose in the post-closing period covered by this matter.
For context on how Polish corporate legislation (the Kodeks spółek handlowych. Alternatively, commercial companies code) governs share transfers and board authority. The firm's analysis of corporate law in Poland provides further detail on the statutory conditions applicable to transactions of this type.
To explore how a similar approach might apply to your cross-border acquisition in Poland, contact us at info@ferrazwhitmore.com.
Three transferable lessons
Lesson one: treat the competition threshold as a threshold to analyse, not assume. Many international acquirers approach Polish transactions with the assumption that only very large deals require regulatory attention. In practice, the thresholds under Polish competition legislation are lower than those under EU merger control rules. A transaction that sits comfortably below the EU threshold may still require a mandatory UOKiK filing. The analysis must be done deal-by-deal, using current turnover figures for both parties in Poland specifically.
Lesson two: the SPA's closing conditions determine how much risk the acquirer carries during the regulatory period. A SPA with loosely drafted closing conditions can leave the acquirer exposed if the regulator imposes remedies or if a material due diligence finding surfaces after signing. Precise representations and warranties – calibrated to the specific findings of due diligence rather than copied from a precedent – reduce that exposure. The long-stop date and automatic termination rights in this matter gave the acquirer a clear and enforceable exit mechanism. Without those provisions, the acquirer would have faced a difficult negotiation mid-process.
Lesson three: change-of-control clauses in target contracts are a closing risk that due diligence must surface early. These clauses are common in Polish commercial contracts and are not always disclosed in the seller's information memorandum. If they are identified late – after signing but with limited time before the long-stop date – the acquirer loses negotiating leverage with the counterparty. Early identification allows consent to be obtained as part of the normal pre-closing process, without timeline pressure.
Practitioners handling comparable matters in other Central European jurisdictions can find related analysis in the firm's case study on an M&A transaction in Portugal. This covers parallel issues of regulatory sequencing and SPA structuring in a civil law context.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in M&A transactions, competition clearance, and share acquisition structuring. We have advised on cross-border acquisition matters across both civil law and common law systems, working with international acquirers entering Central and Eastern European markets. The firm's Lisbon base provides direct access to Portuguese and EU regulatory systems, while our common law expertise supports SPA structuring and enforcement strategies in English-language transaction documents. Engaging a lawyer in Poland with cross-border M&A experience – supported by a law firm in Poland and across the EU – is a material factor in managing timeline and regulatory risk. To discuss a potential acquisition in Poland or a related jurisdiction, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.