Practice areas

Support for businesses

• preparing, reviewing or negotiating a contract connected with the business;
• a draft contract submitted by a counterparty whose provisions and legal consequences need to be assessed before signing;
• amending, performing, extending or ending an existing contract before the matter takes on the character of a dispute;
• a planned action or decision connected with the business whose legal consequences need to be assessed before it is taken;
• preparing terms and conditions, a power of attorney, a declaration or another document needed in the day-to-day business;
• the need for ongoing or standing legal support in matters connected with running the business.

Corporate matters

• forming a company and shaping the basic rules of its functioning;
• preparing resolutions and the documentation of shareholders' meetings and of the company's other bodies;
• amending the articles of association, the company's name, its registered office, its objects or other corporate data;
• a change in the composition of the management board or of other bodies, the granting or revocation of a commercial power of attorney (prokura), and a change in the rules of representation;
• an increase or reduction of capital, additional contributions, the taking up, acquisition or disposal of shares, and other changes in the shareholder structure;
• the need to file changes with the National Court Register or to meet other registration obligations connected with changes in the company;
• the need to put the corporate documentation, the powers of the company's bodies or the rules of its functioning in order;
• a planned action, resolution or decision of a company body whose legal consequences need to be assessed in advance;
• a transformation, merger, division or other reorganisation of a company;
• the winding-up of a company's business, its dissolution or liquidation.

Banking, finance and payment services

• the need to prepare, analyse or negotiate a credit, loan, lease, factoring or other financing agreement;
• financing terms requiring assessment as regards the parties' rights and obligations, drawdown, performance of the agreement or its ending;
• the planned establishment, amendment or release of security for financing, including a mortgage, pledge, surety or guarantee;
• a change in the financing terms, refinancing, early repayment or the agreement of new repayment rules;
• a matter concerning a bank account, a payment service, the execution or refusal to execute a transaction, an unauthorised transaction, the blocking of funds or access to the account;
• a bank guarantee, a letter of credit or another instrument securing or settling a transaction that needs to be prepared or analysed;
• the planned provision of payment services, or a change to such activity, requiring an assessment of registration, authorisation or supervisory obligations;
• a dispute with a bank, a payment institution or another financing entity concerning the agreement, a settlement, fees, security or the performance of a service.

Banking, finance and payment services

Capital markets and investment services

• a brokerage agreement, terms and conditions, investment documentation or the terms on which an investment service is provided, requiring analysis;
• a transaction involving shares, bonds, derivatives or other financial instruments;
• rights and obligations connected with the acquisition, holding, disposal or settlement of financial instruments, requiring assessment;
• an issue of shares, bonds or other securities, a public offering, the admission or introduction of instruments to trading, and the related documentation;
• the acquisition or disposal of shares in a public company giving rise to notification, disclosure or other regulatory obligations on the investor's side;
• an issuer's disclosure obligations, the handling of inside information and other regulatory obligations connected with operating on the capital market;
• a matter concerning a brokerage house, an investment fund, an investment fund company or another entity providing investment services or operating on the capital market;
• the planned commencement of, or a change to, regulated activity on the capital market, requiring an assessment of whether authorisation, an entry in the register or a notification is needed;
• correspondence, an inspection, explanatory proceedings or administrative proceedings before the Polish Financial Supervision Authority;
• a dispute concerning an investment service, a financial instrument or a transaction with a brokerage house, a bank, an investment fund company, a fund, an issuer or another financial market entity.

Capital markets and investment services

Commercial disputes

• a dispute over the payment of remuneration, the price, a commission, the return of funds or another settlement arising from a contract;
• non-performance or improper performance of a contract, including a dispute concerning delay, or the scope, quality or manner of performance;
• withdrawal from a contract, its termination on notice or termination, or a dispute over the effects of ending the business relationship;
• a contractual penalty, a set-off, earnest money, the withholding of part of the remuneration, a deposit or other security, or a dispute over whether they are justified or how they are to be settled;
• defects in goods, works or other performances, and rights arising from the statutory warranty, from a guarantee or from liability for improper performance of a contract;
• a dispute concerning the interpretation, validity or effectiveness of a contract or of its provisions and the scope of the parties' rights and obligations;
• a demand for performance of an obligation, or defence against such a demand, where the dispute is not confined to payment;
• other disputes between businesses concerning contracts, the performance of obligations or settlements connected with the business.

Damages and other civil claims

• pursuing damages, or defending against a damages claim, arising from non-performance or improper performance of an obligation;
• a claim for compensation for loss caused outside a contractual relationship, or defence against such a claim;
• a dispute concerning unjust enrichment, undue performance or the obligation to return funds or other benefits received;
• a dispute over the release of an item of property, the return of a performance or another claim connected with a duty to return a particular asset;
• a declaration that a right, an obligation or liability exists or does not exist, where the parties are in dispute about their legal position;
• the actio Pauliana and other mechanisms protecting a creditor where the debtor is insolvent;
• recourse claims and disputes over settlements between entities liable for the same obligation or loss;
• other disputes over pecuniary claims arising from civil-law relationships.

Management, assets and business documentation

• a matter concerning the abuse of powers or a failure to perform duties in handling the property matters or the business activity of a company or another entity;
• a matter concerning fraud, misappropriation, the unauthorised disposal of property or another offence against property connected with business activity;
• a matter concerning the failure to keep the documentation of a business activity, or keeping it unreliably or untruthfully, including its destruction, removal or concealment;
• the forgery or falsification of documents, the certification of an untruth, or the use of unreliable documents or declarations connected with a business activity, including transaction documents or invoices;
• a matter concerning an allegation of commercial corruption — the defence of the person concerned, or the representation of a business or company injured by such an act;
• proceedings concerning the liability of a company or another collective entity for a prohibited act connected with its activity.

Financing, creditors and commercial dealings

• a matter concerning the obtaining of credit, a loan, a surety, a guarantee, a letter of credit, a grant, a subsidy, other financial support, a payment instrument or a public contract by using unreliable documents or declarations;
• the concealment, disposal or encumbrance of assets, or other steps relating to assets that may frustrate or reduce a creditor's satisfaction;
• bringing about insolvency or bankruptcy, or other steps relating to a debtor's assets taken to the detriment of creditors;
• satisfying or securing selected creditors at the expense of the others, or other irregularities connected with insolvency;
• collusion, obstruction or other irregularities concerning a tender, an auction or public procurement proceedings;
• a matter concerning money laundering, including the origin of funds and steps that may serve to conceal their criminal origin;
• a criminal matter connected with financial instruments, trading in securities, the use or unlawful disclosure of inside information, market manipulation or other acts concerning the financial or capital market;
• other criminal matters connected with financing, transactions, counterparties, creditors or commercial dealings.

Liability of management board members

• the liability of a current or former management board member for the company's obligations, including a creditor's claim after enforcement against the company has proved ineffective, and a dispute over the conditions of that liability or of its exclusion;
• the liability of a current or former management board member for the company's tax arrears or for social security contribution liabilities, including proceedings before the tax authority or the Social Insurance Institution;
• liability towards the company for loss caused by an act or omission connected with holding office, including a dispute over whether the required diligence and loyalty to the company were observed or whether the act fell within the limits of justified business risk;
• liability for loss connected with the failure to file, or the late filing of, a bankruptcy petition;
• liability connected with an unlawful payment out of the company, with the obligation to return it, or with another breach of the rules protecting the company's assets;
• another claim against a current or former management board member, or defence against a claim connected with holding or having held office.

Shareholders, partners and corporate disputes

• the liability of a partner of a partnership for the company's obligations, including a dispute with a creditor over the grounds, extent or manner of pursuing that liability against the partner's assets;
• a dispute concerning contributions, additional contributions or payments out of the company, including the obligation to make or return additional contributions, to perform the contribution obligation or to return a payment received unlawfully;
• a refusal to provide a shareholder with information, explanations or access to the company's books and documents, and a dispute concerning the exercise of the right of inspection;
• a dispute concerning the exercise of a shareholder's rights, including voting rights, participation in profit, participation in the shareholders' meeting or the way decisions are taken in the company;
• a shareholders' resolution that needs to be set aside or declared invalid, and the defence of the company against such an action, including a dispute concerning a resolution on discharge;
• the exclusion of a shareholder from the company, defence against a demand for exclusion, or a dispute concerning the suspension of the exercise of their rights attaching to the shares;
• the pursuit by a shareholder, on the company's behalf, of a claim for compensation for the loss caused to it, where the company itself does not take the appropriate steps;
• a dispute concerning shares, a shareholders' agreement or a shareholder joining or leaving the company, including the effectiveness of a disposal or encumbrance of shares, the consent required, the performance of the agreement or the related settlements;
• a lasting conflict between shareholders, a deadlock or other circumstances preventing the company from functioning properly, including an action for the dissolution of the company by the court.