Are share deals still worthwhile? The new reality of M&A in 2026

The choice of transaction structure in commercial property transactions is increasingly rarely reduced to a simple comparison of tax burdens. In the context of 2026, this decision is multifaceted and requires consideration of growing legal, regulatory and financial risks. In the commercial property market in Poland, the share deal has become the default structure. Tax advisers present the calculation: 0.5 per cent PCC versus 2 per cent PCC or 23 per cent VAT. Investors look at the figures, the legal department accepts the structure and proceeds with the transaction. Meanwhile, in 2026, this ‘saving’ is increasingly proving to be illusory. Historical risk is mounting. Special-purpose companies established before 2020 have already weathered four legislative changes to VAT on property, several amendments to the Building Act and — from mid-2026 — the prospect of entries in the short-term letting register and the reorganisation of cooperative land holdings. The five-year tax limitation period (Article 70(1) of the Tax Ordinance) begins at the end of the calendar year in which the tax payment deadline (corporation tax or VAT) expired, rather than from the ‘exact’ date of purchase of the shares. Due diligence bridges the gap. A full corporate due diligence of a special purpose vehicle (SPV) now costs a comparable amount to property due diligence in an asset deal. The tax benefit is reduced by the costs of advisers, escrow and an extended W&I (Warranty & Indemnity) period. Banks recognise this. In transaction financing, banks are showing increasing caution when granting loans secured against shares — covenants and liability covenants