Legal and tax audit (Due Diligence)

Legal and tax due diligence is a key step in the investment process, enabling a full understanding of the legal status of a company or business before making business decisions. We offer comprehensive legal audits of companies and businesses, as well as analysis of specific assets, tailored to individual client needs.

We help clients identify and understand any legal aspects that may affect decisions related to a purchase process, merger, acquisition or other business transaction. We act as a partner, enabling an informed approach to the investment process. We provide support to the acquiring party as well as to owners interested in selling shares or the entire business.

We offer a comprehensive legal audit

We conduct a thorough analysis of the legal and tax documentation related to the business or transaction in question. We focus on a detailed screening of Agreements, corporate documents, legal obligations, court cases, patents and other elements having a significant impact on the legal status of the company, other legal and tax risks, taking into account various taxes (PIT, CIT, VAT, PCC).

The scope of due diligence includes, but is not limited to:

Verification of the legal title – we thoroughly verify whether the object being acquired/disposed of (e.g. shares in a company) belongs to the current holder (e.g. shareholder, company shareholders).
Analysis of the corporate structure – we carefully assess inter-company relationships, ownership structure, shareholdings and voting rights, identifying potential risks associated with the organisation of the company.
Review of concluded contracts and commercial agreements – we focus on identifying any inconsistencies, gaps or ambiguities in agreements that may affect the stability of the company’s commercial relationships.
Analysis of employee documentation – we review bylaws, collective agreements, internal orders, employment agreements, management contracts and policies against bullying, discrimination and procedures for reporting incidents or irregularities.
Property assessment – we examine the legal status of the company’s real estate holdings and the rights associated with them to not only assess ownership titles, but also to understand the encumbrances, restrictions or risks associated with the properties in question.
Financial analysis – we look at financial statements, balance sheets, profit and loss accounts, and financial projections to understand the financial stability of the company, identifying risks related to debt or liquidity.
Review of owned patents, permits and administrative decisions – we analyse the company’s intellectual property situation and potential restrictions.
Personal data processing audit – we assess the compliance of the company’s procedures and policies with the requirements of the RODO, and identify areas of potential data protection risks.
Identification of legal and compliance risks – we analyse potential legal risks associated with the company’s operations, such as potential litigation, legal non-compliance or conflicts of interest, while providing an assessment of compliance with regulations and industry standards.
Identification of tax risks – we verify the tax issues of entities and potential risks in connection with business operations, e.g. PIT, CIT, VAT, PCC.

On the basis of the conducted analysis, we prepare a detailed due diligence report, in which we accurately describe the current state of affairs, assess it in terms of compliance with the applicable law, and present conclusions and recommendations.

The scope of the conducted due diligence is flexibly adjusted to the individual needs of the client, taking into account the specificity of the industry in which the audited entity operates and the context of the order – whether for the selling party, the acquiring party or the financing institution.

Benefits for clients from due diligence:

Reduction of transactional risk through detailed knowledge of the subject matter of the transaction and identification of potential risks.
Awareness of a company’s current legal and financial status can be a key competitive advantage during negotiations.
Due diligence is a tool to help optimise processes and increase business efficiency.
Effective safeguarding of copyrights and valuable intellectual assets through precise identification of risk areas.
Early detection of potential malfunctions in the business, enabling prompt corrective action. Compliance with regulations and diligence in the running of the company translate into an improvement in its image and value, especially in the context of a potential sale.
Identification of risks in transaction documentation in a way that safeguards the interests of the party concerned.
Minimising the risk of exposing oneself to administrative penalties, having to pay damages or being involved in litigation.

Experience

In our experience to date, we have completed several hundred transformation, acquisition and merger processes. The vast majority of these transactions were preceded by due diligence. As a result, we have been able to provide our clients with a full understanding of the key issues and potential risks associated with the transactions in question.

We help clients make informed business decisions, ensuring that they receive solid support at key moments in the transformation and merger processes.