Sołtysiński Kawecki & Szlęzak

COMPANY LAW, MERGERS AND ACQUISITIONS

Mergers and acquisitions are one of the key practices of our law firm. The SK&S transaction team consists of 24 specialists, including six partners, with extensive experience in advising on multi-threaded transaction projects, acquisitions of control, comprehensive reorganizations, as well as in ongoing corporate services and corporate and commercial disputes. Our clients are both large domestic and foreign corporations, enterprises and investment and private equity funds, as well as individual investors or entrepreneurs, as well as family businesses.

Comprehensive corporate services
By providing corporate services at the stage of starting a business by clients, we advise on the selection of the appropriate legal form and corporate structure, tailored to their individual needs, taking into account all relevant tax and business aspects of future business operations. We help in matters related to corporate governance, in adapting the activities of entrepreneurs to (constant) changes in legal regulations, also offering constant monitoring of the most important changes in legislation, in the implementation of compliance systems , as well as in all corporate reorganizations and restructurings, and in planning succession in family businesses.

Private and stock market transactions
In the field of M&A practice, we advise on all types of projects on the private and public market, both in classic transactions (acquisitions based on the share deal and asset deal formula ), as well as in joint-venture projects, in concluding investment agreements, on cooperation, shareholder agreements, as well as stock exchange and managerial transactions ( management buyout ).

Transactions Together with other client advisors, we conduct
due diligence processes , acting on the side of the seller or buyer (legal and tax DD). Based on the conclusions of this study, together with the client, we develop the optimal transaction structure and negotiation strategy, taking into account the specificity of the client and the target , we prepare transaction execution plans and draft contracts, we participate in negotiations, and we support clients in the necessary post-closing activities ( post-closing ).

Industries and multidisciplinarity
We have extensive experience in running complex and large-scale projects. We support clients in cross-border transactions, using a wide network of contacts in renowned law firms abroad in all relevant jurisdictions. We offer a wide range of lawyers' specializations. We try to understand the business needs of entrepreneurs and use the experience gained from working for clients from various sectors of the economy (e.g. FMCG, including the agricultural and food industry, trade and distribution, services, media, automotive, construction, real estate, energy, banking, infrastructure projects, new technologies). This allows us to provide comprehensive advice, taking into account all key legal issues for the client, including tax, antitrust, regulatory, intellectual property and employee matters, while respecting the specific characteristics of the client's business and the subject of the transaction. In cooperation with our litigation department, we also advise on complex and multi-threaded corporate and commercial disputes (e.g. shareholder disputes, hostile takeovers, distribution).

Contacts, international cooperation
Thanks to close cooperation with the largest foreign and international law firms, we provide our clients with access to specialist knowledge in every jurisdiction relevant to them, which allows us to carry out projects that go beyond Poland. This also allows us to keep up to date with the latest trends and know-how of the global M&A market. Although we work mainly in English (except Polish, of course), one of our specialties is serving German-speaking clients, which is done by the so-called. German Desk.

What makes us different
At work, we focus on efficiency, transparency and proper communication. Each of our clients can count on the support of a team led by a partner or an experienced lawyer (depending on the complexity of the transaction), who are responsible for contact with the client and coordinate the handling of a given project.

We understand that we are entrusted with the management of strategic projects and we are always at your disposal. We try not only to answer questions, but above all to solve the real business needs of our clients.

SK&S lawyers are recommended in national and international rankings (Legal 500, Chambers & Partners, IFLR 1000).

LITIGATION AND ARBITRATION

The litigation team has existed in our law firm almost since its establishment, and is currently the largest and one of the best in Poland. For many years, we have enjoyed the trust of our clients and have been ranked at the top of the Chambers Global, Legal500 and Rzeczpospolita rankings.

We are specialists in winning difficult and precedent-setting cases . We advise clients in all disputed and crisis situations, preferring amicable solutions . When a dispute cannot be avoided, we represent them before common and administrative courts, Polish and international arbitration tribunals and European courts. Each year, we conduct several hundred court and arbitration cases, and their total value ranges from PLN 1.5 to several billion annually.

Our goal is to win our customers within a reasonable time. We have particular satisfaction when a precedent ruling is issued , ordering the practice of a given market, as it happened, for example, in the case of Supreme Court judgments against the background of the FIDIC contract template, industrial designs or community designs. Sometimes winning is also ending the conflict before bringing the case to court, when the strategy developed together with the client discourages the opponent from escalating the dispute.

We care about the quality and speed of communication with customers. We try to understand the essence of the problem and their business expectations from the very beginning. Our lawyers are not only litigators. We attach great importance to developing our knowledge of civil and commercial law, but we also try to get to know and understand the technical and practical aspects of our clients' activities. We propose solutions and openly present the areas and extent of risk .

The SK&S process team is united by passion, commitment and mutual respect. Many of us, including all current partners, started their careers at SK&S.

Providing professional assistance in disputes also means providing clients with support from specialists, practitioners and academics working in other SK&S teams.

It's a privilege to work with leaders in almost every industry . Customers appreciate our knowledge of Polish realities and the reputation we have managed to develop on the Polish market.

We have conducted and are conducting numerous disputes concerning, among others:

• infrastructure projects, including the construction of highways, airports, power plants and factories,
• IT,
• industrial property,
• real estate, including reprivatisation and planning damage,
• aviation law, including compensation for air disasters,
• civil law liability of members of company authorities,
• personal data protection,

and disputes:

• corporate,
• related to infringements of competition law,
• with a foreign element, including enforcement of foreign court judgments in Poland,
• post-arbitration,
• in the field of labor law,
• post-cartel.

INTELLECTUAL PROPERTY

We are one of the leading advisors on the Polish market of legal services in the field of intellectual property law, unfair competition and advertising. We are also highly valued abroad and receive very good marks in renowned world rankings.

Since the establishment of the law firm, our lawyers have been advising and representing clients in matters of protection of all intellectual property rights. In particular, we have in our dossier such matters as:

• protection of EU and Polish trademarks, including reputable ones, protection of geographical indications and other distinguishing marks,
• protection of community and industrial designs, utility models, patents, plant varieties, topographies of integrated circuits and other industrial property rights,
• copyright protection, including software,
• protection of the company and other intangible assets of the enterprise,
• protection of the image and other personal rights,
• advertising law, including protection against misleading advertising and unfair comparative advertising,
• protection of company secrets,
• protection against copying the product, dissemination of false information, inducing non-performance of the contract, limiting access to the market, e.g. through dumping or the so-called shelf fees and against other forms of unfair competition.

IP lawyers work closely with many SK&S practices on cases that require the inclusion of expertise in other areas of the law. It is especially about cooperation with litigation ,  M&A ,  real estate ,  tax ,  criminal ,  competition  and  labor law practices .

We run various cases and projects:

• preparing strategies for the protection of intellectual property rights, giving opinions, conducting research on similarity and the risk of infringement,
• consulting projects of advertising campaigns, participating in the creation and implementation of marketing strategies,
• court and arbitration disputes related to infringements of industrial property rights, copyrights, trade secrets and combating acts of unfair competition, including unfair advertising, also before the Supreme Court,
• proceedings for the registration of trademarks and industrial designs in national, EU and international procedures,
• opposition proceedings and proceedings regarding the invalidation and termination of industrial property rights before the Patent Office of the Republic of Poland, Polish administrative courts, including the Supreme Administrative Court and EU authorities: EUIPO and CJEU,
• drawing up and negotiating contracts for the sale and other forms of transfer of IP rights with creative and advertising agencies, licensing, franchise and specialist contracts relating to individual industries, e.g. architectural, pharmaceutical, FMCG, IT,
• drafting and negotiating technology transfer agreements, including those protected by patents and as confidential know-how, for conducting R&D research, on the commonality of rights, delimitation agreements or on the coexistence of rights,
• audits of intellectual property rights of clients and targets in M&A transactions,
• management of industrial property of clients in Poland and worldwide, supervision over the maintenance of exclusive rights and monitoring of registers in terms of infringing notifications on a global scale,
• cooperation with customs authorities and the police in combating pirated and counterfeit goods.

The lawyers of the IP practice assist global and domestic market participants from a wide variety of industries. These include industries of food producers, medical devices, health care, producers of luxury goods, cosmetics, clothing, IT, automotive, aviation, commercial, financial, sports, alcohol producers, packaging and many others. For this reason, many of IP's lawyers specialize in industry-specific business and regulatory issues and participate in relevant SK&S industry teams, such as  Life Sciences ,  TMT ,  Personal Data  and  Automotive .

REAL ESTATE AND CONSTRUCTION INVESTMENTS

We provide high-quality comprehensive legal services for both transactions (purchase, sale, lease) and investment (construction) projects in all sectors of the real estate market, including office, retail, hotel, industrial, logistics and warehouse, residential real estate, as well as agricultural. We have a particularly rich experience in the industrial and logistics real estate sector.

For years, we have been working for clients with a diverse profile: from international real estate funds, developers, retail chains - discounters and hypermarkets, owners and operators of shopping centers, private equity funds and industrial companies, to the world's largest corporations that use real estate or invest in real estate used on the needs of your own business (as tenants or owners). We have built long-term and deep business relationships with many of them.

Our clients benefit from the knowledge and experience of lawyers from the real estate department and from other departments: corporate ,  tax ,  real estate financing ,  state aid ,  competition ,  intellectual property  and  litigation . Thanks to close cooperation between SK&S and the largest foreign and international law firms in large international portfolio transactions, our clients gain access to the latest trends and know-how from the global real estate market.

We offer real estate market participants in particular:

• legal support for purchase and sale transactions of commercial real estate, including special purpose vehicles and real estate portfolios,
• examination of the legal status and tax examination of real estate and special purpose and holding companies,
• planning the legal structures of transactions and investments, including their financing,
• planning and implementing corporate structures for the implementation of real estate investments (Polish and international), including those implemented as part of joint ventures ,
• legal support for lease transactions of office, commercial, industrial, hotel and entertainment properties - on the part of landlords and tenants,
• legal support for financing the acquisition and development of real estate - on the part of clients, sponsors and financing entities, including comprehensive support for establishing debt securities,
• comprehensive tax services for real estate transactions and investments,
• legal services in all areas related to real estate management ( asset management ),
• legal support for tenders for construction works as well as negotiating and implementing construction contracts - on the side of ordering parties and contractors,
• representation in administrative and court-administrative proceedings regarding investment permits, including environmental decisions, zoning decisions, building permits, etc.,
• preparation of agreements on road construction, infrastructure and easements, concluded with authorities, utilities suppliers and neighbors in connection with the implementation of construction investments,
• advice on public aid for real estate investments,
• representation in court and arbitration disputes regarding real estate and construction contracts.

LABOR LAW

Good relations with employees are the key to the success of every entrepreneur, which is why we provide employers with comprehensive legal assistance in the broadest sense of HR and compliance . We try not only to give our clients the right answers, but also to ask them the right questions, striving to ensure that the solutions we propose cover all the essential elements of the case entrusted to us. We also take into account tax ,  corporate and competition law regulations , cooperating with colleagues from other teams in our law firm. We know that legal problems related to employment relations should be solved in conjunction with the provisions regulating other aspects of entrepreneurs' activities.

Our consulting is pragmatic and efficient. We understand the needs of our clients and that is why we offer practical solutions, and we formulate advice in a concise and understandable style. When creating them, we take into account the client's business goals and the specificity of his business.

Our employment law team is one of the largest in multidisciplinary law firms, so we can efficiently implement even the largest projects. We have a huge knowledge and experience base, thanks to which we can answer our clients' questions in a very short time. Labor law specialists operate in each of our four offices in different parts of Poland, which facilitates direct contact with lawyers and allows you to reduce the costs of travel and representation in court disputes.

As part of providing legal assistance in the field of labor law, we offer, among others:

• developing a package of documents necessary to hire an employee,
• drafting a set of internal regulations tailored to the needs of a given employer,
• auditing internal documents,
• assistance in hiring and dismissing employees,
• preparation of the workplace or its part for the transition to a new employer and carrying out this process,
• comprehensive support in the negotiation process with trade unions and in labor disputes,
• crisis proceedings, in particular conducting internal proceedings regarding mobbing, discrimination and abuse of employees (also with psychological support),
• conducting court disputes with employees,
• preparation and carrying out group layoffs (also with psychological support),
• assistance in preparing effective remuneration systems,
• support in the implementation of PPK - employee capital plans,
• ongoing monitoring of jurisprudence and changes in the law and development of legal alerts.

BANKRUPTCY AND RESTRUCTURING

We represent and advise in the largest and most complex domestic and foreign restructurings and bankruptcy proceedings. We know that the key to success in this field is efficiency resulting from interdisciplinarity, speed and responsiveness. Our team of specialists combines the experience of the SK&S process department with transactional competence.

We have proven in practice competencies in the areas necessary to carry out successful judicial and out-of-court restructuring. We help clients recover receivables in the course of restructuring and bankruptcy proceedings. We provide comprehensive advice.

Our experience gained in working for entities in crisis, creditors, investors, holding companies, banks and many other partners interested in restructuring and bankruptcy processes includes, among others:

Court restructuring proceedings
We guide our clients through the stage of selecting, preparing and implementing an optimal restructuring plan and arrangement proposals. We help to successfully go through all phases of court restructuring - from the preparation of a restructuring application, through organization and representation at the creditors' meeting, to piloting the approval of the arrangement and its execution.

• We advise, represent and help create the necessary legal conditions for the preparation and implementation of the best arrangement proposals in court restructuring proceedings, using instruments and methods widely used in international out-of-court restructuring, in particular:
• we develop, negotiate and give opinions on all standstill pre- and post-arrangement agreements , pactum de non petendo , financial agreements, corporate agreements, property security, etc., necessary for the arrangement,
• we help adjust the corporate and property structure of the company to the future arrangement, while maintaining legal security (including transactions of sale of assets redundant for further restructuring or providing financing),
• we prepare the employment reorganization process, which will be optimal from the point of view of accepting and implementing the agreement,
• we prepare the legal framework for obtaining financing for future restructuring through credit agreements, state aid, restructuring of public debt (reliefs, extensions of ZUS, taxes and other public law liabilities).

Bankruptcy proceedings
We support our clients in the largest and most complex bankruptcy proceedings at every stage, including:

• preparation of a bankruptcy petition,
• pre-pack ,
• notification of claims,
• establishing a list of receivables,
• disconnection from mass,
• control and valuation of mass components,
• control of division plans,
• establishment and representation in the creditors' committee,
• contacts with the trustee and the judge-commissioner,
• fraud related processes.

Our resources allow us to carry out the most complex out-of-court restructurings that require knowledge and experience in many areas:

• debt restructuring – we advise on the assessment of financing documentation and the possibility of its adjustment. We negotiate changes to credit documentation and terms and conditions of debt securities. We advise on obtaining new financing.
• public aid – public aid is an increasingly important element of restructuring. We are able to integrate it into the framework of a restructuring project, and our specialists in this field advise on the full spectrum of issues related to state aid. We provide comprehensive advice to entrepreneurs who have previously benefited from state aid on the restructuring of its conditions.
• restructuring of public law liabilities – we advise on the assessment of the possibility of obtaining reliefs and extensions of tax burdens, ZUS, etc. We represent clients in proceedings related to these issues.
• employment restructuring – we provide comprehensive support in the difficult task of reducing or reorganizing employment. We advise on the preparation and implementation of collective redundancies (also with psychological support), as well as in the process of negotiations with trade unions.
• Distressed M&A – we have extensive transactional experience in the acquisition and disposal of assets in out-of-court restructuring and bankruptcy proceedings. We know how to ensure legal security of such transactions.
• COVID-19 coronavirus – we are constantly monitoring and analyzing the government's legislative activities and the practice of applying special solutions introduced in connection with the COVID-19 coronavirus epidemic. We know what tools an entrepreneur can use in this difficult situation and we know how to apply them.