Business and Investments
Generally speaking, corporate law means transactions – contracts and analyses. It also involves restructuring, as well as introduction of companies to the stock exchange and client support at all stages of the process. We specialise in business law and provide comprehensive services in the field of investments. We handled the biggest projects on the market. We have nearly 20 years of experience in the legal support of business transactions for small, medium and large companies, including international corporations and investment funds.
Mergers & Acquisitions (M&A):
- Negotiating agreements: we draft, issue opinions on and negotiate investment agreements, share sale agreements (share dealing) and business sale agreements (asset dealing)
Stock option plans:
- We advise on the development and implementation of incentive plans, with a particular emphasis on long-term incentives
- We prepare corporate legal analyses
Restructuring, transformation, bankruptcy:
- We support clients in the process of transforming, merging, dividing and liquidating companies
- We assist in developing recovery plans; we advise on transformational processes, and lead businesses through arrangement and liquidation proceedings
- We represent creditors of insolvent entities
- We introduce shares and other securities to public trading; we advise on transactions outside the regulated market
- We advise venture capital funds throughout the period preceding a transaction, and then – on behalf of the client – we supervise the correctness and effectiveness of the use of the transferred capital. Our lawyers take on the role of, inter alia, members of supervisory boards, including their chairmanship
- We represent clients in proceedings before the President of the OCCP and before the European Commission
- We issue opinions on cooperation agreements and joint venture agreements
- We represent clients in public aid proceedings before the President of the OCCP, national authorities that provide the aid, before courts and the European Commission
- We support entrepreneurs and public authorities – which apply public aid principles – in the areas such as EU funds, compensation for services of general economic interest, investment and public infrastructure support, restructuring of firms in difficulty, or reliefs in special economic zones
- We advise on the rules and risks associated with public aid in transactions and we systematically support public aid law for entrepreneurs operating in many sectors benefiting from the state support
- We handle complex privatisation transactions, including, but not limited to, drafting agreements that precisely define each other’s mutual obligations and safeguard the parties’ interests
Acquiring the controlling shareholding for Ferrum S.A. by HW Pietrzak Holding sp. z o.o.
The LSW lawyers offered comprehensive legal services in the transaction of gaining the controlling share of Ferrum S.A. ; company listed on the Warsaw Stock Exchange. Stock was bought both from anonymous sources through the stock exchange and from entities with whom the selling of significant packages was successfully negotiated. The transaction required the coordination of many subjects, as well as extensive experience in making transactions on the capital market.
Investment in a company in the telecom industry.
The LSW team advised the founders of an innovative telecom company in the process of joining a venture capital fund listed on the Stock Exchange. The LSW lawyers advised both in the course of the investment process itself, as well as in the later cooperation with the fund and the founders in regards to controlling the use of means gained.
Commercialization of research results.
LSW prepared and carried out a business investor’s acquistion, of patents created by a University, including acquiring the rights and then helped set up a SPV working on the preparation of the research results for commercialization. The LSW lawyers assessed and prepared the combining of several entities in the field of science and business into a consortium, whose goal would be to work on the development of the project and deploy it to a constant and continuous production. The work required the coordination of patent attorneys, evaluations made for the purposes of the transaction and obtaining relevant permits.
Introduction of the Point Group Media Platform on the Stock Exchange.
LSW provided comprehensive legal service in the process of introducing PMPG S. A., the publisher of such magazines as the weekly title „Wprost” and the monthly title „Film”, by method of acquiring another company, already listed on the WSE.
Taking control over Gdansk Shipyard S.A. and Gdynia Shipyard S.A.
The LSW law firm was the main legal advisor for the investor of Gdansk Shipyard S.A. Per request of the investor, a legal analysis encompassing corporate issues, commercial issues, environmental issues, public aid given and permits for licensed activity was made. The lawyers advised in setting up and carrying out the transaction of acquiring the majority stake, taking control of the corporation, negotiating privatization contracts with the Polish government, implementing recovery programs aimed at reducing the operational and employment costs, renegotiation of held contracts and negotiation of new commercial contracts, as well as establishing a legal strategy for implementing new ventures within the existing subject while simultaneously regulating the legal status of real estate property separated from the existing business for this purpose. LSW also participated in procedures concerning the matter of restructuring the shipyard before the European Commission (in connection to the public aid given to the shipyard).
Securing a record credit.
The LSW lawyers negotiated the securing of the biggest loan ever granted to a Ukrainian company in Polish banking history. Three Polish banks: Polska Kasa Opieki S.A., PKO Bank Polski S.A. and BRE BANK S.A. created a special consortium, which secured financing in an amount exceeding 1 billion PLN.
Privatizing of the production assets of a Polish steelworks.
LSW was the legal adviser to a foreign investor in the process of privatizing the production assets of a Polish steelworks. Legal help given by LSW concerned due diligence of the assets and corporate issues of entities dependent on the privatized enterprise, negotiations with workers’ unions of the steelworks being taken over, as well as establishing a transaction structure, its’ security and the seller fulfilling his duties. The next stage was to offer ongoing legal services for the enterprise in all operational areas. Actions were taken to consolidate the whole production assets within one enterprise; combining over a dozen companies all the while creating a new organizational structure. An additional element was giving legal aid in dealings with the European Commission in regards to the duty of returning public aid granted before the privatization date, which ended with waiving the duty to return the funds given.