Corporate/M&A & Tax

Throughout our practice we have assisted over 500 companies, dealing with such matters as:

• company incorporation and liquidation
• formation of branches and representative offices
• registration of foundations and associations
• company secretarial services (coordination of shareholders meetings, or management and supervisory boards)
• registration of new data in the company register
• preparation of due diligence reports
• M&A transactions, including share deals and asset deals
• comprehensive advice in respect of corporate issues

Our corporate lawyers work on a daily basis with tax lawyers in respect of optimizing the company structures both in Poland and internationally.

We have advised clients across a number of industries, from fintech and banking to manufacturing (e.g. silicone, wire, plastics, valves for water systems), services (IT, medical), retail (automotive, fashion) to agriculture.

Our advice often includes the questions of wealth management.

SHELF COMPANIES & VIRTUAL OFFICE

We provide ready-made companies that are properly incorporated, have a registered office, a bank account and an accountant. Available off-the-shelf, we guarantee that they have no history and therefore are entirely safe to commence your business. Naturally, we can always set up a company according to individual requirements, it will just take a little extra time.
We also provide back office services, such as keeping a registered office or opening bank accounts, as well as company secretarial, e.g. in respect of:

• annual General Meetings
• appointment and removal of Directors
• Powers of Attorney required to sign various documents
• increase of share capital)
• sale of shares
• filing of documents with the registry, tax office, etc.
• providing apostilles and legalization of documents.

For your understanding, ‘shelf companies’ are companies, which are already registered, or approved for immediate registration. Upon taking over a shelf company, you will receive the entire corporate documentation of the company. At a request we can ‘customize’ the company, e.g. we can change the company name, the Board of Directors, registered office, objects of activity etc.
Thanks to our relationships with law firms throughout the world, we can provide such companies in various jurisdictions, including off-shore.

Employment

As part of our employment practice we provide advice and assistance with regard to labour law, for example:

• prepare employment contracts
• draft non-competition agreements
• prepare work regulations, compensation schemes, health and safety regulations and other employment documentation
• conduct audits with regard to company employment standards, including personal data processing procedures
• provide advice and assistance in case of termination of employment, in particular we help in negotiations with executive staff
• provide advice and assist in negotiations in disputes with trade unions, including with regard to redundancies
• represent both employers and employees in negotiations and in litigation concerning employment claims, such as overtime, mobbing and other.

We also help foreigners with regard to work and residence permits.

Real Estate & Investment Projects

Our core practice revolves around advice for Shopping Malls, including investment planning, administration and commercialization – we have drafted or reviewed over 3000 lease agreements!

• We also deal with:
• acquisition and sale of commercial and industrial real property (conveyancing)
• due diligence concerning real properties
• M&A projects involving real property
• investment advice, both in greenfield and brownfield projects
• escrow agreements
• assisting venture capital projects

We offer both strategic advice and assistance in every phase of the investment process. On this account we have advised both property developers and customers purchasing real property.

Fintech, Banking & Finance

Most recently, our core practice revolves around cryptocurrencies and ICOs. Our lawyers were able to develop their innovative expertise thanks to their earlier experience in banking and finance. Our fields of assistance include:

• advice at the outset of investment projects,
• opining on credit facilities
• drafting credit and loan agreements
• coordinating the issue of commercial bonds
• tax planning
• negotiating contract terms
• preparation of banking retail products – drafting regulations and other documentation
• representing banks in litigation with customers
• assistance throughout corporate banking transactions, including credit facilities and collaterals
• bancassurance
• mutual funds distribution contracts
• preparing ICO regulations
• advising on blockchain-based smart contracts

We have a long-term agreement for our services with one of the leading banks, part of the world’s largest banking structures.

The Firm also assists companies issuing bonds, commercial papers or preparing IPOs on the Warsaw Stock Exchange.

Negotiation & Dispute Resolution

We negotiate all the time:

• discussing terms of all kind of contracts
• in the court room
• among shareholders and business partners
• fighting for damages and compensation with insurers, whether in Poland or abroad

We believe it makes a lot of sense for the Clients, which is why we have studied various techniques and have developed our own methods.

When it comes to litigation, we have dealt with all sorts:

• down-to-earth stuff, such as debt collection
• corporate rope-pulling type of conflicts
• complex litigation involving numerous expert witnesses, whether in IP, construction, competition, international sale of goods, corporate disputes, medical negligence or banking
• libel, including against the press
• arbitration
• representing clients before the Supreme Court and the Constitutional Tribunal, including in some landmark cases.

We take pride in being able to help Clients make a choice between an amicable solution and issuing court proceedings. In accordance with our philosophy, we always try to use all possible methods of securing our Clients’ interests without the need to bear the costs and run risks connected with litigation.

Most recently we have advised clients working in such areas as road construction, property development, food industry, logistics and medical services. In litigation, we often represent construction companies in disputes against the Government or private individuals against insurers.

Insurance & Personal Injury

We often assist in negotiations and proceedings regarding insurance claims. Our expertise includes:

• successful negotiation with insurance companies
• advice to English courts in respect of heads of loss under Polish law (serving as expert witness)
• drafting out-of-court settlements
• representing clients in litigation against insurers, including internationally

Family Office

We help to protect family assets by creating appropriate schemes both in Poland and abroad, using corporate structures, funds and trusts.

We also help to optimize division or liquidation of assets from the tax point of view.