We provide ongoing corporate legal services and handle transactions — from legal due diligence and negotiations through to closing and integration. We pay attention to details that may only become apparent several years after an agreement is signed.
Transactions are rarely just about the price. The outcome depends on representations and warranties, settlement mechanisms, security arrangements and whether the parties have anticipated scenarios in which things do not go according to plan. Our role is to foresee those scenarios in advance.
Ongoing Corporate Legal Services
We manage corporate documentation for companies and partnerships: resolutions of shareholders' meetings and general meetings, minutes of management board and supervisory board meetings, amendments to articles of association and company agreements, increases and reductions of share capital, applications to the National Court Register, and filings with the Central Register of Beneficial Owners. We advise on the appointment and removal of members of corporate bodies, their remuneration and the granting of discharge for the performance of their duties. We prepare internal regulations for corporate bodies and decision-making procedures within corporate groups, including arrangements based on Polish corporate group legislation.
Company Formation, Transformations and Reorganisations
We select the legal structure to suit the owners' plans, not the other way around — different solutions work for regulated businesses and for projects involving financial investors. We handle corporate transformations, mergers, divisions and contributions of businesses or their organised parts to companies, including complete documentation and representation in registration proceedings. We advise on establishing simple joint-stock companies and holding structures, as well as cross-border reorganisations, succession planning in family businesses and family foundations.
M&A Transactions
We handle transactions for both buyers and sellers. We begin with the transaction structure: whether to sell shares or assets, whether to use a single agreement or a staged closing, and which approvals are required. We conduct legal due diligence, focusing particularly on areas in which we have dedicated expertise: public procurement contracts and the risk of losing them, State aid and the durability requirements of EU-funded projects, data protection, intellectual property rights, employment matters and administrative decisions essential to business operations. We negotiate letters of intent, non-disclosure agreements and sale and purchase agreements, including representations and warranties, purchase price adjustment mechanisms and security arrangements. We then guide clients through transaction closing and post-closing activities.
Shareholder Relations and Corporate Governance
The most difficult corporate disputes often arise between people who once founded a business together. We prepare shareholders' agreements regulating exit arrangements, rights of first refusal, drag-along and tag-along rights, profit distribution, deadlock resolution mechanisms and non-compete obligations. We advise on bringing investors into a company, management incentive schemes and shareholder reporting arrangements.
Management Board Liability and Corporate Disputes
We advise management board and supervisory board members on the scope of their liability towards the company, creditors and public authorities, as well as on measures that can limit that liability: properly documenting decisions, assessing the company's financial position and responding to the threat of insolvency. We represent parties in corporate disputes involving challenges to resolutions, exclusion of shareholders, dissolution of companies, damages claims against members of corporate bodies and payment claims arising from breaches of representations and warranties in transactions.
Corporate and M&A Law – Transactions, Due Diligence and Disputes - Styczynski-Keller
