Our goal is to provide comprehensive services in the area of corporate law. Thanks to our team’s wide experience gained both as lawyers in law firms and in-house lawyers in international enterprises, we have developed a deep understanding of our clients’ business needs.
We are aware of the fact that corporate matters might generate risks for companies, shareholders or management. Our professional advisory combined with business experience allows our clients to conduct their businesses in an organized fashion while minimizing potential risks.
We believe in the individual approach to each client’s legal needs at each stage of running a business. We advise our clients in the process of organizing capital structure, running day-to-day business, planning the expansion or transformation of a business, mergers and acquisitions (M&A) and in the liquidation process.
As Baker Tilly Woroszylska Legal is a company associated with TPA Poland and Baker Tilly International network our Clients can benefit from tax and financial advisory, which is essential in planning and conducting business ventures.
1. Starting your business
- Advisory in choosing the most effective way of conducting a business – Polish law provides for several types of partnerships or companies;
- Assistance in incorporating a partnership, a company, or a branch (also as a proxy representing the shareholder);
- Representation in registration proceedings before the registry court and other institutions
2. On-going legal advisory
- Secretarial services, which include for instance: maintenance of the share register, registration of changes in the entrepreneurs register, preparation of annual management activity reports
- Preparation and implementation of transparent and tailored corporate governance, by-laws and other corporate documentation
- Preparation of resolutions, e.g. regarding appointment or dismissal of members of the management board, increase of share capital, approval of financial and management board statements
- Conducting meetings of corporate bodies (also as a proxy representing the shareholder) – board meetings, supervisory board meetings, shareholders meetings, general meetings
- Advisory to the governing bodies and management
- Advisory and representation in corporate disputes
- Audit of a current organizational structure
- Advisory in choosing the target structure
- Preparation and execution, also as a proxy, of all corporate documents required for transformation of a partnership or a company
- Representation during registry proceedings before the registry court and other institutions
4. Mergers and acquisitions
We provide advice to small and medium-sized enterprises, especially family-run businesses and their shareholders, as well as large domestic and international corporations, in the field of domestic, international and cross-border transactions of acquisition, merger and sale of enterprises.
We assist our Clients at every stage of the M&A transaction, supporting them with our expert knowledge and practical experience in transactions. Together with our partners from TPA Poland we advise in preparing and structuring the transactions, perform legal, tax and financial Due Diligence, draw up transaction documentation, conduct transaction negotiations and support our Clients during the close-up of the transaction and in post-transaction activities.
Our advisory includes in particular:
- acquisition and sale of enterprises (sell-side and buy-side),
- acquisition of enterprises and their assets under the bankruptcy and enforcement proceedings,
- restructuring of enterprises in preparation for sale transaction,
- legal and tax structuring of enterprise acquisition and sale transactions,
- drawing up investment contracts and partner agreements/contracts,
- structuring and establishing joint ventures,
- advisory for management boards in the process of enterprise acquisition and sale,
- Due Diligence (including vendor Due Diligence)
- representation before the Polish Office of Competition and Consumer Protection in the process of enterprise acquisition and sale,
- post-transaction disputes,
- post-transaction structuring and integration.
Based on our many years of experience, we assist both domestic entrepreneurs and international groups of companies, as well as natural persons running a business on their own behalf – in planning, preparing and implementing business restructuring operations.
Depending on the needs and type of the restructuring, they are primarily aimed at the best possible adaptation of the target corporate structure of the enterprise to the nature and scale of the business, ensuring or restoring market competitiveness, growth of the business efficiency and value, operating cost optimization and succession (in particular in case of the demise of a natural person conducting business activity).
When choosing the type of restructuring and during the process, together with our partners from z TPA Poland, we provide comprehensive advisory, taking into account all legal and tax aspects at every stage of proceedings, including:
- audit of the current corporate structure,
- verification of the legal and tax results of the restructuring,
- drawing up proper restructuring documentations, i.a. transformation, division or merger plans, documentation necessary to exchange shares or make a contribution,
- preparing and carrying out the transition of enterprise or its organized part,
- carrying our cross-border restructuring, including cross-border mergers.
6. Intellectual property
We support our Clients with respect to obtaining and protecting intellectual property right.s, including licenses, author’s economic rights and trademarks.
Intellectual property – albeit it might seem abstract and intangible – is often a company secret and one of its main values, thus determining its innovativeness and competitive edge. In the present era of technological progress, the issues related to intellectual property gain in importance; hence, the protection of such rights is becoming exceptionally important.
Our advisory in the above fields includes in particular:
- audit of owned intellectual property rights,
- drafting contracts that guarantee a successful obtaining of a license or transfer of the author’s economic rights including the right to adapt and to exercise derivative copyrights,
- drawing up documentation and representing before relevant authorities in the process of obtaining a right of protection for a trademark,
- representing before the Polish Patent Office in opposition proceedings regarding a request of objection for an application for registration of a trade mark and of invalidation of the protection right,
- representing before the common courts in cases regarding claims for damages for breaches of intellectual property rights or trademarks,
- advisory with respect to transactions involving disposition of the author’s economic rights and transfer of rights to a trademark,
- preparing procedures aiming at protection of company secrets and know-how, including drawing up non disclosure statements and agreements (NDA).
7. Competition law
We advise our Clients in cases with respect to broadly defined competition law. We assist them in actions aimed at protecting their interest against third party actions, which hinder the development of healthy and desired competition in the free market (e.g. abuse of a dominant position, horizontal and vertical agreements).
We advise our Clients and represent them with respect to safeguarding their legitimate interests and pursuing claims due to unfair competition acts by third parties (e.g. the so-called “slotting allowance”, unfair advertising, misleading designation of goods or services, imitation).
Our advisory includes in particular:
- planning of the marketing strategy in terms of competition law,
- planning of sales processes in terms of competition law,
- protecting trade contracts in terms of competition law,
- representing enterprises before the Polish Office of Competition and Consumer Protection,
- representing enterprises in court proceedings regarding cases of claims resulting from unfair competition acts.