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

  • 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.

  • Capital group

    Advice on the process of restructuring the capital group, including the reverse merger of two companies in the manufacturing industry (a downstream merger).

  • Joint-stock company

    Advice on the preparation of confidentiality agreements, employment contracts, and non-competition agreements for members of the company’s management board.

Practices
  1. 01. Mergers and acquisitions
  2. 02. Private equity, venture capital
  3. 03. Acquiring an investor
  4. 04. Share offers
  5. 05. Bonds issues
  6. 06. Due diligence
  7. 07. Real estate and investment process
  8. 08. Acquisitions, capital market transactions
  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