General information
Commercial matters determine a core business of our firm. We provide permanent and comprehensive legal advisory from the moment of beginning the economic entity till its termination.
In cooperation with tax advisors, experts, patent agents and accounting offices we offer a wide range of legal services of enterprises including corporate service and external representation.
Within the legal service regarding enterprises we offer in particular:
- formation of companies, amendments to the deeds of establishment,
- rendering current advises and legal consultations,
- preparation of legal expertises and opinions;
- external representation before the courts (including arbitration courts) and authorities, including Anti-trust Office (UOKIK), Energy Regulatory Authority (URE) and Public Procurement Office (UZP);
- daily corporate service, in particular: participation in the Company organs meetings, preparation of the resolutions, protocols, motions to the Registration courts and other authorities, amendments to the deeds of establishment;
- participation in the meetings and negotiations with commercial partners
- due diligence process.
The diversity of our Clients activities cause special legal problems. As an example: the activities conducted by refinery, power plant, transport company and architecture project office are so different that require a special kind of legal knowledge and experience.
We proved our proficiency particularly in the following matters:
- mergers and acquisitions,
- public procurement,
- energy,
- real estate investment,
- investment process. FIDIC,
- international exchange of goods and rendering the services.
- transport and logistics,
- intellectual property,
- protection of personal data
- competition- and consumer protection
- cross-border trials,
- mediation in disputes’ resolution,
- labour law,
- taxes.
Mergers and acquisitions
We have many years of experience in rendering legal services regarding capital groups. We have advised on numerous occasions in restructuring proceedings involving division, mergers or forming new companies of commercial law.
We have confirmed our effectiveness not only in typical M&A transactions, but also in asset deal transaction concerning an enterprise in its entirety or its organized part. At this occasion we represented our Clients before the Anti-trust Office as regards notification of the intent of concentration.
Public procurement
Not only public entities but also some enterprises (water-, energy-, transport- and postal services sectors) are obliged to obey rules of the public procurement law. Each entrepreneur wishing to submit its offer in the public procurement procedure shall also comply with its rules.
While directing our offer to enterprises we put emphasis to the principles of contracting according to the public procurement law. We advice both the ordering party on proceedings of creation of SIWZ, preparation of draft of agreements and publication of announcements regarding these proceedings, as well as contractors filing offers in order to obtain the public procurement.
We provide party representation in the dispute resolution before the Public Procurement Office.
Energy
The issues related to the energy market are among our leading areas of expertise.
Our permanent Clients deal with the production and distribution of electricity and heat, exploration and production of crude oil as well as selling of petroleum products.
Our lawyers nationwide are involved in pioneer projects regarding the assurance of the energy security. Our responsibility is not only to advise but also to provide training to the enterprises in energy sector.
Real estate investment
We also deal with the real estate market, in particular as regards the issue of purchasing lands.
As regard this scope of our services, we cooperate with several notaries from Gdańsk and other localities.
We have confirmed our competence in representing our foreign Clients before the Ministry of Internal Affairs and Administration in order to obtain a consent for purchase of real estate in the territory of Republic of Poland. Some restrictions of the free trade in real estates are still in force even after Poland joined the European Union.
Investment process. FIDIC
The investment process is an example of application of rules coming from different areas of law. This regards both investor and contractor.
Irrespective if the intention is to rise an apartment building, warehouse, or to upgrade installation in the factory, one has to obey the civil, building, labour, insurance, environmental protection, historical monument protection and other laws. The choice of contractor is often made according to the public procurement law.
With reference to investment process, both investor and contractor shall be professionally advised, not only in order to be ensured before breaching the law, but also to be protected with proper legal measures in case of breaching of law by the other party.
We advise in particular on FIDIC contracts. Our lawyers attended several professional trainings in this area. Our law firm, in cooperation with Association of Engineers, Advisors and Experts (SIDiR), also organised the training “Contractual conditions of FIDIC”.
Our knowledge together with a great experience in practical application of FIDIC allows us to provide a responsible advise in that field.
International exchange of goods and rendering services
The international exchange of goods stands out due to its specific problems.
The domestic law regarding international trade slowly loses its practical meaning as nowadays the rules set by international law (Conventions) and UE law (UE Conventions, Regulations) often overrule domestic laws.
As regards international trade in particular shall be taken into consideration issues of proper choice of transaction law, effective security of parties’ eventual claims, determination of payment form, and also place and rules of disputes resolution.
Certain transaction requires detailed analysis of foreign law as regards the party’s right to conclude an agreement, the form of transaction (e. g. issuing of the bill of exchange abroad) and others. The international trade as regards application of customs and excise laws causes also particular legal problems.
Our proficiency in the application of the INCOTERMS formulas, experience in the issues of international transport as well as a perfect command in foreign languages and permanent cooperation with a number of law firms united in EUROJURIS International enable us to cope with the tasks related to the international trade.
Transport and Logistics
Both transport and logistics support the international and domestic trade, so that become a compulsory area of our firm interest.
As a result of a wide range of rendered legal services, we have proved our experience particulary in the sea-, railway and road transport of goods (domestic and CMR).
The knowledge of logistic problems is a result of rendering long-term legal services to the enterprise representing this field.
Intellectual property
The copyright, patent protection or ensuring the confidentiality of data being trade secrets become a subject of almost any agreement. Thus, these topics have become an universal issue.
The enterprises attach even greater importance to the effective protection of their intellectual property rights as trademarks, inventions, industrial design marks and other. As a consequence, the number of cases regarding the breach of intellectual property is still increaing.
In this area we advise and cooperate with recognized Polish experts and patent attorneys.
Protection of personal data
The topic of personal data protection has become an universal issue. Irrespective of a subject of economic activity, data processing is connected to necessity of fulfilling specified technical conditions and determining formal procedures (e. g. security policy, instruction regarding data protection, indication of personal data base administrator) and also to notification of a collection of data to GIODO.
The above rules worked out and implemented at our Clients were afterwards positively verified in the course of control by GIODO.
Competition - and consumer protection
The issues of competition protection affect not only the enterprises with dominant position on the market.
Merger on local market, price fixing agreement, limiting of sales – these examples reflect the situations that may concern almost any enterprise.
The breach of competition laws could result in grave consequences. For that reasons, we assure the compliance of our Clients strategy and activities with the requirements of this area of law.
Cross – border trials
Since the entrepreneur is being treated as a professional in the trials, the appropriate legal assistance plays a decisive role.
Each commercial contact with a foreign partner requires the determination of the law and jurisdiction governing with a given transaction.
Filing a claim before the court of a wrong country may result in an unsettled damage for a plaintiff. The effective representation of diverse Clients requires from us the proficiency in international civil procedure.
Moreover, once a foreigner stands up before the Polish court, a special procedural safeguards and rules shall apply.
We cooperate with numerous foreign law firms which allows us to ensure professional legal service regarding dispute resolution in Europe and many countries on other continents.
Mediation in dispute resolution
Although, the great number of disputes can be resolved amicably, the parties often are not able to find such a resolution independently. It is a consequence of several factors.
Frequently, our real interests are not expressed properly, the will to resolve the dispute is covered with emotions connected with a difference of opinion and we also are unable to judge the situation objectively. Even being professional, it is difficult to be a good advisor in one’s own business.
Mediation corresponds to such needs – private, secret, informal negotiation of parties with the participation of independent mediator. The mediator does not represent any party, he is an organiser and moderator of conversations who supports the process of defining their real interests and reaching a consensus.
Especially significant are consequences of mediation. The settlement concluded due to this procedure, after the court confirms it, is as legally valid as the settlement concluded before the court. The refusal of performance of the confirmed settlement can directly cause issuing the enforcement clause.
Performing the function of mediator is one of the elements of our law firm’s offer.
Labour law
Your firm consists not only of the capital but also of your personnel. The issues of both individual and collective labour laws lie among the most important fields of each employer’s interests.
Our firm have proved its proficiency in the employer’s rights protection. We render legal services as regards both individual and collective labour law, in particular in preparation of employment regulations, negotiations with trade unions, contacts with employee boards, etc.
We represent our Clients in particular before the labour courts in the trails against employers and trade unions.
Taxes
The efficient legal advisory as regards the economic activity shall take into account the tax consequences of transaction.
We cooperate permanently with numerous tax advisors, in particular with specialists on customs and excise law.
This allows us to guarantee a tax optimisation of proposed solutions. We also represent Clients successfully in proceedings before fiscal authorities and administrative court.