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Corporate Matters / Mergers and Acquisitions

We offer comprehensive consulting services in corporate matters. We assist our clients in the creation, establishment and operation of commercial law companies. We advise on organizational transformations, restructuring and liquidation of companies. 

 

We prepare the necessary corporate documents, including drafts of contracts, articles of association and various types of shareholders' agreements. We advise clients from outside Poland on establishing representative offices and branches, as well as establishing or acquiring companies in Poland.

 

We have many years of experience in conducting legal audits (due diligence) of companies in connection with their purchase or sale of Polish companies. 


REPRESENTATIVE PROJECTS

  • BART SP. Z O.O. – legal advice in acquiring 60% of the shares of INSTAL - FILTER S.A.
  • JACOBS ENGINEERING GROUP – legal advice for the disposal of the group's assets in Poland
  • STALEXPORT AUTOSTRADY S.A. – legal advice for the separation and sale of part of the company's commercial activities
  • PREFORMED LINE PRODUCTS LTD. (USA) – legal advice related to acquiring a majority stake in Belos S.A. (currently PLP Poland (Belos) S.A. - a leading Polish manufacturer of network equipment, including conducting due diligence
  • CARBONOKOKS KRAJ SPÓŁKA Z O.O. – participation in preparing a draft agreement for the sale of administrative, environmental, civil and corporate parts of two mining plants (KWK BOBREK and KWK PIEKARY). After the closing of this transaction in 2016-2017, we advised on the restructuring process (including renegotiating commercial contracts, construction of a new commercial division, restructuring of employment and purchasing processes) 
  • CTL LOGISTICS SPÓŁKA Z O.O. – legal advice for reorganizing the CTL capital group, including the sale of assets and shares of subsidiaries
  • FENNER DUNLOP (GREAT BRITAIN) – legal advice on acquiring a majority stake for a leading Polish conveyor belt manufacturer
  • PAVIMENTAL S.P.A. (ITALY) – legal advice for the launch of an Atlantia Group member on the Polish construction market
  • ARBO MEDIA AG (SWITZERLAND) – due diligence and advice for acquiring a majority stake in an electronic media company
  • SIXT RENT A CAR POLAND – legal advice, including conducting due diligence, for acquiring part of a leading car fleet management company and long-term vehicle rental services
  • 3S S.A. –  advising minority shareholders and the boards of 3S S.A. and 3S Group companies for selling shares to P4, the operator of the Play mobile network (total value of EUR 96 million [$US 106 million])
  • POLSKA GRUPA GÓRNICZA SPÓŁKA Z O.O. – vendor's due diligence on 12 coal mines to analyze the risks associated with their contribution to a new company (PGG Spółka z o.o.) with state-controlled  entities
  • AMILON GROUP (ITALY) – legal advice related to entering the Polish market
  • IAV GMBH (GERMANY) – legal advice related to entering the Polish market
  • EPC LTD (UK), EPC POLAND SPÓŁKA Z O.O., GALFA INDUSTRIEGALVANIK GMBH (GERMANY) – legal advice for the spin-off of selected assets and their transfer to another company in Poland and a foreign company
  • 3S S.A. – legal advice for the sale of a block of 66.5 shares in SGT S.A. to Vectra S.A.
  • FELIX INVESTMENTS SP. Z O.O. – Buyer's counsel for the purchase from Grupa Żywiec S.A. of 100% of  the shares in Browar Zamkowy in Cieszyn
  • WĘGLOKOKS KRAJ S.A. – legal advice for acquiring a majority stake in Port Północny Sp. z o.o. in Gdańsk
  • PGNIG TERMIKA PRZEMYSŁOWA S.A. – conducting a post-transaction audit for acquiring proheat and power plant and transmission networks from Jastrzębska Spółka Węglowa S.A.
  • TAMEH POLSKA (a joint venture between TAURON POLSKA ENERGIA S.A. and ARCELORMITTAL POLAND S.A.) – legal advice for selling one of the company's production plants
  • INDUSTRIAL DEVELOPMENT AGENCY S.A. – legal advice including preparing and negotiating a shareholders' agreement for the purchase of a majority stake in Wałbrzyskie Zakłady Koksownicze "Viktoria" S.A.
  • ALTHEA GROUP – consulting Althea Polska Sp. z o.o. for reorganizing its Polish asset portfolio. The reorganization process included creating a new company (Althea Global Supply Poland Spółka z o.o.) and the contribution of part of Althea Polska, which includes the so-called Center of Excellence 
  • CARBOSPEC Mirosław Jaśniok general partnership with its registered office in Paniówki – legal advice on changing partners in the Company