Covenants | Poland | Global Private M&A Guide - Limited External Content

Is a noncompete common?

Frequency/market practice: A noncompete is fairly common.

Is it common to use waterfall or blue pencil methods to interpret contractual provisions?

Frequency/market practice: Blue pencil provisions are common. Waterfall provisions are not so common.

Are nonsolicitation provisions (of employees) common?

Frequency/market practice: Fairly common (in conjunction with a noncompete).

Are nonsolicitation provisions (of customers) common?

Frequency/market practice: Fairly common (in conjunction with a noncompete).

Are seller restrictions usually imposed on the target business between signing the purchase agreement and closing?

Frequency/market practice: Fairly common; interim period covenants are quite common, especially if the locked box mechanism is applied.

Is there broad access to books, records and management between signing and closing?

Frequency/market practice: Fairly common; there are competition law issues around potential "gun-jumping".

Is it common to update warranty disclosure or notify of possible breach?

Frequency/market practice: Fairly common; it is common to update warranty disclosures. There are usually no consequences as long as updates in relation to the period between signing and closing do not result in MAE.

Global Private M&A Guide - Limited External Content

Poland

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