A leading European pharmaceutical company entered a private equity exit process in the United States. The deal was complex, cross-border, and already partially structured before US counsel was involved. We stepped in to secure the client’s position, navigate negotiations, and ensure the final structure aligned with both US standards and European expectations.
Industry
Pharmaceuticals / Biotech
Stage
Mature enterprise
Geography
Poland → United State
How it works
Challenge
The client was executing a private equity exit of a US-based entity — a process involving complex deal structures, tax considerations, and governance implications. The transaction became even more challenging because key commercial terms had already been agreed upon before US legal counsel was engaged. This limited the ability to renegotiate core deal elements and required working within existing constraints. Additionally, differences between US private equity practices and European expectations created friction, particularly around risk tolerance, governance, and long-term protections.
01
What was at stake
protection of financial and governance interests
long-term position in the company post-exit
exposure to unfavorable deal terms
successful execution of a high-value transaction
02
Key pain points
term sheet already signed without US counsel
limited flexibility to renegotiate headline terms
lack of familiarity with US private equity structures
high sensitivity to legal and financial risk
cultural gap in risk perception (EU vs. US approach)
How it works
Solution
We stepped into an already advanced transaction and focused on improving the structure within existing constraints. By navigating negotiations, aligning expectations, and adapting US private equity mechanisms to European needs, we secured a more balanced and protective outcome for the client.
How it works
Our approach
Book an appointment
01
Diagnose the constraints
review of signed term sheet and agreed commercial terms
identification of structural risks and unfavorable provisions
mapping what could still be renegotiated
02
Rebuild the structure
adjustment of governance and control mechanisms
alignment of US PE structures with client expectations
mitigation of legal and financial risks across scenarios
03
Negotiate & secure position
negotiations with private equity counterparties
coordination with multiple law firms involved
ensuring protection of client’s ongoing interests
who we help
What we delivered
01
Minority position protection
Goal: ensure continued participation and upside post-exit
02
Governance safeguards
Goal: reduce exposure to unfavorable decision-making structures
03
Risk mitigation mechanisms
Goal: address edge-case scenarios important to the client
04
Cross-border structural alignment
Goal: adapt US PE logic to European expectations
05
Post-transaction positioning
Goal: allow continued involvement in the business
How it works
Result
The client successfully completed the private equity transaction while securing a protected minority position and improved governance terms. Despite entering the process at a late stage, the final structure better aligned with the client’s long-term interests and risk expectations. The deal demonstrates how even constrained transactions can be optimized with the right cross-border expertise and negotiation strategy.
How it works
Result
$10M+ transaction contex
High-value private equity deal (exact figures not disclosed
Multi-month0negotiation
Complex, multi-party transaction process