POLAND Law and Practice Contributed by: Agnieszka Janicka, Krzysztof Hajdamowicz and Jarosław Lorenc, Clifford Chance LLP
2.5 Labour Law Regulations Depending on whether a transaction is an asset deal or a share deal, different legal provisions should be taken into account. Generally, in the event of an asset deal the transaction may trigger a transfer of the employment undertaking to the new employer, which occurs automatically once the relevant criteria are met. For a share deal, the focus should be on compliance with the employment regulations by the target com - pany. A share deal or asset deal transaction does not give employees the power to block it. In certain situations, however, information and/or consultation obligations may arise. 2.6 National Security Review Acquisitions of certain Polish companies in various strategic sectors such as energy, chemicals and tel - ecommunications, regardless of the investor’s country of origin, require notification to the competent govern - mental authority, which may block the acquisition by objecting to the proposed transaction. The list of companies protected by this regime has been relatively stable for many years, though in late 2024 and early 2025 the list has been significantly extended to include, among others, key private TV stations and telecommunications companies. While following the additions the list is still fairly short and comprises 24 companies, potential investors in com - panies in strategic sectors need to bear in mind that the government is free to add any entity in these sec - tors to the list at any point in time. In the case of a failure to comply with these obliga - tions, any unlawful material acquisition is null and void. Secondly, it is punishable with a fine of up to PLN100 million (approximately EUR22 million) and/or imprisonment of between six months and five years. In addition, in some regulated industries the regula - tors may revoke licences for state security reasons and in some instances, upon a change of control or other material change in the shareholding, the relevant
regulator needs to be notified, so the regulator may effectively intervene if it finds the new owner unac - ceptable. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The number of cases relating to M&A transactions in Poland is relatively low and during the past three years there do not seem to have been any significant M&A cases or legal developments that have materially impacted M&A. 3.2 Significant Changes to Takeover Law There have been no significant changes to takeover law in the past 12 months. The latest far-reaching change took place in May 2022. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies A prospective bidder will generally be free to stake - build. This means they will generally be free to acquire shares directly or indirectly through a special-purpose vehicle prior to the announcement of the tender offer. However, if, as a result of the stakebuilding, a 50% threshold is exceeded, the bidder will be required to announce an unconditional, mandatory tender offer. When deciding to stakebuild prior to the announce - ment of a tender offer, it should also be taken into account that the acquisition of a controlling stake (in practice, even a stake of approximately 30% might prove to be controlling in a public company) usu - ally requires obtaining prior anti-monopoly clearance and/or other regulatory clearances (eg, foreign direct investment). Additionally, it should be considered that the price paid for shares acquired both directly and indirectly within 12 months prior to the announcement of the tender offer must be taken into account when setting the minimum tender offer price.
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