When ownership changes are planned, legal audit is very important and, together with a tax and financial audit, is an essential prerequisite for any successful transaction. We carry out versatile legal audits aimed at identifying and quantifying existing or potential transaction risks. We prepare detailed reports enabling proper estimation of identified irregularities, accurate planning of business transactions, and thus their successful completion.
BANKING AND FINANCES
We provide legal services to banks, loan providers and their clients in all types of credit, loan and investment activities. We support the departments of financing, restructuring, debt collection and private banking of leading banks. We prepare legal opinions for banking transactions, draft internal organisational regulations, loan documentation and related security documentation. We support managerial buyouts financed by a bank loan. We assist banks with the restructuring of loans, including foreign export credits insured by the export credit insurance corporation KUKE established by the government institutions to support the export activities of Polish entrepreneurs.
INVESTMENT FUNDS, PRIVATE EQUITY AND VENTURE CAPITAL
We help our clients with incorporation from the start, and these include fund management companies, open and closed investment funds, alternative investment companies and alternative investment management companies as well as providing all types of legal services for them. We also advise corporate entities on making private equity investments, including venture capital. We have extensive experience in acting on behalf of clients with Power of Attorney in administrative proceedings before the Polish Financial Supervision Authority. We also support business entities who are being acquired by investment funds and companies.
MERGERS AND ACQUISITIONS
We have a broad experience in mergers and acquisitions, including public companies and management buy-outs. We advise and represent clients in transactions involving share transfers, all rights and obligations, sale of enterprises, and company mergers, divisions and takeovers. Our services are dedicated to both sellers and buyers.
WSE TRADING ON THE NEW CONNECT MARKET
We have been a WSE Authorised Adviser for the NewConnect market since its launch in 2007. NewConnect has the status of an organised market, which is run by the Warsaw Stock Exchange in addition to the main market in the formula of an alternative trading system. It is meant for small and medium-sized developing companies from various industries. It is also a proposal for stock investors accepting increased risk in exchange for a potentially high return on stock exchange investment. We are a leader in this area with regard to other law firms with the status of an authorised adviser. Our broad experience guarantees a pre-float preparation and a listing process itself, on-going support for issuers in the fulfilment of information disclosure requirements of a public company and representation of issuers on the basis of a Power of Attorney before the Warsaw Stock Exchange, the National Depository of Securities and the Financial Supervision Authority. The above also applies to international issuers. We also provide advice to issuers on the purchase of their own shares, calls for the sale of shares aimed at the withdrawal of shares from stock exchange trading and proceedings regarding the rematerialization of shares and the delisting of shares from trading on the NewConnect market.
WSE TRADING ON THE MAIN MARKET
We have been a WSE IPO Partner for SMEs since 2013. Our experience guarantees to make issuers ready for their debut on the Warsaw Stock Exchange or for their secondary public offering and ensures efficient cooperation with other issuer's advisers when preparing a prospectus or an equivalent document enabling the stock to be traded on the main market of the Warsaw Stock Exchange, on-going support for issuers in the fulfilment of information disclosure requirements of a public company and representation of issuers on the basis of a Power of Attorney before the Warsaw Stock Exchange, the National Depository of Securities and the Financial Supervision Authority. The above applies also to international issuers, in particular when their shares of the same class have already been admitted to parallel stock exchange trading on other regulated markets of the European Union (dual listing). We also provide advice on the purchase of own shares by issuers, calls for the sale of shares aimed at the withdrawal of shares from stock exchange trading and proceedings regarding the rematerialization of shares and the delisting of shares from trading on the main market.
We help draw up a legal framework for development projects (obtaining project financing, investment and construction process, sale of facilities constructed, and negotiations with lessees). We assist in matters related to the creation and registration of a collateral over real estate and transactions regarding the transfer of property ownership as collateral. We carry out legal audits on real estate.
PRIVATE AND PUBLIC OFFERING OF SECURITIES
We have extensive experience in the preparation of all types of bidding documents on corporate bonds, shares, pre-emptive rights or rights to shares offered in private placements or in public offerings. Public offerings of securities are generally carried out in compliance with the strict rules for preparation, review, approval and publication of a prospectus or other equivalent document. We therefore represent, in an administrative proceeding before the Financial Supervision Commission, public and private companies, including international ones, which wish to make a public offering of their securities (IPO or SPO) on the territory of the Republic of Poland. We can also draw up a legal framework for public offerings of securities in reliance on the prospectus exemption, i.e. without having to prepare, review, approve and publish a prospectus or other equivalent document.
We have experience and help draw up a legal framework for optimal tax solutions in the areas of personal income tax (PIT), corporate income tax (CIT), tax on goods and services (VAT) and tax on civil law transactions (TCLT).
LEGAL REPRESENTATION IN PROCEEDINGS
We provide professional representation services in the field of civil law, administrative law, labour law and criminal law in proceedings before common courts for all instances, administrative courts for all instances, the Supreme Court, as well as before arbitration courts. The above also applies to security, enforcement and anti-enforcement actions. Criminal law is dealt with only with regard to commercial crimes and commercial offences.
COMPANIES AND OTHER UNDERTAKINGS
We advise on current corporate and commercial matters for both public and private companies. We help to set up companies in all legal forms, their branches and representative offices in the European Union, as well as liquidate them. We draft statutes, regulations, procedures, resolutions and other documentation regarding the creation, organisation, operation, dissolution, merger, division, transformation and corporate governance of companies. We prepare legal opinions. We also provide full support to a company’s management. The above services apply equally to foundations and associations conducting business. We conduct court and administrative proceedings in all cases, particularly in disputes. We also advise on the transformation of companies into European companies and on the cross-border merger of companies based in the European Union.
We give advice on antitrust provisions and competitive practices, particularly in the context of the acquisition and concentration of businesses. We analyze transactions in terms of the obligation to notify the President of the Office for the Protection of Competition and Consumers and draw up such notifications.
We advise on matters relating to labour law and employee-employer relations, collective bargaining agreements and building up relations between employer and trade unions. We assist clients with drafting employment contracts, management contracts and non-compete agreements. We can be of help in terminating employment relations, also in case of group redundancies. We draw up employment schemes, regulations on remuneration and company social benefits fund as well as incentive packages for the management.
We advise companies that are in a difficult situation who achieve unsatisfactory financial results, which may lead to a permanent decline in their value or threaten their ability to continue. We support the owners and management boards of such companies in all areas of corrective measures.
We help draw up a legal framework for a broad array of commercial agreements, in particular investment agreements, sales agreements and agreements establishing security in large and unusual transactions. We help clients negotiate such agreements. We also safeguard their interests by helping select the optimum contractual solutions.
INTELLECTUAL PROPERTY, ADVERTISING AND MEDIA
We provide legal services in the area of trademark protection, know-how, trade secrets and copyrights. We give advice on technology and intellectual property rights and the transfer of such rights to other entities. We also advise on matters related to public and non-public advertising, restrictions on the advertising of specific goods and services, as well as the use of databases in advertising activities. We represent clients in disputes regarding copyright to work being publicly disseminated without the author’s consent through the media.
CORPORATE BONDHOLDERS’ PROTECTION
We administer assets and contractual obligations pledged as security for corporate bondholders. We treat this engagement either as an independent service or as a complementary service pertinent to corporate bond issues to be made either in a public offering or in a private placement, and eligible or not for stock exchange admission to trading on the Catalyst market, i.e. an organised bond market, which is run by the Warsaw Stock Exchange outside the main market in the formula of an alternative trading system.
We have experience and help draw up a legal framework for establishing or updating internal regulations and procedures of financial institutions in an ever-changing legal landscape.