We advise on all stages of capital transactions – from due diligence to the drafting and presenting of opinions on the framework agreements which structure the transaction. We draw up preliminary and final agreements, as well as accompanying documents (non-disclosure agreements, letters of intent) for transactions involving shares, businesses, organized parts of business or individual assets.
We draft investment and divestment contracts, participate in negotiations throughout all the stages of an investment project. We advise on the legal aspects of mergers and acquisitions, including the fulfilment of transactional provisions (financial settlements, oversight over performance of other obligations of the parties).
We also deliver legal services related to raising capital through all available market options from loans and credit facilities through to bonds, other financial instruments or a combination of the aforementioned. We advise both investors and clients seeking to secure financing. We have relevant experience in investment processes as part of specialized R&D support programmes such as BRIdge Alfa.
REAL ESTATE AND CONSTRUCTION
We advise on real estate acquisitions (the purchase of lands through traditional acquisitions, public tenders and tenders organized by receivers, share and asset deals where the main goal is to acquire a development project), to perform real estate audits, resolve problem areas (real estate titles, including reprivatisation claims), to handle commercialisations and re-commercialisations of office, retail, warehouse and production buildings.
We support the processes of raising finance or the optimisation of existing financing for investment projects (conduct credit facility negotiations, draft and present opinions on credit facility documents) and support the raising of equity for real estate projects (loans, mezzanine financing, joint-venture projects, mergers and acquisitions of real estate companies). We provide ongoing support in land development processes, representing Clients before architectural and construction administrative bodies including construction supervision authorities and heritage conservator supervision authorities, and during zoning procedures.
We support investors, general contractors, subcontractors and architects in comprehensive contract drafting (including those based on FIDIC standards or other contracts such as “design & build”) and in disputes (including the pursuit of claims where our top priority is to ensure quick recovery of debts – most disputes being settled before court proceedings are initiated or shortly afterwards. We provide legal advice to Employers and Contractors under Public Procurement Law procedures and represent them before the National Appeals Chamber and courts of general jurisdiction.
PUBLIC LAW, INCLUDING ADMINISTRATIVE AND COURT PROCEEDINGS
We provide legal support in administrative and administrative-court proceedings (before regional administrative courts and the Supreme Administrative Court), and in administrative proceedings where an appeal may be filed with a court of general jurisdiction. We deliver legal support to central and local administrative bodies, including on an ad hoc basis to support public clients in pending cases. We represent Clients during inspection proceedings and act as defence counsel in proceedings before Regional Chambers of Audit.
CORPORATE SERVICES, CORPORATE DISPUTES
We provide ongoing corporate services, including outsourcing - secondment of our lawyers for regular legal duty hours at a Client’s head office. We organise and facilitate meetings of shareholders, management boards and supervisory boards. We develop and review draft resolutions, internal regulations and corporate policies. We also assist Clients in the registration of commercial law companies and individual business activities (sole traders, proprietorships.). We also develop incentive schemes for managers and employees.
We advise on the rights and duties resulting from capital market law (including reporting duties related to insider trading, the reporting duties of public companies and shareholders, tenders and share buyback schemes), regulations on cooperation with brokerage houses and investment funds.
We represent companies in corporate disputes, both in negotiations and court proceedings and in appeals against resolutions and in the protection of companies’ personal rights.
We support Clients in corporate disputes, develop and carry out strategies (e.g. representation at meetings of shareholders, at appeals against resolutions). We also take part in negotiations and in resolving disputes.
We handle restructuring projects (including in-court and out-of-court restructuring procedures), debt, capital and organisational restructuring and employment restructuring. We advise on corporate reorganisation and business risk management, involving closed-end funds and foreign entities where appropriate. We represent Clients who face insolvency problems before courts – whether in bankruptcy or restructuring proceedings.
CORPORATE DISPUTES, LITIGATION AND DEBT RECOVERY
We represent Clients in pre-court proceedings, in negotiations, mediation, in court proceedings for civil and business law matters.
We also handle debt collection, including ‘tough’ cases where transactions are to be cancelled or with debt recovery from management board members. We represent creditors in bankruptcy and restructuring proceedings.
We advise entrepreneurs, banks, temporary employment firms, HR agencies and public finance entities (paying due attention to the specific features of employment in this sector), as well as employees (including managers) on individual and collective labour law. We provide assistance in individual labour law disputes in pre-litigation and litigation proceedings, drafting employment contracts based on the Polish Labour Code and other regulations (including full employment contracts, mandate contracts, managerial contracts, outsourcing contracts, or body leasing contracts). We also help our Clients navigate their way through employment structuring and restructuring, in establishing and terminating employment relationships, in employment due diligence, the preparation of internal employment documents (internal policies, including anti-discriminatory and anti-mobbing policies, employee monitoring and privacy policies, the use of the employer’s property, etc.), the legalisation of the stay and work of non-EU nationals. We also run employment law training courses.
We handle claims for damages and compensation for damage and wrongs suffered in the pursuit of activities towards the sovereignty of the Polish State - on the basis of the so-called February Act. Such claims may now be pursued for imprisonment, among other things, pursuant to an internment decision or a court ruling for acting in opposition before 1989. We have successfully completed several dozen cases that ended with a satisfactory outcome for our Clients, including after the reopening of proceedings closed before 2011 - with awards of up to PLN 25,000.
We represent Clients in cases to overturn convictions of Clients or their deceased closest relatives in political cases related to events prior to 1989.
We also handle reprivatisation claims proceedings related, among other things, to Warsaw properties (lands and buildings) confiscated pursuant to the so-called “Bierut Decree”, properties confiscated under agrarian reform (manor houses and palaces), properties confiscated for public purposes, properties beyond the Bug River left after WWII and church properties.