GĄSIEWSKI PODNIESI ŃSKI ROMAN - gpr-law.pl · INTERNATIONAL COOPERATION WGR is a member of Legal...

GĄSIEWSKI PODNIESIŃSKI ROMAN & WSPÓLNICY

www.gpr-law.pl

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THE FIRM

Gąsiewski Podniesiński Roman i Wspólnicy law firm was set up through merging of Windmill Gąsiewski & Roman (WGR) with

Podniesieński i Wspólnicy Adwokaci i Radcowie Prawni (PW), which operated earlier under Krzyżagórska Podniesiński Łoboda

i Wspólnicy Adwokaci i Radcowie Prawni business name. We have been operating in the legal services market for over twenty

years and at present we have in total over fifty lawyers.

Our law firm has offices in Gdańsk and Warszawa.

WGR has got international experience coming from a long term cooperation with foreign entities as well as from participation

in a major organization associating law firms all over the world, i.e. Legal Network International headquartered in Switzerland;

the organization comprises over 5000 lawyers from Europe, Asia, Africa and both Americas. WGR lawyers, who specialize

particularly in services for clients connected with commercial real estate, were involved in legal services for clients such as BNP

PARIBAS REAL ESTATE, AEW EUROPE, RECE, POLINVEST, TREI REAL ESTATE (Tengelmann Group), but also in other sectors

for clients such as NORWEGIAN AIRLINE, TNT, Pluradent AG, Lotos Asfalt, PGNiG Obrót Detaliczny, Krajowa Izba Biegłych

Rewidentów (the National Chamber of Auditors), Staffline Group, SIBELCO or MORPOL S.A.

The Partners of WGR have been awarded twice as the leading professionals in surveys of law firms organised by Forbes Polish

Edition. WGR ranks among the top of law firms in the Northern Poland for years.

According to the ranking of Rzeczpospolita newspaper, for the last six years PW has been the biggest law firm in northern

Poland. It has also been awarded many prizes such as the European Medal for tax optimization structure, awarded by the

Business Centre Club, Gryf Gospodarczy awarded twice by the Pomeranian Business Council and the Polish Economy

Ambassador awarded twice by the Business Centre Club.

PW, which provides comprehensive legal services for business enterprises, specializes in sector connected with energy market,

and renders legal services for ENERGA S.A. Group's entities as well as in other sectors for clients such as Towarzystwo

Ubezpieczeń Wzajemnych TUW, Flextronics International Poland, Private Banking Alior Bank SA, Korporacja Budowlana

DORACO and Stocznia Gdynia S.A.

OUR CLIENTS

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INTERNATIONAL COOPERATION

WGR is a member of Legal Network International (LNI) www.lninternational.com/, major

global law firms network operating in nearly 50 countries.

Thanks to cooperation within LNI, clients of our law firm have access to prompt and

professional legal services even in the most remote areas of the world, while constant

monitoring by LNI's management in respect of standard of services provided by its

members ensures not only top-standard legal assistance, but also safety in contacts with

foreign entities, arising first of all from access to full knowledge concerning specific

conditions present in a particular country or region.

• Argentina

• Austria

• Belgium

• Brazil

• Bulgaria

• Canada

• China

• Colombia

• Croatia

• Cyprus

• Czech Republic

• Denmark

• Estonia

• France

• Germany

• Greece

• Hong Kong

• Hungary

• India

• Ireland

• Israel

• Italy

• Japan

• Jersey

• Lebanon

• Liechtenstein

• Luxembourg

• Malta

• Mexico

• Netherlands

• Norway

• Panama

• Peru

• Poland

• Portugal

• Romania

• Russian Fed.

• Serbia

• Slovakia

• Slovenia

• South Africa

• Spain

• Sweden

• Switzerland

• Thailand

• Turkey

• U.K.

• U.S.A. - California

• U.S.A. - Delaware

• U.S.A. - Florida

• U.S.A. - Georgia

• U.S.A. - Illinois

• U.S.A. - Maryland

• U.S.A. - New Jersey

• U.S.A. - New York

• U.S.A. - North Carolina

• U.S.A. - Pennsylvania

• U.S.A. - Texas

• U.S.A. - Virginia

• U.S.A. - Washington, D.C

DOMESTIC COOPERATION

Our law firm is a member of nationwide Kancelarie RP Legal Network www.kancelarierp.pl,

comprising over 20 law firms from individual provinces, recommended by Rzeczpospolita

newspaper. We are the exclusive partner in Pomorskie province. Thanks to our

participation in Kancelarie RP our clients can obtain prompt legal assistance in any part of

Poland.

PRACTICE • Capital transactions

• Mergers and acquisitions / Joint ventures

• Corporate and business law

• Capital markets

• Investment funds

• Labour law

• Competition protection law

• Antitrust law

• European Union law

• Public procurement

• EU funds • Public aid

• Bankruptcy and restructuring law

• Criminal law

• Finance

• Litigation / Arbitration / Mediation

• Tax

• Contract law

• Intellectual and industrial property

• New technology

• Debt recovery

• Insurance • Maritime law

SPECIALIZATIONS • Manufacturing

• Real estate

• Infrastructure and construction industry

• Insurance

• Telecommunications

• Maritime industry

• Energy sector

• Transport and logistics

• Private Equity

• Media and entertainment

• Food and agricultural market

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PARTNERS Mariusz Gąsiewski, Krzysztof Podniesiński and Zygmunt Roman are general partners in the

partnership. The limited partners in the partnership are Małgorzata Kropielnicka,

Małgorzata Olesińska and Jakub Pilch. The partners in the firm are also Mateusz Tomicki,

Michał Karasiński and Zbigniew Szachniewicz.

LAWYERS Our firm and cooperating entities comprise over 50 lawyers who specialize in various law

branches.

PRACTICE GROUPS • Real estate / Construction industry

• Capital transactions / M&A

• Capital markets

• Investment funds

• Energy sector

• IP / IT

• Labour law

• Tax

• Competition protection / Antitrust law

• European Union law

• Food / Agricultural sector

• Debt recovery

• Finance

• Insurance

• Litigation/Arbitration

• Bankruptcy and restructuring law

• Public procurement / EU funds / Public

aid

• Criminal law

• Maritime law

INSURANCE Each lawyer in our law firm has appropriate civil liability insurance policy. The sum insured

is always set out in relevant letter of intent or agreement concerning cooperation.

FEES Our law firm's fees are determined according to standard rates per hour. We also apply a

flexible basis for fee calculation, particularly for large-scale projects with agreed time limit

and scope of work. Depending on client's request, in the case of permanent current legal

services we may charge a lump sum fee.

EXPENSES We present to our clients all the expenses connected with legal services, and the expenses

are also listed separately in an invoice.

LANGUAGES Lawyers in our firm provide legal services in Polish, English and German. We can also

provide legal services in Russian and Spanish.

CONTACT Mariusz Gąsiewski tel. +48 602 570 140 [email protected]

Krzysztof Podniesiński tel. +48 603 777 791 [email protected]

Zygmunt Roman tel. +48 604 428 309 [email protected]

Małgorzata Olesińska tel. +48 607 602 075 [email protected]

Małgorzata Kropielnicka tel. +48 604 126 528 [email protected]

Jakub Pilch

tel. +48 501 042 913

[email protected]

Gdańsk offices:

Al. Gen. J. Hallera 13

80-401 Gdańsk

Tel.: +48 58 340 30 70

Fax: +48 58 340 30 71

Al. Grunwaldzka 184

80-266 Gdańsk

Tel.: +48 58 782 77 00

Fax: +48 58 782 77 01

Warsaw office: ul. Prosta 69

00-838 Warszawa

Tel.: +48 22 370 61 61

WEBSITE www.gpr-law.pl

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PRACTICE GROUPS

REAL ESTATE / CONSTRUCTION INDUSTRY

Team leaders: Zygmunt Roman

[email protected]

Mateusz Tomicki

[email protected]

The real estate and construction markets in Poland require specialist knowledge concerning international standards and

in-depth knowledge of local conditions. In this area we have advantage over our competitors thanks to our knowledge of the

sector, practical innovative approach and experience of our lawyers. We understand that large-scale deals in real estate market

require knowledge of not only the regulations concerning this sector, but also other law areas related thereto.

Within advisory services in this area our law firm provides inter alia legal assistance in acquisition of real estate, investment

process, real estate tenancy and management, as well as buildings technical support.

ACQUISITION OF REAL ESTATE

• Preparation of due diligence reports concerning legal

status of real estate, taking into account any restitution

claims

• Assistance in acquisition of real estate for investment

purposes

• Advisory services concerning acquisition of agricultural

real estate

• Assistance in acquisition of real estate located in special

economic zones

• Advisory services concerning acquisition of real estate

by creditor through enforcement proceedings

• Advisory services concerning restitution and

reprivatisation

• Advisory services for deals, in which a foreign entity is

involved

INVESTMENT PROCESS

• Advisory services for investing in shopping centres and

office buildings

• Advisory services for planned project funding

• Assistance in setting up shopping centre networks in

Poland

• Legal services concerning greenfield projects

• Preparation of comprehensive documentation

connected with investment process in real estate market

• Representing investors in disputes with territorial

administration authorities

• Representing general contractors in disputes with

investors and/or subcontractors

REAL ESTATE MANAGEMENT

• Advisory services concerning building owner's and

manager's liability for personal damage suffered in a

residential building and/or shopping centre

• Fighting against restitution claims of prior real estate

owners

• Advisory services concerning protection of trade marks

belonging to shopping centre networks

• Advisory services concerning current operation of mines

• Advisory services concerning perpetual usufruct charges

• Advisory services concerning establishing of collateral

for loan agreement

• Advisory services in disputes concerning real estate's

boundary lines

• Advisory services concerning title of land ownership

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TENANCY

• Preparation of model contracts of tenancy for shopping

centres and office buildings

• Advisory services concerning entering into real estate

sale-and-lease-back contracts

BUILDINGS TECHNICAL SUPPORT

• Preparation of contracts concerning technical

maintenance of buildings and presentation of opinion

related thereto

• Preparation of contracts concerning performance of

repair work and presentation of opinion related thereto

• Advisory services and representation in disputes with

utilities providers, and, in particular, in litigation

concerning electricity supply to a building

• Advisory services and representation in litigation

concerning improper performance of repair work

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CAPITAL TRANSACTIONS / M&A

Team leader: Mariusz Gąsiewski

[email protected]

Poland continues to be an attractive goal for Polish and foreign investors. Private equity investors and strategic investors

are often interested in Polish business enterprises.

Our team has considerable experience in structuring and handling complex transactions. We function in teams which closely

cooperate with each other in order to provide to our clients top-standard service considering specific features of the market

and advisory services for local and international deals. While handling transborder transactions we cooperate with

prestigious law firms all over the world in order to ensure achievement of the goal laid down by our client.

DEPARTMENT EXPERIENCE

• Advisory services concerning selection of investment

project implementation method (project finance and

corporate finance)

• Carrying out comprehensive due diligence audits

preceding certain capital deals, which audits comprise

legal and tax examination of business firms

• Preparation, presentation of opinion and negotiation of

transaction documents related to purchase and sale of

shares, selected assets, enterprises or organized part

thereof


transaction documents related to purchase or sale of

shares, such as contracts between

partners/shareholders, contracts concerning

cooperation, investment contracts and other joint

venture; type contracts

• Advisory services concerning project funding, including

funding through owners' equity and third party's capital

• Advisory services concerning change in capital structure

or ownership structure of business firm


transaction documents related to purchase and sale of

shares, selected assets, enterprises or organized part

thereof within the scope of obtaining and structuring of

deal's funding, including the stage concerning payment

security


transaction documents connected with merging,

splitting and restructuring of business firms

• Advisory services concerning liability of management

staff and directors of business firm

• Advisory services for foreign investors as to forms of

business operation in Poland

• Preparation of legal documents connected with

corporate governance in commercial companies and

entire capital groups

• Setting up commercial companies and partnerships, their

branches and agencies, and also other entities such as

associations and foundations

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CAPITAL MARKETS

Team leader: Małgorzata Kropielnicka

[email protected]

Our law firm's team of lawyers who specialize in advisory legal services concerning capital markets is fully qualified.


• Carrying out due diligence legal audits with a view to

prepare issuer to perform initial public offering and

prepare prospectus and other required information

documents

• Advisory services concerning admission and entering of

securities in trading in stock exchange market (GPW,

New Connect)

• Advisory services concerning issue of corporate bonds

and securities convertible to shares

• Representation in proceedings before the Financial

Supervision Authority [KNF], the supervision institution

for capital market in Poland, and also in proceedings

before the Stock Exchange [Giełda Papierów

Wartościowych S.A.]

• Advisory services during implementation of corporate

governance rules and advisory services for public

companies covering communication with market,

fulfilment of information duties and contacts with

market supervision institution as well as other financial

institutions

• Preparation of incentive programmes for management

and employees of public companies and support in

implementation thereof

• Legal assistance concerning setting up and operation of

investment funds societies and funds managed by them

• Purchase of significant share packages and fulfilment of

information duties connected therewith

INVESTMENT FUNDS

Team leader: Krzysztof Podniesiński [email protected]

Our law firm provides assistance related to investment funds, in particular in respect of cooperation with investment funds

societies.


• Advisory services concerning setting up investment

funds societies and open-end and closed-end investment

funds, and also representation in proceedings before the

Financial Supervision Authority [KNF], in particular in

proceedings concerning obtaining of permit for

investment funds society's operation and setting up

open-end and investment fund, but also in other matters

connected with operation of investment funds and

investment funds societies

• Carrying out comprehensive due diligence audits

preceding certain capital deals, which audits comprise

legal and tax examination of business firms

• Permanent legal services for investment funds societies

and open-end and closed-end investment funds,

including in particular preparation of internal

regulations, organizational structures, contracts with

entities managing assets and contracts with transfer

agent, and supervision over proper performance thereof

• Advisory services in respect of any contracts concerning

cooperation between investor and investment funds

society, and also contracts concerning company's shares

contribution as payment for investment certificates of

investment funds

• Advisory services concerning securitization projects

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ENERGY SECTOR

Team leader: Krzysztof Podniesiński

[email protected]

We provide comprehensive legal services for entities operating in conventional and renewable energy sectors. At the same

time, we provide services to leading Polish and international companies in energy sector.

We focus on assistance concerning administration and legal issues connected with energy projects implementation, in

particular in respect of environmental conditions and construction law.


• Advisory services concerning implementation of

conventional energy projects

• Advisory services and carrying out comprehensive

proceedings in respect of renewable energy sources (for

example wind power stations and biogas plants), and in

particular advisory services concerning implementation

of wind energy projects, starting from greenefield

projects, including inter alia setting up of a subsidiary,

preparation and negotiation of contracts enabling to

obtain title of real estate, participation in administration

proceedings connected with obtaining decision on

environmental conditions

• Advisory services for acquisition of advanced wind

energy projects, including carrying out due diligence

legal audit for projects and preparation of transaction

documents concerning acquisition of projects in

question

• Carrying out legal examination of energy projects, in

particular as to whether regulations in Energy Law and

related acts are applied correctly

• Legal assistance in design, negotiation and

implementation of contracts concerning energy sale,

transfer and distribution, contracts concerning

connection to power grid, and also trading in emission

rights and assets-related rights arising from certificates

of origin

• Restructuring-related advisory services for energy

companies

• Providing services for M&A deals in energy sector

• Experts' opinions and legal opinions concerning Energy

Law and its influence on energy companies' operation

• Obtaining of concession for production/generation, sale,

transfer, distribution and storage of fuels and energy

• Corporate advisory services for energy companies

• Design of distribution systems for energy companies

with a view to ensure their compliance with competition

law

• Preparation of contracts, general conditions of contracts

and bylaws for energy companies and presentation of

opinion concerning them

• Legal assistance in setting up database of contracts used

in current business operations for energy companies

• Advisory services at concept and legal levels for energy

companies in respect of electricity generation and sale,

including electricity from renewable energy sources

• Representing clients in litigation concerning energy

supply

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IP / IT

Team leader: Jakub Pilch

[email protected]

We have considerable experience in respect of intellectual property rights, including copyright, patents and trade marks. We

participated in setting up and negotiating of conditions of many implementation and maintenance contracts concerning IT

services and systems, including performance of key strategic programmes and projects related to implementation of computer

systems in energy companies (such as CRM and billing systems) We have provided advice and represented our clients in

proceedings carried out by the Polish Patent Office [Urząd Patentowy RP].


• Advisory services concerning copyrights and related

rights

• Working out of copyright-related legal solutions in

contracts and agreements


licence agreements


contracts concerning transfer of copyrights to various

pieces of work, including software

• Advisory services concerning IT systems design and

implementation

• Advisory services concerning patents, trade marks,

industrial designs and other industrial property rights

• Advisory services concerning protection and transfer of

Internet domains

• Advisory services concerning protection of know-how

• Advisory services concerning marketing, advertising and

e-commerce, including advisory services for marketing

campaigns and promotion campaigns

• Representing of clients before the Polish Patent Office

• Representing of clients in litigation, including before the

Polish Court for Community Trade Marks and Designs

[Sąd Wspólnotowych Znaków Towarowych i Wzorów

Przemysłowych]

• Resolving of disputes concerning rights to an invention

• Advisory services concerning personal data processing

• Advisory services concerning transfer of royalties for

photos, posters, brochures etc.

• Protection of personal goods (for example protection of

image)

• Database protection

• Advisory services for IT services customers, for example

negotiation of contracts concerning preparation of

software dedicated for client, granting of licence and

software and corresponding hardware maintenance

____________________

LABOUR LAW

Team leader: Jakub Pilch

[email protected]

Polish labour law and practice in this area are constantly and frequently modified and this has influence on rules governing

nearly all matters concerning employment. Therefore the issues connected with labour law are among the most important and

complex matters in operation of many business firms. Appropriate support in this area can be ensured by our team of qualified

lawyers.

Our law firm has much experience coming from long-lasting and comprehensive legal services provided to many business firms,

including those which have several thousand employees and active trade unions, and also to entities operating in HR services

sector, providing services in respect of recruitment, intermediation, outsourcing and consultancy in employee recruitment.

Within provided services we take measures covering any activities connected with operation of entities in the labour market

and adjustment of employment-related issues. Our labour law lawyers provide solutions, which take into account both

practical aspects of labour law and relations with employees.


• Advisory services concerning commencement and

termination of employment

• Preparation of draft contracts of employment, contracts

of mandate and other civil law-based contracts, and also

any documents concerning employment and required by

corporate rules

• Preparation of documents being internal labour law

standards, and in particular work bylaws, remuneration

bylaws, bylaws concerning company's social benefits

fund, group dismissal bylaws, rules concerning a ban on

competition, rules concerning commercial secrets

• Assistance in contacts with trade unions

• Advisory services concerning collective dispute

resolution

• Advisory services concerning optimization and

restructuring of employment and termination of

employment, including issues concerning group

dismissal

• Advisory services concerning enterprise restructuring

due to merger, splitting and transformation of

companies, including changes resulting from enterprise

acquisition

• Advisory services concerning employer's duties as to

prevention of mobbing

• Representing employers in litigation in labour and social

insurance court, including in particular litigation arising

from employee's claims, such as claim for reinstatement

in one's job, claim for compensation, claim for remedy in

connection with mobbing

• Advisory services concerning optimum forms of

employment for managers, and in particular preparation

of draft management contracts and carrying out

assessment of contracts concluded earlier

• Advisory services concerning design of employee pay

systems and other forms of employee benefits, including

in particular preparation of incentive schemes for top

management and presentation of opinion concerning

them, and preparation of any documents required in

order to implement such schemes

• Advisory services concerning maintenance of

employment documentation

• Advisory services concerning occupational safety and

health regulations and resolving issues connected with

accidents at work

• Advisory services concerning social insurance matters

• Advisory services concerning labour law and taxation in

respect of employment of foreigners

• Advisory services concerning employment's tax

optimization

• Comprehensive assistance concerning planning and

implementation of measures intended to prevent

dispute in employment relation

• Advisory services concerning work organization, for

example in respect of work systems and work time

allocation

• Advisory services concerning law governing temporary

work and employment agencies' activities

• Representing employers in contacts with inspection

institutions, for example State Labour Inspection [PIP]

and Social Insurance Institution [ZUS]

____________________

TAX

Team leaders: Małgorzata Kropielnicka

[email protected]

Mariusz Gąsiewski

[email protected]

Issues concerning taxes appear in most of commercial transactions. Consideration of tax implications may influence the form

and method of conducting a particular deal. The team of our lawyers who specialize in tax law provides comprehensive

advisory services concerning tax aspects of corporate, commercial and financial transactions.

We offer to our clients both assistance in tax matters connected with current operations and advisory services in tax

proceedings and disputes, as well as wide-ranging advisory services concerning tax planning aimed at reduction of tax charges

within the limits of valid law.

TAX CONSULTANCY

• Assessment of tax consequences of implemented

restructuring projects, including splitting and merging of

business firms, issuing of recommendations with

consideration of tax consequences of such occurrences

• Presentation of opinions concerning agreements and

commercial contracts, recommendation of optimum tax

solutions

• Assistance concerning transborder transactions and

avoidance of double taxation

• Preparation and assessment of transfer pricing

documentation

• Advisory services concerning mechanisms of tax

optimization for managers and key employees

• Advisory services concerning income tax, real estate tax,

inheritance tax, VAT etc.

• Carrying out comprehensive due diligence legal audits

preceding certain capital deals, which audits include tax

matters

• Current advisory legal services concerning wide

spectrum of tax matters

DISPUTES / TAX PROCEEDINGS

• Advisory services in pre-inspection period

• Advisory services during tax inspections and

proceedings

• Preparation of objections and requests for fiscal penal

inspection reports

• Preparation of appeals and complaints during tax

proceedings

• Advisory services during proceedings to secure claims

and enforcement proceedings in tax-related matters

• Preparation of complaints to administrative courts and

cassations against judgements of voivodeship

administrative courts and representation during

proceedings initiated by lodging of such

complaint/cassation

• Preparation of constitutional complaints in tax matters

and representation before the Constitutional Tribunal

• Preparation of complaints to the European Commission

in connection with non-compliance of Polish law

regulations or judicial decisions practice with

Community regulations

• Elaboration of matters concerning EU law for the

purpose of current tax disputes, including drafting of

prejudicial questions to the European Court of Justice

• Advisory services and representation in fiscal penal

proceedings.

____________________

TAX PLANNING

• Identification of key areas influencing efficiency of tax

settlements, taking into account such factors as

differences in accounting and tax depreciations,

differences concerning taxation moment, or specific

exclusions from expenses eligible for taxation

• Preparation and implementation of solutions which

optimize taxation, from most basic forms concerning

appropriate managing of tax expense items, up to more

sophisticated, covering items structuring taxpayer's

assets and 'owners' equity and liabilities' and making use

of opportunities offered by foreign tax jurisdictions

• Preparation and obtaining of binding tax interpretations

in Poland and foreign jurisdictions

• Obtaining tax opinions and legal opinions of specialists in

foreign jurisdictions, which participate in optimization

measures

• Analysis of tax consequences of transactions planned by

client, including in particular capital transactions and

assessment of tax risks arising from them, and working

out solutions so as to minimize such risks

• Assistance in setting up and managing of foreign legal

vehicles (such as holdings, foundations) in a number of

jurisdictions offering friendly tax solutions, including in

particular in the Republic of Cyprus, Luxembourg,

Liechtenstein, United Arab Emirates, Slovakia, Sweden,

Switzerland, the Netherlands, Malta or British Virgin

Islands

• Monitoring of and responding to planned tax-related

changes and suggesting optimization solutions adequate

to changing legal circumstances

____________________

COMPETITION PROTECTION / ANTITRUST LAW

Team leader: Mariusz Gąsiewski [email protected]

Within advisory services in this area our law firm provides comprehensive assistance, beginning with assessment whether

client's planned investment measures are in compliance with competition law and do not infringe consumers' interests, up to

representation before the Office of Competition and Consumer Protection [UOKiK] and antitrust court in cases concerning

unfair competition practices.

Our team has also considerable experience in matters concerning product and brand protection, misleading advertising and

comparative advertising, and also threats arising from such practices. We advise clients how to eliminate or mitigate negative

consequences arising from them. We represent clients in litigation in this area, analyze concluded contracts and agreements,

support clients in entering into relevant contracts and agreements and draw up legal opinions.


• Assessment of measures taken by entities which have a

dominant position and those which do not have such

position against their compliance with competition

protection law (for example loyalty discount schemes,

sales volume discounts, margin squeeze, tied selling and

package offers, refusal to deliver)

• Assessment of different kinds of contracts concluded

between entities at the same or different levels of

production or distribution against their compliance with

competition protection law (for example price fixing

agreements, information exchange agreements, selective

distribution agreements and distribution agreements

with exclusivity clause, contracts of sale or purchase with

exclusivity clause, franchise agreements, agreements

concerning maintenance of retail price)

• Assessment of possibility to apply group exclusions and

other exclusions stipulated by Polish and European

competition law

• Due diligence concerning competition law, including in

respect of M&A, agreements between enterprises and

public aid

• Advisory services and representation in proceedings

before the Office of Competition and Consumer

Protection [UOKiK] and the Court for Competition and

Consumer Protection

• Assessment of necessity to obtain consent of President of

the Office of Competition and Consumer Protection

[UOKiK] for M&A deal

• Lodging of application to President of the Office of

Competition and Consumer Protection [UOKiK] to grant

consent for M&A deal

• Advisory services for pharmaceutical companies

concerning pricing policy and distribution agreements,

with consideration of competition and consumers

protection law, including in particular the regulations

concerning anti-competition agreements, abuse of

dominant and monopolistic position in relevant market,

preparation of draft contracts and working out

distribution strategy with consideration of competition

and consumer protection regulations

• Advisory services for pharmaceutical companies

concerning determination of allowed forms of advertising

and promotion

• Advisory services concerning shaping of medical

products sales policy, taking into account the regulations

concerning fighting against unfair competition

• Advisory services for Internet service providers

concerning unfair competition

____________________

EUROPEAN UNION LAW

Team leader: Krzysztof Podniesiński [email protected]


• Representation in judicial proceedings and enforcement

proceedings; assistance in obtaining European

Enforcement Order; advisory services in matters which

require cooperation between courts in different member

countries of the European Union

• Advisory services concerning mergers, acquisitions and

joint ventures, with consideration of EU competition law

• Advisory services concerning application of EU

regulations in respect of consumer protection,

protection of competition in telecommunications sector;

preparation of draft contracts

• Advisory services concerning pricing policy and

distribution agreements with consideration of EU

competition and consumer protection law in respect of

anti-competition agreements, abuse of dominant and

monopolistic position in relevant market

• Advisory services concerning allowed forms of

advertising and promotion for medical products

• Advisory services concerning medical products sales

policy in respect of unfair competition regulations

• Representation in proceedings aimed at obtaining

European Enforcement Order

• Preparation of draft standard contracts concerning

provision of telecommunications services and conditions

of service provision (TVK, SDI, VOIP, HDTV) with

consideration of regulations of EU telecommunications

directives and judicial decisions of the European Court

of Justice

• Representing Polish company in judicial proceedings, in

which the Council Regulation (EC) No 44/2001 on

jurisdiction and the recognition and enforcement of

judgments in civil and commercial matters was applied

____________________

FOOD / AGRICULTURAL SECTOR

Team leader: Zygmunt Roman

[email protected]

Agricultural production has been and will continue to be an important part of the Polish economy. Our team, which specializes

in food sector and agricultural sector law, has provided assistance to many clients in a number of different matters in this area.

We have represented agricultural producers, food processors, retailers and Polish and foreign commercial associations.

Our lawyers have experience in different kinds of matters concerning food sector and agricultural sector. We regularly assist

clients in matters concerning compliance with administrative and supervisory regulations and in transactions in agricultural

sector, as well as in agricultural real estate matters.

Thanks to our experience in matters concerning food sector and agricultural sector we can always provide top-standard

services.


• Advisory services concerning legal solutions specific for

agricultural sector

• Preparation of draft contracts valid in business

operations in food sector and agricultural sector

• Advisory services concerning conditions of purchase of

agricultural real estate in Poland by a foreigner

• Advisory services concerning entering into a contract in

food sector and agricultural sector with consideration of

tax law aspects

• Advisory services concerning application of quality

standards in food production and processing

• Advisory services and negotiation of commercial

contracts concerning distribution of foodstuff

• Advisory services concerning security for performance

of a contract in agricultural sector

• Representing clients in judicial proceedings and

enforcement proceedings

• Negotiations with agricultural producers during pre-trial

proceedings

• Comprehensive services for food sector's enterprises,

including participation in preparation and negotiation of

commercial contracts connected with distribution and

export of products, representation in litigation and

comprehensive advisory services concerning labour law

• Advisory services concerning possibility to set up and

rules of operation of agricultural producers groups

based on the Act on Agricultural Producers Groups and

Their Associations

• Advisory services concerning developing systems for

efficient and effective debt collection, including

preparation of instruments designed to secure payment

• Advisory services concerning trading in crop protection

chemicals

• Advisory services for food producers concerning current

marketing activity, including preparation of rules for

contests and promotion campaigns and presentation of

opinion in respect thereof, preparation of contracts

connected with organization of marketing campaigns

and presentation of opinion in respect thereof, advisory

services concerning personal data processing, advisory

services for issues concerning use of image of well-

known persons

• Advisory services concerning trade mark protection

with consideration of similarity of trade marks which

may mislead consumers

• Advisory services concerning transport, storage and

examination of grain with reference to Polish Standards

• Advisory services concerning compliance with

administrative and regulatory requirements

• Presentation of opinion concerning commercial

contracts and agreements, including in respect of sale,

delivery, distribution, carriage, carrying out scientific

examination and other services

• Advisory services concerning preparation of draft

contract concerning assistance in implementation of

integrated food quality and health safety management

system with a view to satisfy requirements of ISO

9001:2000 standard and HACCP requirements in

feeding stuff department of agricultural enterprise

• Representation in litigation concerning payment of

receivables resulting from grain delivery, with

consideration of specific features of the contract's

subject matter, i.e. the necessity to apply interpretation

of rules arising from Polish Standards concerning

carriage and storage of grain and taking samples in order

to determine grain quality

• Advisory services as to formal and legal requirements

concerning purchase of agricultural real estate in Poland

____________________

DEBT RECOVERY

Team leaders: Krzysztof Podniesiński

[email protected] Zygmunt Roman

[email protected]

Our law firm has wide-ranging experience in respect of assertion of claims for payment, both during amicable proceedings and

all stages of judicial proceedings and enforcement proceedings. Within constant pre-trial debt collection and judicial debt

collection we provide services inter alia to Polish branch of major international courier services firm operating worldwide, and

also many entities in commercial real estate sector in respect of assertion of claims for payment of receivables arising from

renting of premises. In recent years our law firm conducted in total approximately ten thousand debt collection cases.

Our law firm's team is ready to carry out highly complex enforcement proceedings and proceedings to secure claims.


• Developing systems for efficient and effective debt

recovery, including preparation of instruments designed

to secure payment

• Carrying out pre-trial debt collection aimed at entering

into agreement concerning voluntary debt repayment

• Representation in judicial proceedings and enforcement

proceedings

• Carrying out debt recovery pursuant to contractual

security – guaranty, bank guarantees, insurance

guarantees, established mortgages

• Representing of creditors in bankruptcy proceedings

and restructuring proceedings

• Carrying out enforcement against movables, real estate,

bank deposits, receivables and other assets-related

rights

• Advisory services concerning reservation of ownership

of a thing sold as a method of securing claims arising

from contract of grain sale

• Advisory services concerning carrying out enforcement

proceedings against creditor in the form of agricultural

real estate management

• Carrying out constant pre-trial debt recovery and

judicial debt recovery for Polish branch of major

international courier services firm operating worldwide

• Providing services concerning debt recovery retail

trading for major energy firm in gas sector

• Representing entities from commercial real estate

sector in disputes concerning payment of receivables

arising from renting of premises in shopping centres and

office buildings

• Representing a British aviation company in well-known

bankruptcy proceedings of a Polish airline

• Representing leading agricultural producer in respect of

assertion of financial claims from delivery recipients

(agricultural producers), including proceedings aimed at

obtaining European Enforcement Order against a Dutch

citizen

____________________

FINANCE

Team leader: Mariusz Gąsiewski [email protected]


• Representing entities during negotiation of loan

agreements

• Advisory services for banks in funding of commercial

investments

• Legal assistance for merging of banks

• Advisory services for business firms in connection with

bond issue

• Assistance for business firms in restructuring of bank

debt

• Legal assistance for a foreign financial institution in

respect of entering with its financial services into Polish

market

INSURANCE

Team leader: Krzysztof Podniesiński

[email protected]

Safety is one of major factors which influences comfort. Therefore, our law firm really knows how important the insurance

aspect is. Insurance is crucial for both safety of business operations and our daily life. Within advisory services in this area our

law firm provides legal services in respect of business insurance and reinsurance.


• Presentation of opinion and negotiation of insurance

policies, general conditions of insurance and other

documents connected with insurance policies

• Representing clients in a dispute with an insurance

company

• Legal services for insurance brokers

____________________

LITIGATION / ARBITRATION

Team leaders: Zygmunt Roman

[email protected] Jakub Pilch

[email protected]

Any transaction may lead to litigation, even the transaction prepared with the greatest care. When a dispute arises it is worth

having assistance of qualified lawyers who have a complete set of legal tools at their disposal.

Our goal is to resolve any dispute efficiently, in the most economical and advantageous way, from the point of view of carried

out operations. If possible, we try to avoid judicial proceedings. Whether in court or through other procedure (arbitration,

mediation, settlement), our team of lawyers, who specialize in dispute resolution, provides assistance to clients in order to

choose the best way to resolve the dispute successfully, with use of innovative solutions and expert legal knowledge.


• Preliminary analysis of grounds for dispute, and advisory

services concerning selection of the most effective

method of proceedings

• Advisory services and representation in litigation

concerning commercial law, labour law, real estate,

financial markets and intellectual property law

• Resumption of proceedings, in which a court judgement

was rendered

• Representation before the Supreme Court and

Constitutional Tribunal

• Representation before ad hoc and institutional

arbitration courts

• Representation in mediation proceedings

• Representation in any kind of dispute connected with

bankruptcy

• Advisory services and representation in disputes with

the State Treasury

• Advisory services in any kind of dispute with local

authorities in most sectors

• Representation in cases concerning compensation

arising from personal damage

• Representation in disputes concerning insurance

contracts with insurance capital fund (any kind of

'polisolokata', a product combing the features of life

insurance policy and bank deposit, including from

insurance capital fund)

• Representation in disputes concerning foreign currency

loans

• Representation in cases arising from actio Pauliana

• Representation in proceedings concerning issuing of

court order

• Assistance in proceedings carried out before foreign

jurisdiction courts

• Representation in judicial proceedings connected with

payment of receivables arising from carriage of goods

and in disputes which arise on the basis of the

Convention on the Contract for the International

Carriage of Goods by Road (CMR Convention)

• Representation in proceedings concerning reconciliation

of land and mortgage register with actual legal status

• Representation in proceedings concerning

acknowledgment of real estate acquisition by acquisitive

prescription

• Representation in proceedings concerning exemption

from enforcement of agricultural production means

seized in enforcement proceedings

• Representation in disputes with electricity distributor

concerning acknowledgment of absence of obligations

arising from electricity delivery, acquisitive prescription

of easement of transfer or contractless use of real estate

____________________

BANKRUPTCY LAW / RESTRUCTURING

Team leaders: Małgorzata Olesińska [email protected]

Mariusz Gąsiewski [email protected]

Lawyers of our law firm, when acting as legal advisor for Zarządca Kompensacji Stoczni Gdynia S.A., participated in

compensation proceedings from March 2009, including preparation of subsequent stages of sale of Stocznia Gdynia S.A.'s

assets worth over PLN 380 million.


• Assistance concerning financial restructuring of

companies, including debt restructuring and preparation

of expenses optimization programmes, including tax

expenses

• Legal and business analyses concerning managing of

enterprise in crisis situation

• Legal and business analyses concerning determination of

prerequisites for implementation of insolvency

procedures

• Advisory services concerning enterprise refinancing or

change of form of financing, including renegotiation of

conditions of concluded contracts

• Participation in negotiation with creditors

• Preparation of petitions for liquidation bankruptcy on

behalf of creditors or debtors

• Preparation of petitions for bankruptcy with possibility

of compounding with creditors, including also in respect

of legal and business analyses of compounding-related

suggestions together with feasibility study of them

• Representing creditors and debtors in bankruptcy

proceedings, including in incidental proceedings during

bankruptcy proceedings, in particular in proceedings

connected with submitting and determining of

receivables, proceedings concerning approval of

distribution plan, proceedings concerning exemption of

objects and receivables from bankruptcy assets and

proceedings concerning declaration of bankrupt's acts as

ineffective

• Preparation of restructuring scenarios outside

bankruptcy procedure, including negotiation of

conditions of debt restructuring

• Representing management boards of capital companies

in proceedings connected with not timely

implementation of bankruptcy procedure, including in

proceedings connected with determination of civil and

criminal liability of members of management boards of

capital companies

• Representing members of bodies of capital companies in

cases concerning declaration of a ban on business

activity

• Current legal services for insolvency administrators

• Preparation of motions and representing creditors in

proceedings concerning declaration of a ban on business

activity

• Carrying out transborder bankruptcy proceedings

• Advisory services concerning selection and establishing

of security in the case of contracting party's potential

insolvency

• Advisory services concerning purchase of property from

entities declared bankrupt

____________________

PUBLIC PROCUREMENT / EU FUNDS / PUBLIC AID

Team leaders: Małgorzata Kropielnicka [email protected]

Michał Karasiński [email protected]

We provide comprehensive assistance in respect of public procurement procedure both for contracting authorities and

contractors.


• Comprehensive assistance for contracting authorities

and contractors in public procurement procedure

• Participation in preparation of documents in the

procedure, in particular the terms of reference and

appropriate announcements

• Participation in proceedings connected with application

of remedies pursuant to public procurement regulations

• Supervision over contracts awarded pursuant to public

procurement procedure

• Preparation of legal opinions and letters to President of

the Public Procurement Office

• Representing of contracting authorities and contractors

before the National Chamber of Appeal and common

courts

• Representing of contracting authorities and contractors

in disputes during performance of contract awarded

pursuant to public procurement procedure

• Carrying out training concerning public procurement

• Advisory services concerning obtaining of EU subsidies

• Assistance in managing projects funded by means of EU

funds

• Carrying out audits concerning correctness of spending

of public funds

• Advisory services concerning implementation of

public-private partnerships

____________________

CRIMINAL LAW

Team leader: Małgorzata Olesińska [email protected]

Lawyers of our law firm specialize in penal business law, including in particular in penal proceedings and fiscal penal proceedings against members of capital companies' management board. Our law firm has especially wide experience in respect

of offences against business trading, money laundering offence, fiscal penal offences, prohibited acts penalised in the Act on

fighting against unfair competition and Copyright Act.

They also successfully represent clients in penal proceedings concerning malpractice, both as a defence counsel and attorney

for injured party.

Lawyers in our law firm are very well prepared in respect of assertion of civil law claims through penal proceedings.


• Representation in penal proceedings and fiscal penal

proceedings against members of capital companies'

management board

• Advisory services and representation in respect of

offences against business trading


money laundering offence

• Advisory services and representation in respect of fiscal

penal offences


prohibited acts penalised in the Act on Fighting Against

Unfair Competition


prohibited acts penalised in the Copyright Act

• Acting as attorney for prosecutor / injured party (in

particular for business firms) in penal proceedings

against employees

• Representation in penal proceedings concerning

malpractice

• Defence in cases concerning offence against documents

and false deposition offence

• Defence in cases concerning penal liability for

infringement of employees' rights

• Defence in cases concerning penal liability for accident

at work

• Representation of injured party (business firm) in cases

concerning embezzlement of property, committed by

employee to the detriment of the company

• Representing of injured party (business firm) in cases

concerning employee's fraud to the detriment of the

company

____________________

MARITIME LAW

Team leader: Paweł Czerwiński [email protected]

Our law firm provides services to Polish and foreign entities in the maritime law area. Considering numerous multi-aspect

commissioned tasks the team of maritime law lawyers cooperates with captain Paweł Czerwiński, for many years the Polish

government's representative in the International Maritime Organization, and also in the International Oil Pollution

Compensation Fund.

Due to our lawyers' experience supported by practical approach of captain Paweł Czerwiński we have established a qualified

team which guarantees top standard of our services.


• Preparation of draft contracts:

• concerning ship building and repair

• governing ship's operation issues

• concerning seamen's work

• Advisory services concerning assertion of claims

connected with ship repair

• Carrying out bankruptcy proceedings for entities

involved in ship repair

• Securing claims in maritime trade and transport

• Registration of ships and ship mortgages

• Advisory services for shipowners in respect of entering

into charter agreements and performing thereof

• Representing shipowners in cases concerning

overpayment for use of the environment

• Representing entities using the environment in cases

connected with water economy

• Advisory services and representing shipowners in

proceedings concerning arrest of a ship and releasing a

ship from arrest

• Participation in IMO's work within committees in

elaboration of legal and administrative solutions and

maritime conventions and in implementation thereof in

the Polish legal system

• Participation in work concerning regulations in respect

of assertion of claims for damage caused by pollution

(inter alia IOPC Fund Convention, and also their

ratification by Poland)

• Teaching at SDK of Akademia Morska in Gdynia in

respect of MARPOL 73/78 Convention and Helsinki

Convention

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