Corporate law

At Mrowiec Fiałek and Partners, we have extensive experience in matters related to the creation, ongoing service, and liquidation of companies, as well as mergers, divisions, and transformations. We provide services including:

  • conducting due diligence of commercial law companies;
  • preparing legal opinions on the interpretation and application of corporate law and other provisions related to the operation of commercial companies;
  • establishing companies, including drafting articles of association and rules of order for supervisory and management boards;
  • preparing and negotiating agreements between partners or shareholders of companies (including shareholder agreements and joint venture agreements);
  • ongoing corporate services, including preparing draft resolutions of company bodies and preparation and conducting general meetings, shareholders’ meetings, and supervisory and management board meetings;
  • issuing opinions and interpreting corporate documents;
  • representing clients at shareholders’ meetings and general meetings;
  • comprehensive services for merger, division, and transformation processes, including issuing shares, stocks, and debt instruments;
  • advice on disputes between partners and between a partner and the company’s bodies, as well as disputes regarding minority rights and good manners;
  • advice on issues related to challenging the resolutions of company bodies, including establishing the non-existence of such resolutions;
  • advice on appointing and dismissing members of governing bodies;
  • preparing management agreements, non-competition agreements, and other agreements with members of the management board and other management personnel;
  • preparing and implementing incentive systems for managerial staff;
  • advice on the sale and encumbrance of stocks or shares, increasing and reducing share capital, redeeming stocks or shares, compulsory buyouts, repurchasing of stocks, and excluding shareholders;
  • dissolution and liquidation of companies;
  • advice on other business matters;
  • advice on the possible options for the partial debt restructuring of a public company as part of restructuring proceedings

Completed projects

  • Work Service S.A.

    Advice on acquiring a strategic investor and concluding a conditional investment agreement with Gi INTERNATIONAL S.R.L., including preparing the transaction structure, conducting negotiations, and preparing and signing a conditional investment agreement. Pursuant to the investment agreement, the Investor will provide the company with financing in the amount of PLN 210.2 million.

  • Polski Holding Nieruchomości S.A.

    Advice regarding an increase in the share capital and the issuance of series E shares addressed to the State Treasury and paid for with a non-cash contribution in the form of shares in Centrum Biurowe Plac Grunwaldzki S.A. and Przedsiębiorstwo Budownictwa Przemysłowego “Chemobudowa-Kraków” S.A.

  • Konsalnet Holding S.A.

    Advice on dividing the company by transferring part of its assets to an existing company (division by spin-off).

  • OCRK sp. z o.o. / Innova Capital

    Advising an Innova Capital portfolio company as part of the transformation of Marcos Bis sp. z o.o.

  • Innova Capital

    Advising a private equity fund on the acquisition of Nuss sp. z o.o. by one of its portfolio companies, OCRK sp.z o.o.

  • OEX S.A.

    Advice on corporate and business law.

  • Polska Agencja Ratingowa S.A.

    Advice on corporate and business law.

  • Advent International

    Advising the owner of Wydawnictwa Szkolne i Pedagogiczne S.A. on the transformation transaction and the subsequent takeover of the Szkoła Języków Obcych R. Jeżak sp.z o.o foreign language schools.

  • Advent International

    Advising the owner of Wydawnictwa Szkolne i Pedagogiczne S.A. on the spin-off and takeover of Empik School.

  • Nowa Era sp. z o.o. / Sanoma

    Advice on the intra-group restructuring of the Sanomagroup in Poland. The advisory services covered conducting the division by separating one of the companies from the group, i.e., Young Digital Poland S.A., for which Nowa Era sp. z o.o. was the acquiring company, taking over an organised part of the enterprise. We participated in preparing the structure, drawing up the division plan, and registering the division in the National Court Register and advised on issues related to liability for the assumed obligations (assuming rights and obligations in connection with the takeover of part of a business).

Practices
  1. 01. Mergers and acquisitions
  2. 02. Private equity, venture capital
  3. 03. Acquiring an investor
  4. 04. Share offers
  5. 05. Bond issues
  6. 06. Due diligence
  7. 07. Restructuring
  8. 08. Real estate
  9. 09. Collateral administration
  10. 10. Investment funds
  11. 11. Acquisitions, capital market transactions
  12. 12. Regulatory advice
  13. 13. Dispute resolution
  14. 14. Obtaining financing
  15. 15. Corporate law
  16. 16. Competition law
  17. 17. Manager option programs
  18. 18. Labour law
  19. 19. Intellectual property
  20. 20. Personal data protection