We handle corporate mergers, divisions and conversions. We assist in carrying out legal acts connected with the sale of assets, financing and refinancing, establishment of new security, change in the priority of existing security, creation of special-purpose vehicles, and measures to restore liquidity to businesses through in-court and out-of-court procedures to protect against bankruptcy. We provide comprehensive support in the area of corporate law at all stages of transactions.
More about restructuring.
We advise investors and banks on domestic and international financing (bilateral or consortium). We provide full legal support for financing of various projects, including acquisition of real estate and companies. We act for lenders and borrowers (including private equity funds) in financing secured by the assets of the acquired companies and their local subsidiaries.
We conduct legal analysis of real estate, companies and other owners of real estate or usufructuaries of land. We assess the options for development of real estate under zoning and construction law. We determine the legal status of real estate and companies for the purposes of transactions and take measures to clear title to property. We advise companies investing in renewable energy sources on securing the optimal interest in land and assess the correctness of existing interests in land as well as the development process. We advise on drawing up the most favourable financial and tax solutions. We conduct negotiations concerning acquisition of real estate and advise on tender proceedings. We also advise private clients planning to invest in real estate.
Apart from negotiating and drafting agreements for the sale of shares or enterprises, we conduct comprehensive due diligence of companies, verifying the title to shares or elements of the enterprise and identifying potential risks.
We also advise on transactions involving the acquisition of significant stakes in publicly traded companies. We assist in compliance with reporting obligations and obtaining administrative approvals, for example approval of concentrations from the Polish competition authority or the European Commission or permits from the Minister of the Interior or other administrative authorities when required by law.
In transactions concerning enterprises conducting regulated activity, we assure that regulatory issues are addressed, particularly the impact of current and planned regulations on the situation of the target, the buyer and the seller, including the impact this may have on the price and terms of the transaction. This applies to such issues as calculation of prices, specific rules for offer and sale of products, consent to the transaction by the relevant regulators, transfer of concessions, the specifics of organisation of work in companies conducting regulated activity, and financing of transactions and projects.
When acting for the seller of shares of an enterprise, we conduct a review of the documentation of the company being sold in order to determine its current legal situation and, at the client’s request, put the documentation into order in preparation for disclosure to potential buyers. We also participate in the process of responding to inquiries and in seeking interpretations of the documentation.
We draft agreements between shareholders and business partners documenting the arrangements they have reached concerning how assets they have jointly acquired will be managed. We review the relationships within capital groups. We point out aspects that could potentially generate disputes and propose solutions to avoid such risks.
We advise in disputes that may arise out of the conflicting economic interests and varying interpretations of the authority of corporate bodies and the rights of shareholders and other participants in commerce. We represent the parties to disputes in litigation, arbitration, mediation, and settlement negotiations.
When advising on restructuring measures and M&A transactions, we seek tax solutions enabling our clients to achieve their business goals with the minimum tax exposure. We also provide services related to analysis of company’s financial reports, review of the allocation of funds among different forms of equity, analysis of the coverage of shares, and other issues connected with corporate accounting.
We advise businesses in the area of merger control, including with respect to cross-border transactions and privatisation procedures. We prepare notifications of intended concentrations and represent clients in merger control proceedings before the Polish competition authority or the European Commission.
If a transaction involves transfer of a workplace, we assist in complying with requirements to inform and consult with employees and their representatives. We also assist in carrying out the necessary changes (such as group or individual layoffs) with respect to the employer’s operations, headcount, terms of employment and organisation of work, in order to meet the needs of the acquirer and its capital group.
More about employment issues
We identify risks arising out of the environmental impact of company operations. If a transaction involves acquisition of an enterprise, we assist in transferring to the acquirer of the facility the necessary environmental permits or determine whether it is necessary to obtain new permits. We also assist in drawing up contractual provisions governing environmental liability.
We review issues connected with transfer of rights to intangibles in the form of intellectual property, such as trademarks, patents and copyrights. We also assess the legal status of assets closely tied to intellectual property rights, such as the rights to press titles, internet domain names and knowhow, and data protection issues.