Korporacyjna Racja Stanu
Security

How to check if the competition plans a hostile takeover

By Marek Jastrzębski, Managing Partner·February 10, 2025·7 min read

Last year, we analyzed 14 cases where Polish company owners felt a sudden, strange resistance in the market. This is not always a coincidence. A hostile takeover starts quietly, by testing your patience and wallet resources.

Sudden interest in your shares

The first signal is usually a phone call from someone you don't know. This could be a supposed investment advisor or a broker offering to buy out 12% or 18% of the shares in your company. Such people rarely say directly whom they represent. They often throw amounts around designed to lull your vigilance. Numbers don't lie – if someone wants to buy a minority block without a clear development plan, they are usually looking for a way into the board through the back door.

At Korporacyjna Racja Stanu, we have seen such situations in 47 of our clients over the last 8 years. The method is simple: buy a little, start blocking resolutions, and then force you to sell the rest at an undervalued price. If you get such an inquiry, check that person's National Court Register entry carefully. Often it will turn out that they have links to your biggest competitor from a neighboring city.

If foreign capital knocks on the door and only wants a small piece of the company, watch the whole thing. Security first.
Sudden interest in your shares

Strange phone calls to your key people

Competition planning a takeover rarely attacks only documents. More often it hits the people who keep your business upright. Pay attention if your head accountant or production manager suddenly got 3 job offers in one week. It's not about ordinary recruitment. This is an attempt to take out the foundations so the building collapses by itself. We protect your capital, so you must know that such 'headhunters' pay for information about your weak points.

One of our clients from Wroclaw lost 2 key engineers in March 2024. A month later he received a buyout offer for the company at 60% of its real value. This was not a coincidence. The competitor knew that without these people, execution times would drop by 31%. Such actions aim to cause panic in the owner. When you feel you're losing control over the staff, you sign unfavorable agreements more easily.

Analysis of your debts by third parties

Aggressive companies often buy up your liabilities. If you have a working capital loan or are late with payment to a supplier by 3,200 PLN, a competitor can use this. Taking over debts is the shortest way to business blackmail. Instead of waiting for a bailiff, you get a proposal: give up your shares, and we will forget about the debt. This is a brutal game where there is no room for pleasantries.

Regularly check who is asking about your financial situation in economic information bureaus. If within 14 days you record 5 such inquiries from entities unrelated to your orders, it's time to react. At Korporacyjna Racja Stanu, we help tighten these information channels. Remember that knowledge of your temporary liquidity problems is the strongest weapon in the hands of an opponent.

Debt is a leash on which the competition wants to lead you out of your own office.
Analysis of your debts by third parties

How to react within 48 hours

When you notice these signals, don't wait for events to unfold. The first step is an internal audit. You must know where you have gaps in company agreements. Often changing one provision about the right of first refusal for shares blocks a hostile takeover for years. These are specific actions that save a lifetime's work. You don't need big consultations, just quick decisions at the notary.

We usually respond to such reports within 4-6 business hours. We prepare a plan that cuts off the flow of information to the competition. It's also worth talking openly with the team about poaching attempts. Honesty within the company is often the best shield. If your people know what's brewing, they are less likely to get caught by a competitor's promises. Company stability in a crisis depends on how quickly you close the gaps in the fence.