contact: Tadeusz Komosa/Michał Mieciński

Recent publications - corporate

Recent publications - real estate

Corporate law is one of our main specialisations. According to Legal 500 EMEA 2008, our firm “is known for its thorough knowledge of commercial law, telecommunications and IT, as well as activities in restructuring and insurance”.

To implement your intentions, solve a problem or reassure you of the soundness of your business decisions, we apply our thorough and extensive knowledge of civil and commercial law, particularly in connection with the following projects:

• mergers and acquisitions, including private equity transactions and the privatisation and commercialisation of state enterprises,
• establishing, merging, transforming and restructuring companies,
• advice with regard to internal dealings of companies, including good corporate practice, corporate governance, internal regulations, disputes in connection with the execution of rights attached to shares and owner’s supervision,
• restructuring of companies and bankruptcy proceedings,
• professional real estate transactions (including sale-and-leaseback, leasing and tenancy, development projects, construction contracts),
• preparing and negotiating all types of commercial contracts,
• business project financing projects (project finance, structured finance, leasing).

contact: Jolanta Sawicka

Recent publications

In many cases business success depends on the people working for it. The skilful retention of a manager or employee in a company, the correct drafting of the right contract, the inclusion of appropriate motivation mechanisms in it, as well as regulating, in advance, the terms and conditions of contract termination, ensures a company’s growth, and where needed the smooth exchange of key personnel. Furtek Komosa Aleksandrowicz provides services with regard to individual or group employment relationships. We can advise you on the following issues:

• general advice on labour law issues,
• the conclusion and termination of employment contracts and civil law agreements of a similar nature,
• non-compete agreements,
• regulating employment relationships with key personnel, including management contracts and management option plans,
• labour disputes,
• transfers of workplaces to new employers,
• employment by-laws and remuneration regulations, collective labour agreements and all other documents related to employment relationships,
• employment reductions, including group redundancies.

contact: Leszek Rydzewski

Recent publications

Financial sector institutions play a key role in the development of the entire economy and of individual projects. In working with banks, insurance companies and pension funds we try to understand your individual needs and the profound regulation of the sector. We can help companies to negotiate project finance agreements (credit facilities, bond issues). When the economy begins to waver, we can help in restructuring debt.

Legal 500 EMEA 2008 recommends us in its Banking and Finance category, saying that “one of its regular clients appreciates the ‘professional knowledge’ of its team and its ‘comprehensive approach to business’. With regard to services related to banking disputes the firm has no equal.”

We advise financial sector clients on all issues related to their business – including the following:

• statutory matters and internal organisation (statutes, by-laws, formal requirements for decision-making, particular requirements for members of corporate bodies),
• business conduct principles, as well as the preparation and offering of banking, insurance and investment products (regulations, agreement templates, statutory considerations),
• relations with financial sector regulators, financial information regulators and competition and consumer protection authorities,
• relations with providers (especially with regard to IT systems),
• outsourcing agreements (IT and debt recovery outsourcing) and relations with subcontractors (insurance intermediaries),
• client relations (advice and representation in negotiations, amicable and litigious debt recovery and restructuring, regressive claim implementation), also with customers,
• the establishment and mergers of banks and insurance companies, takeovers of pension funds,
• entitlements and obligations applicable to banks,
• professional secrets,
• debt restructuring in the event of a client’s financial situation deteriorating.

contact: Leszek Rydzewski

A company’s success depends to a large extent on the funds it can gather for investments and expansion, or for current operations. We can help companies looking for financing with regard to existing legal conditions and available solutions, as well as support them in the negotiation of financing agreements. To financing institutions we offer effective advice by explaining client requests from the perspective of our experience working for finance-seekers.
We can provide help with regard to all forms of project finance:

• share capital increases and shareholder loans,
• credit facility agreements (including structured project finance, convertible loans, loans from inter-governmental financial institutions, syndicated loans, mezzanine finance) and their insurance extensions,
• debt securities (bonds, securities), including public issues.

contact: Michał Mieciński

Recent publications

If you require comprehensive advice on bankruptcy or restructuring law, we offer the following services:

• advice when you are seeking (whether as a creditor or a business in financial straits) solutions for financial restructuring (including the renegotiation of credit facilities, sale of assets for debt reduction, obtaining financial support from shareholders or investors),
• support in protecting the interests of firms threatened by insolvency or during bankruptcy proceedings,
• advice for members of the corporate bodies of firms threatened by insolvency,
• assistance when as a creditor you try to analyse your situation with regard to the risk of insolvency or with regard to an insolvent business partner,
• debt recovery on behalf of insolvent companies,
• advice in enterprise or asset purchase transactions during bankruptcy proceedings if you are interested in taking over the assets of an insolvent company.
  

contact: Leszek Rydzewski

Recent publications - IP

Recent publications - IT and new technologies

In today’s world, intellectual property and new technologies are crucial to a company’s efficient functioning.

In this area we can help you prepare and negotiate agreements regarding the transfer, use or creation of intellectual property assets. We can represent you in court disputes related to these issues.

We can also advise you on how to best secure your interests with regard to:

• licence agreements,
• intellectual property and proprietary copyright transfer agreements,
• know-how usage agreements,
• franchise agreements,
• implementation agreements,
• advertising development agreements,
• website development agreements,
• Internet content placement agreements.
  

If you are involved in a dispute regarding broadly understood intellectual property, we can represent you in cases involving:

• copyright infringement,
• trade mark infringement,
• patent infringement,
• unfair competition.
  

New technologies require a particular understanding of your needs. Furtek Komosa Aleksandrowicz can find the best solutions for your company’s needs. Working with both recipients and providers of IT services, we advise our clients on:

• the preparation of tender proceedings for purchasers of IT systems of significant value,
• the preparation and negotiations for the delivery and implementation or construction of complex IT systems (including multi-party systems),
• agreements related to the production and distribution of software,
• agreements with contractors (software engineers, programmers, consultants, etc.),
• research and development agreements,
• agreements with business partners,
• distribution agreements,
• end-user contracts (licence, implementation, maintenance and support agreements).

We can particularly assist telecommunications operators in:

• preparing and negotiating agreements for the delivery of equipment, software, for the construction of telecommunications networks and related services,
• tender proceedings for public orders for telecommunications solutions and services for public bodies,
• telecommunications and electronic market regulatory proceedings,
• searching for project finance from debt financing, shareholder funds and asset financing,
• corporate issues (including the contribution of rights to telecommunications networks).

contact: Anna Cudna-Wagner

Recent publications

The word “trust” can mean both “confidence” and “monopoly”. However, this double-entendre is no mystery to us. We know everything about antimonopoly law, and this is why we have our clients’ full trust.

Legal 500 EMEA 2008 recommends our firm’s competition practice: “it ensures the comprehensive servicing of mergers in the power, industrial and banking sectors. Its clients include PGE S.A., HOOP S.A. and PKO BP S.A. group companies.”

While implementing any business idea, it is important to ensure legal security for it. With this aim, even at the stage of conceptual work, we can ensure the participation of lawyers specialising in competition issues. They can identify all legal obligations related to the implementation of the project. If analysis shows that a project must be reported to the President of the Competition and Consumer Protection Office, the early determination of this obligation makes it possible to quickly and efficiently gather the needed documents and information – and this in turn helps avoid delays at later stages. We also take care to have all agreements accompanying your projects conform to competition laws. This refers in particular to non-compete agreements, which we prepare so as to eliminate any risk of their being challenged by the President of the Competition and Consumer Protection Office.

If a planned project must be reported to the President of the Competition and Consumer Protection Office:

• we can prepare a notification regarding the intention to concentrate capital,
• we can represent you, if need be, in antimonopoly proceedings in capital concentration cases before the President of the Competition and Consumer Protection Office and the Competition and Consumer Protection Court, as well as courts of higher instance (if court proceedings are initiated).
  

Your current operations also result in competition law issues. In order to eliminate the risk related to this, we can:

• evaluate the contracts you conclude and actions you take to eliminate the risk of their being classified as anti-competitive,
• prepare and conduct competition law training that fits the type and scope of your operations.

We are also at your disposal if, as a result of an inspection in your company, the President of the Competition and Consumer Protection Office initiates antimonopoly proceedings in relation to anticompetitive practices. We can ensure that you are properly represented in these proceedings and in court proceedings if it becomes necessary to challenge a decision issued by the President of the Competition and Consumer Protection Office.

contact: Marek Furtek, Anna Cudna-Wagner

Recent publications

Participation in the resolution of disputes in which you are involved as a claimant or defendant is one of our firm’s main areas of practice.

For your needs we create teams of specialists from various fields of law, who prepare and implement the best solutions, also with regard to procedural law. An example of such collaboration is the banking-procedural team, which advises banks on cases related to forex options.

Litigation
Chambers Europe 2008 and Legal 500 EMEA 2008 recommend our firm in the Dispute Resolution category. Chambers Europe 2008 states that “The firm has also gained a reputation in all areas of dispute resolution, often representing Poland’s largest companies and banks.” Legal 500 EMEA 2008 stresses that “The firm concentrates on disputes in the banking, power and construction sectors, as well as in intellectual property. [...] the firm’s clients include PKN Orlen and Bank Millennium.”

At the stage preceding a court dispute, we can assist you in evaluating the risks involved in it and consider with you the feasibility of alternative methods of resolving the dispute. If the dispute goes to court, we can represent you before the common courts, the Supreme Court, in arbitration, as well as in administrative and administrative court proceedings.

We conduct cases for clients from various sectors of the economy. Among our clients are banks, which we represent in numerous proceedings related to banking operations (e.g. forex derivative transactions), in cases related to agreement templates and in cases related to the organisation of a bank’s operations (e.g. disputes regarding the lease of office space). We also represent companies operating on the power, fuels, construction and FMCG markets. We have a tremendous amount of experience in litigation under company law – for example, we participated in several precedent-setting cases related to a joint stock company’s shareholder’s liability towards its creditors, and we represented one of the “Big Four” auditors sued by a client – the court case ended with the claim being rejected (this was a precedent-setting case for the interpretation of regulations on auditors’ liability).

We also have experience in conducting administrative and administrative court proceedings: before province administrative courts and the Supreme Administrative Court – for instance with regard to the so-called “Warsaw Properties”.

Arbitration
Furtek Komosa Aleksandrowicz specialises in conducting and settling disputes by arbitration. We represent clients in ad hoc arbitration disputes and proceedings before fixed arbitration panels such as the Arbitration Panel at the Polish Chamber of Commerce and the Arbitration Panel of the Polish Bank Association in Warsaw. We have been entrusted with cases before international arbitration panels, such as the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna and before ad hoc international arbitration panels.

We represent clients in post-arbitration proceedings, meaning proceedings for the determination of enforceability, as well as for recognising or overturning domestic and international arbitration awards.

Our lawyers are appointed as arbitrators in proceedings before domestic and international arbitration panels, both in institutions (SAKIG, ZBP, VIAC, ICC, PCA) and ad hoc, as well as in investment disputes (BIT).

We also organise and administrate ad hoc arbitration proceedings. In this area we guarantee efficient organisational and administrative services, fully equipped rooms with the possibility of digitally recording the proceedings, and well qualified staff. We have organised more than a dozen ad hoc arbitration proceedings using UNCITRAL, SAKIG and ICC rules.

The reputation of our lawyers on the market is highlighted by the fact that they have taken part as experts in legislative work on amending the Civil Proceedings Code with regard to the introduction of UNCITRAL model rules to the Polish legal system. They have authored or co-authored more than a dozen of the adopted solutions.

European Legal Experts 2009, Chambers Europe 2008 and Legal 500 EMEA 2008 recommend Marek Furtek in the Dispute Resolution category. Chambers Europe 2008 indicates that clients describe him as an “excellent arbitrator”, who often participates in Polish and international arbitration panels. Legal 500 EMEA 2008 states that “Marek Furtek holds the highest qualifications with regard to arbitration cases”.

Mediation (ADR)
Our lawyers take part in alternative dispute resolution, in particular in mediation and amicable negotiation, as well as in dispute resolution proceedings conducted in line with the FIDIC Conditions of Contract and the Resolution of Disputes. Marek Furtek is listed as a mediator by the Arbitration Panel at the Polish Chamber of Commerce in Warsaw. We advise on such proceedings and also organise and administrate them.

contact: Mariusz Aleksandrowicz

Recent publications

We guarantee the highest quality broadly understood tax advice with regard to issues such as:

• M&A and restructuring,
• leasing and project finance,
• real estate transactions,
• investment funds,
• custom-designed financial transactions (including the design of special financial products, such as securitisation, EMTN etc.),
• litigation in tax matters including representation before the administrative courts.