Investments in renewable energies From Due Diligence to Closing – how to safely buy and sell wind projects in Poland

In transactions involving wind projects, the purchase price is only one element of the project’s value. Equally important are the land rights, the quality of administrative decisions, the grid connection status, the completeness of the documentation and the allocation of risk if the project does not reach the expected stage of development.

A well-prepared transaction therefore requires not only agreement on the price, but also the right transaction structure, thorough Due Diligence, a properly drafted SPA and a precise transition from Signing to Closing.

Share Deal or Asset Deal?

The first decision concerns the transaction structure.

In a Share Deal, the buyer acquires the shares in the project company. The company remains party to its contracts, owner of its assets and holder of the rights arising from administrative decisions and grid connection agreements. At the same time, however, the buyer also takes over the company’s history, liabilities and potential risks.

In an Asset Deal, the buyer acquires specific assets or rights. This may limit the assumption of historical liabilities, but requires verification of whether the individual elements of the project – such as land rights, agreements, documentation or administrative decisions – can be effectively transferred.

The choice of structure should be based on a legal, tax and financial analysis as well as on the specific characteristics of the project.

Due Diligence – a test of the project’s real value

Due Diligence should primarily answer one question: whether the buyer is acquiring a project that can actually be constructed and become operational.

The review usually covers, among other things:

• land rights for turbines, roads, cables and other infrastructure;
• spatial planning and environmental decisions;
• grid connection conditions and the grid connection agreement;
• permits and other administrative decisions;
• key project agreements;
• technical documentation;
• financing and security interests;
• disputes, potential claims and regulatory risks.

What matters most, however, is not the report itself, but translating the findings into transaction decisions. A risk may need to be remedied before Closing, reflected in the purchase price, covered by additional protection in the SPA or, in an extreme case, lead to withdrawal from the transaction.

The seller should also prepare the project for Due Diligence. A well-organised data room, complete agreements and the prior correction of obvious deficiencies may significantly shorten the process and reduce pressure from the buyer on the purchase price.

SPA as a tool for allocating risk

An SPA – Share Purchase Agreement – is not merely a document transferring shares. In a wind project transaction, it primarily serves to allocate risk between the seller and the buyer.

It regulates, among other things, the purchase price and price adjustments, payment terms, the seller’s representations and warranties, liability for their breach, indemnities relating to identified risks and the rules for operating the project between Signing and Closing.

In project transactions, part of the purchase price may also be linked to achieving specific milestones, for example obtaining certain permits, securing land rights or achieving RTB status.

Conditions Precedent – what must happen before Closing?

Signing is often followed by an interim period. The transaction is only completed once the agreed Conditions Precedent have been satisfied.

These may include, among other things, obtaining corporate or regulatory approvals, bank or counterparty consents, release of security interests, confirmation of land rights, remediation of deficiencies identified during Due Diligence or maintaining the validity of key permits and rights.

Each condition should clearly specify who is responsible for satisfying it, by when it must be satisfied, how satisfaction will be evidenced and what the consequences of non-satisfaction will be.

Signing is not Closing

Signing means execution of the agreement. Closing means performance of the transaction and the actual transfer of control over the project.

Several weeks or months may pass between these stages. The SPA should therefore define how the seller may operate the project during this period and which actions require the buyer’s consent.

Closing itself usually includes the transfer of shares or assets, payment of the purchase price, changes in the company’s corporate bodies, release of security interests, handover of documentation and completion of the other actions agreed in the SPA.

How do we support wind project transactions?

We advise investors, management boards and sellers throughout the entire transaction process – from selecting the transaction structure, through Due Diligence and SPA negotiations, to the satisfaction of Conditions Precedent and Closing.

We also coordinate cooperation with technical, tax and financial advisers and translate the results of their analyses into the transaction documentation.

The objective is not merely to sign an agreement. A well-prepared transaction should result in the buyer knowing exactly what it is acquiring, the seller understanding the scope of its liability and both parties knowing which actions must be completed before control over the project is transferred.

Would you like to learn more about grid connections?

Meet us at Windenergietage 2026. On 11 November 2026, from 3:00 p.m. to 6:00 p.m., Justyna Loretańska, Henning von Zanthier and Jakub Wysocki will be available to answer your questions at our thematic table:

“Polish wind energy: legal, tax and market-entry considerations for German investors”

We will be pleased to discuss the acquisition and development of wind energy projects, greenfield investments, repowering, joint ventures, and the legal and tax framework for investing in Poland.