Poland

The main structures available in Poland for M&A transactions include share purchase, asset purchase (often with respect to an entire business or an organised part thereof), and, in case of public companies, a tender offer.

The main features of share deals:

• Subject of the transaction. The transaction involves shares in a company (limited liability company, simplified joint stock company, or joint stock company).
• Liability. The purchaser of shares is not liable for the obligations of the company acquired. The sale of shares is subject to the provisions on statutory warranty, which can be modified or excluded.
• Transfer of agreements. There is no need to transfer rights and obligations under agreements. Certain agreements may include change-of-control clauses. In case of such agreements, obtaining prior written consent of the other party might be required. Lack of such consent does not block the transfer of shares, but it may give the other party a right to, for example, terminate the agreement with immediate effect. Similar provisions may be included in the agreements concerning subsidies/state aid. Also, some administrative decisions granting licenses/permits might require obtaining the authority’s consent or at least notifying it about the transfer of shares.
• Transfer of employees. As a rule, there is no need to notify the employees or trade unions.
• Taxes. Usually, the sale involves tax on civil law transactions in the amount of 1% of the fair value of the shares (normally the purchase price).

The main features of asset deals:

• Subject of the transaction. An asset deal in Poland may involve an enterprise (a going concern (przedsiębiorstwo)) or a so-called organised part of an enterprise (if the tangible and intangible assets are organised to a point in which they could potentially function as a separate entity). Note: liabilities (debts) related to the enterprise (for example, obligations under a contract) must be transferred separately to the rights of the enterprise (for example, under a contract). Alternatively, individual/specific/selected assets not forming an enterprise or not forming an organised part of an enterprise may be sold in the transaction.
• Liability. Polish law provides for a statutory liability of the purchaser of an enterprise (an organised part of an enterprise) for liabilities pertaining to the enterprise. There is no such liability in case of acquisition of one or more specific assets that may not be deemed as constituting the enterprise. The purchaser’s liability for the debts of the acquired enterprise is capped at the value of the enterprise at the time of acquisition and according to the prices at the time of satisfaction of the creditor. This liability cannot be excluded or limited without the creditor’s consent. The purchaser’s liability is limited to the value of the acquired assets.
• Transfer of agreements. As a rule, under Polish law, in case of an asset deal, any transfer of obligations arising from an agreement concluded between the seller and the other contractual party requires the written consent of the other contractual party (it may be given upfront, or, for instance, included in a given agreement). Lack of consent means that obligations under the respective agreement are not transferred. Only rights (receivables) under the specific agreement are transferred unless the agreement also requires consent for the transfer of rights (receivables). Consequently, the transferability of each asset needs to be checked separately (in particular administrative decisions, certificates, and civil law contracts).
• Transfer of employees. The transfer of an enterprise (or an organised part of an enterprise) leads also to the transfer of the employment establishment. This means that the employees using the transferred assets for their daily work become automatically, by virtue of law, the employees of the new employer. Joint and several liability of the purchaser and the seller for all employer obligations that have arisen prior to the transfer cannot be excluded. In case of lack of trade unions, the written information on transfer and its effects is provided directly to employees. The acquired employees cannot veto the transfer, but they should be notified about their right to terminate their employment contracts upon seven-day notification. The purchaser is bound by the existing terms and conditions of employment of the acquired employees.
• Transfer of IP rights. The same rules as for the sale of assets/enterprise apply.
• Taxes. On each occasion it should be assessed whether the assets/enterprise to be transferred qualify as an organised part of an enterprise from a tax perspective, as it may affect the transaction’s taxation. The sale of an enterprise (or an organised part of an enterprise) is an activity that is exempt from value added tax. The sale of an enterprise is subject to tax on civil law transactions. The individual elements that make up the enterprise are subject to tax (rate of 1% or 2% depending on the type of asset). In addition, the disposal of an enterprise will result in taxable income on the part of the seller (19%).
• Legal form. Agreement on transfer of separate assets needs to be in written form. Agreement on transfer of enterprise or an organised part of an enterprise needs to be in the form of signatures certified by notary public. If the subject of the sale is real estate, the agreement needs to be in the form of a notarial deed.
• Tender offers. The Polish tender offer landscape is summarised further on in questions 10 and 11 below.

In 2025, 330 deals closed in the Polish market, marking a 5% decrease in deal count.

The largest transaction of 2025 in Poland was the acquisition of a 49% stake in the listed Santander Bank Polska by the Austrian Erste Group Bank AG. The transaction value amounted to approximately PLN 29.5 billion (USD 9 billion) and was one of the largest acquisitions in the European banking market in recent years.

The media/IT/telecom (20%), biotechnology/healthcare (15%), industry (10%), and fast-moving consumer goods (10%) sectors were among the most active in terms of acquisition target sector.

Private equity and venture capital funds accounted for approximately 10% of the buy-side activity.

The sellers were most often private owners, accounting for 72% of transactions, as well as private equity/venture capital (6%) and media/IT/telecom companies (5%).

In the technology sector, the most notable deals included the purchase of the Polish Neptune.ai by OpenAI and the acquisition of Comarch Polska by CGI. The Dutch TSS Europe became a shareholder in listed IT group Asseco Poland.

Transaction activity was also strong in the financial sector. Apart from the Santander–Erste deal, the Cerberus-backed VeloBank acquired the retail business of Citi Handlowy and ING BSK bought Goldman Sachs’ fund manager company.

Apart from global trends, the Polish market is shaped by the geopolitical situation, where the full-scale war in neighbouring Ukraine affected the sentiment of some market participants, but at the same time drove increased investment in defence and dual-use technology. Interest rates weakened the activity in some areas of the real estate sector, which, however, is making a comeback in 2026.

After a slightly slower 2024 and 2025, 2026 is showing a more promising outlook, with stronger activity across the sectors and market participants. It is expected that in addition to the focus on defence, infrastructure will also show strong performance, thanks to among others the unlocked European Union funds, which will be spent in the coming months.

Poland continues to see strong international investor interest, as it is predicted to be the fastest-growing large European economy in the next few years.

Energy transition, which requires major investment in renewable energy, gas and most notably nuclear power generation, as well as development of the grid, may play a significant role in keeping transactional activity strong.

Public M&A activity is supervised by the Polish Financial Supervision Commission, which is the government regulatory body overseeing, among others, the capital markets in Poland involved in all stages of a tender offer.

Subject to certain de minimis rules, almost all deals are subject to merger control applied either at the national level by the Polish office for the protection of competition and consumers or at the European Union level by the European commission.

The Polish ministry of finance and economy is in charge of foreign direct investment screening, which applies to investors from outside the European Economic Area (EEA) and Organisation for Economic Co-operation and Development (OECD). The current Polish regime is one of the most relaxed in Europe. However, this is bound to change as the European Union pushes to harmonize and bolster minimum standards of foreign direct investment (FDI) control across the market.

Cash is the most common type of consideration in Polish M&A deals. Private deals may also include various types of earn-out arrangements. Shares are much less common, also in public transactions. We do, however, see shares as consideration in specific types of deals, especially in the PE/VC space, when the selling shareholders are required to reinvest some or all of the proceeds in the top company of the group.

The usual scope of due diligence includes financial, legal, tax, and often operational, technical, human resources (HR) and environmental work streams. ESG (Environmental, Social, Governance) and compliance may also be subject to due diligence in case institutions, public companies or U.S. investors are involved.

The most typical concerns about the scope of disclosure are insider information (in case of public companies), as well as commercial secrets and competition law restrictions. Data protection and confidentiality rules also need to be observed but typically pose fewer issues in typical M&A due diligence processes.

Warranty and indemnity insurance has been gaining popularity during the last decade, and currently it is used in most transactions. The reasons behind this are the expectations for clean exit from both private equities and founded selling businesses in Poland.

While W&I insurance adds an additional work stream to the transaction and impacts on the scope and form of due diligence, it usually expedites discussions regarding warranties and liability regimes, which helps in closing deals.

Recently, foreign direct investment control has been the most often-discussed review mechanism applicable specifically to foreign investment. The current FDI regime in Poland is among the most investor-friendly in Europe, with broad exemptions for EEA and OECD investors. This, however, is likely to change in the near future, as the European Union is pushing for improved and harmonized foreign direct investment scrutiny across Europe.

There are also specific controls applicable to foreign investors, for example, acquiring real estate or companies owning real property in Poland.

To sum up, while the Polish market is very investor friendly, foreign investors may in certain cases face investment controls.

Polish law provides for disclosure of significant holdings of shares. A shareholder is required to inform about any acquisition or disposal of shares that results in the crossing of the following vote percentage thresholds: 5%, 10%, 15%, 20%, 25%, 33%, 33.33%, 50%, 75% and 90%. Additionally, for shareholders holding 10% or more votes, any change of 2% or more needs to be disclosed.

In addition to that, in case of acquiring shares entitled to votes exceeding (directly or indirectly) 50% of all votes at the general assembly of the target company, a mandatory tender offer will be triggered. The intention to launch an offer is notified to the Polish Financial Supervision Commission and later announced to the market.

Polish law envisages two types of tender offers:

• a voluntary; and
• a compulsory that is triggered in case of acquiring shares entitled to votes exceeding (directly or indirectly) 50% of all votes at the general assembly of the target company.

There are various models in which either of those tender offers are applied. For the sake of simplicity, we discuss only a voluntary tender offer scenario.

The voluntary tender offer may be made subject to a very narrow set of precisely defined conditions, which may include:

• regulatory approvals; and also
• adoption of certain resolutions by the governing bodies of the target company; or
• conclusion of a certain agreement by the target company.

There is also the possibility of including a minimum acceptance threshold in a tender offer. The threshold condition may allow the bidder to waive it and decide to acquire the shares even if the threshold has not been reached. The minimum number of shares stated in such tender offer, along with the number of shares held by the bidder, may not account for more than 50% of the total number of votes at the general assembly of the target.

In the period between notifying the tender offer and ending the subscription period, the bidder (and certain other entities) may acquire the shares of the target company exclusively under that tender offer and in the manner set out therein. In that period the bidder may not acquire any shares of the target or conclude contracts that could provide for the duty for them to transfer such shares.

If a competing unconditional offer for 100% of the target company with a higher price is announced, the original bidder may choose to revoke its offer. In other cases, it is not possible to cancel or revoke the offer. As a practical term, in case of public M&A agreements concluded with the main shareholders of the public company in preparation of the offer, it is also possible to include the right of the selling shareholder to accept a higher offer if a third party launches a competing bid.

In case of mandatory tender offers, minimum price requirements apply. Additionally, Polish capital markets law provides for squeeze-out and sell-out rights, which are activated when the leading shareholder or shareholders reach the threshold of shareholdings giving 95% of votes at the general meeting of the target.

Disputes in M&A transactions are typically resolved either by Polish public courts or by domestic or international arbitration. Some investors tend to favour arbitration due to a quicker and less formal process that is under the control of the parties, but clauses referring disputes to public courts are still commonly seen.

The vast majority of transactions concerning Polish law targets are documented under Polish law. In a limited number of cases, especially of high-value transactions and international financial sponsors, English law may also be chosen by the parties. Foreign law is often chosen for deals spanning multiple jurisdictions, where the Polish target constitutes only a part of the deal.

Technology-related transactions, also involving fintech and AI, constitute a significant part of the market in Poland, and targets from those sectors are usually sought after. There is also increased activity involving data centres in Poland, which is expected to continue in the near future.

In addition to the above, three aspects are especially worth noting.

Firstly, we see increased use of private debt in various types of transactions in the Polish market. This is provided by international funds, and, to a limited extent, also by domestic Polish players.

Secondly, the desire of the current owners who often founded their businesses 30 or more years ago remains a strong driver for M&A activity and supply of interesting targets.

Thirdly, while until recently Polish companies mainly sought to expand via M&A in the domestic market, in recent years we see an increased interest from local players in pursuing M&A opportunities outside of Poland, mainly in Europe but also beyond. We expect this trend to continue and increase.