Corporate law

At MFW Fiałek, 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

  • 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).

  • Liberty Global and UPC

    Advice on the process of exiting the investment in the Aster cable TV network involving the conclusion of numerous agreements enabling the transaction to take place, including TSAs (Transitional Service Agreements).

  • Empik Media & Fashion S.A.

    Advice on the restructuring of subsidiaries located in Cyprus, Russia, and Ukraine.

  • Company producing building materials

    Advice on separating an organised part of the enterprise of the company providing services for the production of cement products and construction elements.

  • Multinational alcohol distribution corporation 

    Advice on the process of separating an organised part of the enterprise of a company producing alcohol products.

  • Related entities within a capital group

    Advice on preparing loan agreements between related entities within a capital group.

  • Company in the pharmacy sector 

    Advice on transformations compliant with the legal restrictions on running a pharmacy business.

  • Companies in the manufacturing sector

    Advice on restructuring, including spinning off an organised part of an enterprise.

  • Private equity fund

    Advice on the cross-border merger of portfolio companies from Poland and Luxembourg.

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