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

  • Swedish manufacturer of waterproof materials 

    Advice on converting receivables into equity in a subsidiary.

  • French company in the FMCG sector

    Advice on the division of a subsidiary.

  • Japanese automotive group 

    Advice on the cross-border merger of subsidiaries (two Polish and one Dutch) and the restructuring of business activities in Poland.

  • Companies in the healthcare industry

    Advice on the division of companies in the healthcare industry.

  • Capital group

    Advice on restructuring a capital group, including the merger of a limited partnership and a limited liability company.

  • Group of companies

    Advice on preparing articles of association for limited liability companies and joint stock companies.

  • Subsidiary of a German company in the construction industry 

    Advice on the restructuring process for a capital group, including transforming a limited liability company into a joint-stock company.

  • French company 

    Advice on restructuring a capital group, including the liquidation of a Polish subsidiary.

  • Multinational company in the pharmaceutical industry 

    Advice on restructuring a capital group, including merging its subsidiaries located in Poland.

  • Holding companies

    Advice on the cross-border merger of holding companies owned by a Polish entrepreneur operating in the real estate industry.

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