Acquisition of a Company in Restructuring: From Risk Analysis to Controlling Stake – Case Study

We recently completed an M&A transaction in which our client acquired a controlling stake in an enterprise from a regulated industry that was undergoing restructuring.

Client Situation

In the first half of 2025, we conducted a complex investment transaction. Our client, a company from the commercial sector, decided to invest in an enterprise operating in a regulated market that was in a difficult situation and undergoing restructuring.

The target company, together with its sole shareholder, was subject to restructuring proceedings. Despite financial difficulties, the enterprise possessed valuable assets: licenses and permits necessary to conduct business operations, as well as ownership of industrial real estate where production was carried out.

The client recognized the potential for business synergy; however, the transaction required a comprehensive legal approach due to:

• Ongoing restructuring proceedings
• Significant company debt
• The need to obtain consent from the court supervisor
• Complex ownership and management structure

Our Actions

We developed and implemented a multi-stage investment strategy, the key elements of which included:

1. Preparation of a comprehensive investment agreement regulating relations between the investor and the existing owners.
2. Ensuring investment security through:
   • Purchase of receivables from the company’s main creditor
   • Introduction of control mechanisms regarding company management
3. Preparation of a strategy for gradual acquisition of shares in the increased share capital of the company, leading to the investor obtaining a controlling stake.
4. Creation of new corporate governance.

Results for the Client

Thanks to our legal assistance, the client:

1. Secured their investment against potential claims and risks arising from the company’s difficult financial situation.
2. Gained control over a valuable enterprise possessing assets that would have required years of effort to build independently and likely significantly higher expenditures.
3. Obtained a mechanism for controlled increase of equity stakes adjusted to the progress of restructuring.
4. Implemented operational mechanisms enabling effective business cooperation.
5. Saved a valuable enterprise from liquidation, preserving jobs and valuable intangible assets (including licenses and permits).

The project was carried out by experienced lawyers from the transactions department: legal counsel Krzysztof Słupiński and legal counsel Amadeusz Stypka, specializing in comprehensive M&A transactions.

The transaction represented a unique legal challenge due to the combination of:

• Restructuring proceedings
• Complex investment structure encompassing equity and debt elements
• The need to obtain consent from the court supervisor
• Specific regulations of the market in which the company operated
• Strong pressure from creditors who demanded swift action
• Short time to prepare and execute the transaction, which had to be designed, negotiated, and implemented in just a few weeks

The success of the transaction required developing legal mechanisms that simultaneously met the expectations of the court supervisor, secured the rights of existing shareholders, and gave the investor real operational control over the company.

Want to Learn More?

If you are planning a similar transaction or need support with equity investments, enterprise acquisitions, or legal services for complex projects, we invite you to contact us. We will ensure the security of your interests and successfully execute even the most demanding transactions.