Corporate law - M & A, takeovers, restructurings

We have extensive experience in the area of corporate law, including M&A, internal conflicts amongst shareholders or shareholders and management. Our legal practice encompasses several dozen entities from different financial sectors. We handle disputes concerning corporate matter, advise on hostile takeovers as well as defence against such takeovers. There is no matter concerning corporation we could not have experience and knowledge to handle. We provide comprehensive  M&A legal services for both purchasers and sellers. Some of our more recent projects include:

  • providing legal representation on behalf of ZA Puławy during its purchase of AZOTY-ADIPOL S.A. and GZNF FOSFORY S.A.;
  • providing legal representation during the sale of KiZChS SIARKOPOL S.A.;
  • full M&A legal services during the purchase of Małpka S.A. and the Merlin.pl group by  Grupa Czerwona Torebka;
  • legal representation of Iglotex SA during the merger with the Iglokrak Group;
  • legal representation of Mostostal Warszawa SA in its purchase of REMAK SA shares;
  • legal representation in the sales of shares of ORLEN Transport.

 

Examples of earlier projects include:

  • providing legal services during the change of majority shareholders or significant changes in share ownership in the following companies: ELEKTRIM S.A., INFOVIDE MATRIX S.A., PRABOS Plus A.S. ( in the Czech Republic), RESBUD S.A. (purchased from the National Treasury), RABAT POMORZE S.A., RAST S.A., HS PARTNER PRO-TEST S.A., BUDOPOL S.A., RADCOMP S.A., SANWIL S.A., LENTEX S.A., DŁUGIE ROZMOWY S.A., PZF POLFA PABIANICE S.A., TRANSCLEAN SA, MORIZON SA, and REMAK SA.
  • providing legal services during the change of ownership of holdings in ARKTON Sp. z o.o., PROTEST Sp. z o.o., BODEKO Sp. z o.o., and CRYPTOTECH Sp. z o.o..

 

Recently our legal office has provided advisory services on behalf of one of the largest financial groups in Poland in the sale of a group of medical companies, as well as representation in the acquisition of wind farms for one of the largest energy groups in the country.

We have also provided services in purchase transactions of large blocks of shares  leading to a change of the majority shareholder  of the companies listed on the stock exchange, as well as in the purchase of shares from the Government of the Republic of Poland. Such transactions required meeting special standards including compulsory tender offers.

 

Our law firm advises the Government of the Republic of Poland and its agencies, national holding companies selling off subsidiary companies, as well as investors wishing to purchase shares from the Goverment. We have advised PGNiG S.A. i PGE S.A on matters associated with their privatisation, as well as advising Polish Pharmaceutical Holdings S.A. on the privatisation of  PZF Polfa Pabianice S.A. Our  lawyers have advised on the privatisation of  PKN Orlen i Bank Pekao SA, as well as other transactions in the field of mergers and acquisitions, including the sales of a brokerage houses.

In terms of the size of the transaction, the most important contract of Prof. Wierzbowski and Partners to date has been the sale, via public offering, of Tauron S.A shares by the Ministry of the Treasury.

We have frequently advised on company transformations; from partnership (for example general partnerships) into joint stock companies (limited liability companies or  public limited companies).

Further, we have wide-ranging experience in providing tax advice during the formation of capital groups, the restructure of capital groups, the movement of off-shore portfolios as well as contributions in kind of shares or enterprises to  companies. We have also advised on squeeze-out actions.

The  matter of necessary permits from regulatory organs, including the Office of Competition and Consumer Protection, has been discussed in the section on Competition and Antimonopoly Law.

The complexity of mergers and acquisitions requires the work of a large number of lawyers, and we have a  several teams  which specialises in this field, headed by Prof. Marek Wierzbowski, Sławomir Jakszuk, Wojciech Jacyno, Mariusz Rypina and dr Joanna Róg.

We have also substantial practice in hostile takeovers, acting both on target side as well as for the acquirer. The mostly publicised case is the defence of Locum company.

Restructuring in Poland is based on the special status of company, protecting its against creditors. Also we render advice to creditors and to companies in case of insolvency.