Mergers, acquisitions and VC rounds are processes where every detail matters. Errors in due diligence, SPA documentation or tax structuring can cost millions and block the transaction. At Destrier, we guide clients through the entire transaction cycle – from preparing the company for sale (vendor assist), through comprehensive due diligence, negotiations and protections in the SPA, all the way to closing and integration. We combine legal, tax and financial expertise to ensure your transaction is fast, secure and predictable.

We support founders and investors in exits from technology companies, helping optimise the structure before sale, secure IP, settle ESOPs and negotiate with VC and PE funds. Our experience covers both domestic and cross‑border transactions, enabling us to maximise exit value and minimise risks.

When to Involve Us (and What You Gain)

M&A, VC and PE processes require precise coordination between lawyers, tax advisors and accountants. The earlier you involve us, the smoother the transaction will run and the better the terms you can negotiate.

If you are planning to sell your company, we help prepare it through vendor assist – organising documentation and building the data room. If you are buying or investing, we conduct due diligence and design tax structures. In VC rounds, we advise on SAFE, ASA and SPA, organise the cap table and implement ESOPs. After closing, we handle integration – making changes in the National Court Register (KRS), implementing new governance rules and overseeing tax settlements to ensure a seamless transition to the operational phase.

Scope of Services

We handle M&A, VC and PE transactions comprehensively – from initial analysis to integration. By combining legal, tax and financial competencies, you avoid the need to coordinate multiple advisors.

Due Diligence (legal/financial/tax)

We conduct legal, financial and tax analyses, identify red flags and assess their impact on price. We translate findings into recommendations for the SPA.

Documentation

We prepare the term sheet, SPA/SSA, SHA, W&I policies, escrow agreements and conditions precedent.

Tax Structures and Financing

We design structures considering WHT, debt push‑down and earn‑out mechanisms.

Post‑Closing and Integration

We coordinate filings with the National Court Register (KRS), organise corporate documentation and implement new governance rules.

M&A Process Step by Step

1. Preparation – vendor assist, data room
2. Due diligence – analyses and red flags
3. Document negotiation – term sheet, SPA, SHA
4. Financing and tax – models and protections
5. Closing – signing and settlement
6. Post‑closing – integration and governance

Benefits

Thanks to our experience in M&A transactions, we shorten the process and reduce discount pressure. We negotiate SPA protections tailored to risks identified in due diligence. We deliver a predictable action timeline.

Common Mistakes

Underestimating due diligence leads to surprises during SPA negotiations. Poor document control causes delays. Lack of a post‑closing plan results in operational chaos. We help you avoid each of these scenarios.