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

  • Client

    Advising on negotiating agreements regarding the indemnity of management board members (Indemnity Letter).

  • Client

    Advice on a transaction involving the withdrawal of a partner-founder from a partnership in return for fixed remuneration and the accession of a new partner-investor, combined with the reconstruction of the company’s capital structure and the conclusion of a shareholder agreement.

  • Client

    Advice on investing in a partnership, which combines elements of private equity investments and debt financing (mezzanine financing), and on creating complex legal mechanisms enabling this type of investment without the need to transform the company into a capital company.

  • Client

    Advice on transforming a partnership into a capital company during its acquisition.

  • Client

    Advice on drawing up and negotiating franchise and master franchise agreements. 

  • Client

    Advice on preparing and negotiating escrow agreements.

  • Official importer of cars and motorcycles from a leading Japanese brand

    Current service in the scope of the activities of the Polish branch

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