Running a company can sometimes lead to the need to merge with another company, and thus the so-called merger. What does the merger of enterprises in Poland look like? In which cases may the merger take place?
Regulation of rules and style of counteracting practices restricting competition and practices violating collective interests of clients, as well as anti-competitive concentrations of investors and their associations, if these practices or concentrations cause or may cause effects on the territory of the Republic of Poland, was precisely included in the Act of February 16, 2007 on competition and consumer protection.
The participants of the merger may be companies that are completely different in terms of the management system, organizational culture, or value methods, which is why the success of such an operation depends on how effectively they can connect to each other.
The merger is usually performed in stages. The initial step is to make a full connection – it includes the selection of the company’s development strategy. It is necessary to show specific directions and the central schedule that will be pursued during the merger. The next step is the negotiation step, within which the verification of the purchased enterprise is created, the selection of the technique of financing the transaction and the sources of obtaining the fund. The last step is the integration step, where there is room to implement previously created projects and deeper their examination in practice. Consolidation of two or more enterprises as part of a merger is a difficult task that requires undertaking actions in many elements of these companies’ operations.
When merging companies through acquisition, it is necessary to take a series of activities, which are divided into three phases: the managerial phase, the ownership phase and the registration phase. The division into phases is of significant importance for capital companies, which are characterized by a management body (management board) and an ownership body (shareholders’ meeting or general meeting) between which the managerial and owner phase activities are divided, whereas in the personal companies the managerial phase activities are performed by the managing partners matters of the company, while the ownership phase activities – all partners. In the managerial phase, the management boards of the merging companies agree and create a merger schedule and a statement justifying the legal and economic elements of the merger. The connection plan specifies, among others the method of merger, shows the merging companies and the ratio of share changes, and in the case of a merger per union, the system of the newly established company is also indicated. Then, the merger schedule must be submitted to the registry court of the merging companies together with an application for the appointment of an auditor who will check the merger schedule in terms of correctness and reliability. The merger schedule must be announced at the same time in Monitor Sądowy i Gospodarczy. The intention to merge requires a double notification of shareholders or shareholders of the merging companies. the date of the shareholders’ meeting or general meeting at which the merger resolutions will be adopted, and the date of becoming acquainted with the connection documents.