COMPANY LAW, MERGER PROCEDURES AND TAKEOVERS
CIVIL LAW AND CONTRACTS
ARBITRATION AND COURT CASES
REAL ESTATE AND REAL ESTATE BROKERAGE LAW
CONSUMER TRANSACTION LAW
PUBLIC PROCUREMENT LAW
COPYRIGHT AND INDUSTRIAL PROPERTY RIGHTS
We provide legal services related to the set-up and servicing of corporate structures of commercial law companies, in particular:
- we provide advice regarding the choice of the optimum shape of the company, offering the legal structure suitable for the scale and specifics of the planned or current business activity;
- we provide the servicing of the set-up and registration of companies;
- we carry out the processes of mergers, divisions and transformations of companies;
- we set up and service holding structures;
- we carry out audits within the scope of corporate supervision, transactions of transformation, takeovers, mergers, shares/stock acquisition;
- we provide advice regarding the restructuring of the costs related to the company’s line of business (the fiscal, staff, procedural, debt recovery aspects);
- we provide advice regarding the restructuring of company debt, wealth preservation of the company, its shareholders and members of the board;
- we provide advice regarding the processes of the organization of departments and representative offices of foreign businesses;
- we develop, introduce and supervise the observation of law and corporate governance principles through the development of internal procedures, regulations, resolutions, management agreements, the servicing of the company authorities’ sessions;
- we carry out the legal and fiscal processes regarding the increase of the share capital, forced and voluntary buyout of stocks and shares, retirement of stocks and shares, stocks and shares acquisition, the withdrawal of a partner/shareholder from the company;
- we represent our clients in litigations resulting from the relationship between shareholders and the company, i.a. as to the actions against resolutions, pursuing liability claims from the members of the board;
- we conduct liquidations and bankruptcies of companies, especially as regards protection of the shareholders and members of the board against liability for the company’s debts.
We support the implementation and supervision of the execution of contracts, and represent our clients in arbitration and court cases. We implement and supervise the agreements specific to particular lines of business – both B2B and B2C agreements with particular focus on the aspects of elimination of the risk of the counterparty’s failure to perform their obligations, the elimination of the cost of debt collection, the elimination of abusive clauses, the protection of the company’s trade secrets, the protection against unfair competition, including:
- the agreements connected to the commercial trade of services and products: the specific client’s or transaction’s dedicated agreements, agreement /mass contract/ templates, agreements provided directly as well as those related to the sales and services provided remotely and electronically, including the regulations of the provision of e-services;
- the agreements related to the joint implementation of projects: consortium agreements, joint venture agreements, commercial and civil law related partnership agreements, co-operation agreements, managerial contracts;
- the agreements related to the trade of the rights over intangible assets: copyright transfer, licence and sublicense agreements, implementation agreements (CPU clauses for IT), agreements of invention, patent, know-how, entitlement rights, publishing agreements (collective works, audiobooks, e-books), agreements of access and usage of ICT systems, including electronic databases;
- franchising agreements, agreements of sales, usage and lease agreements;
- agreements related to the development and financial, operational or technological optimization of the company: implementation agreements, consulting agreements, due diligence agreements, bank loan agreements, guarantees, the agreements of leasing of movable and immovable assets, outsourcing agreements, the EU entrepreneur funding agreements, factoring and forfaiting agreements;
- agreements related to business activity in construction industry: agreements of execution of a construction project, building site manager’s contracts, contracts of owner’s representative services, general contracting for construction works, project management contracts, agreements with subcontractors regardless of the trade (including FIDIC);
- agreements related to the activity on property market: rent agreements including commercial properties, leases, including water facilities, sales of the property’s ownership, rights of perpetual use, usage, servitude, including transfer, contractual mortgage, developer agreements, real estate agency agreements;
- agreements related to the organization of the management of property: contracts for the management of property, contracts defining the rules of the management of property by co-owners, the by-laws of the Homeowners Association;
- agreements drawn up in relation to the management of waste disposal;
- compensation agreements: barter, compensatory arrangements, substitute packages;
- sponsoring agreements.
We offer professional procedural help before all courts, tribunals and authorities in Poland, especially:
- before courts of common law and the Supreme Court;
- before regional administrative courts, the NSA, the authorities of public administration of first instance and the bodies of higher instance in appeal proceedings;
- in public contract awarding procedures, especially before the National Chamber of Appeal;
- in proceedings related to tax audit and in penal – fiscal proceedings;
The services of personal and company property protection are addressed to both the entrepreneurs operating individual business activity and commercial law companies, their partners and members of the board and to those entities that only intend to start their own business. As far as specializations go, we offer:
- legal and fiscal counselling as regards the choice and change of the status of business, as well as the choice and changes in internal organization of the company or a group of companies, aimed at legally minimizing the risk of liability related to their ongoing operation or the execution of one /designated/ project, such as the execution of a public contract or the execution of a construction project;
- legal and fiscal counselling for partners and members of the board of commercial law companies oriented at legally minimizing the risk of liability for the company’s debts;
- auditing of the company’s financial standing, designed to verify the amount of debt to private and government entities, the risk of the failure to execute the current and future commitments, the risk of bankruptcy, potential and the possibilities of restructuring;
- preparing and implementing of the company’s restructuring strategy based on the previously conducted legal audit, aimed at preventing the submission of a bankruptcy petition and ensuring the continuity of the business, especially diversification of debt and receivables;
- preparing bankruptcy petitions and representation in bankruptcy proceedings;
- protection in action Pauliana proceedings;
- protection in proceedings related to the liability for the company’s debts;
- protection in proceedings on the creditor’s motion requesting the bankruptcy court statement forbidding business activity.
Limiting the fiscal commitments is possible due to the so called tax optimization. We develop and implement optimization plans based on structural and financial analysis of the company. The main areas of our company’s operation are:
- fiscal optimization and international fiscal planning, i.a. within the scope of choosing the most profitable fiscal frame for a business activity, the transfer of profits from joined stock companies, especially using holding companies, the sale and possession of property, the sale of stocks and shares in joint stock companies, building the “tax shield” and effective account of loss;
- community and international tax law;
- representing the taxpayers in litigations before tax authorities and fiscal audit authorities, as well as administrative courts.
LBC provides full scale counselling in planning and implementation of the legal frame of public and private construction projects, including the ones related to the construction of municipal infrastructure, public roads and motorways. Depending on the specifics of a particular construction project:
- we develop the legal structures of investment activities, especially special purpose vehicles, consortia;
- we participate in the processes leading to the acquisition of the rights to investment land or the rights making the execution of the project possible, including the processes of the acquisition of ownership, perpetual use, conversion, division, expropriation of land, real estate agency representation;
- we participate and represent clients in proceedings leading to obtaining administrative decisions in the investment process, especially building permits, temporary building permits, usage permits, certificates of premise separation;
- we create the templates of agreements with the participants of the construction process, especially contracts for the execution of a construction project, building site manager’s contracts, general contracting for construction works, agreements with subcontractors regardless of the trade;
- we participate in building the legal documentation required for the execution of developer investments, also for the purpose of separating particular residential and non-residential premises from the building;
- we participate and develop agreements related to the organization of the management of property, especially property management contracts, contracts defining the rules of the management of property, as well as provide counselling within the scope of the activity of homeowners associations;
- we create the templates for agreements leading to the sales of the rights to separated residential and non-residential premises, including the so-called “developer agreements”, preliminary agreements of separation and sale of separate ownership of the premises, final contracts including the issues of illegitimate contractual clauses;
- we provide counselling, at any stage of the project’s implementation, within the scope of securing the interests of the participants in the construction process, especially for the purpose of protection from liability for contractual penalties for the failure to execute the construction works or to execute them on time, securing the payment of remuneration for basic, additional or substitute works, the return of guarantee deposits;
- we represent clients in arbitration and court disputes related to the recovery of receivables for executed works, contractual penalties, returnable guarantee deposits, payments for substitute performance.
LBC provides full scale counselling within the scope of real estate law and real estate brokerage, especially:
- evaluating, counselling, conducting processes of purchase and sale of ownership rights, including the sales of land, building or retail property, their exchange, juncture, division, transformation, development, demolition, change of designated use, encumbrance with limited property rights, especially the rights of perpetual use, usage, servitude;
- evaluating and counselling in cases related to the rental of commercial properties, large format facilities, tenement properties and the lease of property, including a special kind of lease of water facilities;
- evaluating and counselling in cases related to law on cooperative building societies, especially connected with day-to-day legal servicing of housing co-operatives, as well as purchase and sell of ownership rights, including expectancy rights;
- evaluating and counselling in cases related to property ownership rights, especially legal servicing of homeowners associations and developer companies, preparing and conducting all stages required for a homeowners association to file a petition for the exercise of statutory warranty claims for deficiencies of common property, representing in court cases acting on behalf of homeowners associations or developer companies;
- evaluating and counselling to real estate brokerage companies, especially in complicated processes of property sales;
- creating templates for real estate brokerage agreements, including the matters of consumer protection against abusive clauses, creating templates for specific task contracts and agency agreements within the frame of the organization of brokerage companies, representing in disputes related to the exercise of brokerage agreements, as well as before the Court of Fair Trading, in cases related to illegitimate contractual clauses;
- evaluating, counselling, carrying out the processes of property revindication, especially the so-called “Warsaw properties”;
- evaluating, counselling, carrying out the processes related to acquisitive prescription, ownership protection or property possession.
The consumer sales of goods and services are conditioned by a series of regulations which shape the minimal and mandatory provisions of law, aimed at assuring the security of this – as is believed – weaker side of market transactions. To ensure that the standards are kept, special requirements within the scope of constructing and carrying out the agreements with customers, their protection from unfair trade practices.
LBC’s specialisation is oriented on counselling the entrepreneurs who sell goods and services to customers, covering:
- creating and evaluating the templates for customer contracts, with particular focus on the requirements of elimination of illegitimate contractual clauses;
- developing the company policy and documentation packages related to consumer transactions (regulations of sales policy, regulations for electronically provided services, statements in warranty claim procedures, documents related to the servicing of the claims of nonconformity of goods with the contract, agreements drawn up out of the company’s premises and through the means of remote communication);
- representation before the Office of Fair Trading (UOKiK) and the Court of Fair Trading, in cases related to the breach of the consumers’ collective interest or the recognition of the illegitimacy of terms and conditions of the contract template;
- representation of entrepreneurs in disputes with customer participation at the stage of negotiations and before the court;
- conducting courses in consumer transactions servicing, drawing up contracts with customers, claims of nonconformity of goods with the contract and servicing warranty claims.
We provide services within the scope of competition law:
- we analyze the behaviour of market participants regarding the planned or current business activity in respect of the evaluation of their conformity with fair trading laws, especially identification of unfair market practices, acts of unfair competition, practices breaching the consumer’s collective interests;
- we provide counselling and representation in proceedings leading to preventing and counteracting unfair competition and unfair market practices, especially in fabrication, construction, trade and services;
- we provide counselling and representation in proceedings related to charges of breaching the customers’ collective interests;
- we represent our clients before the Office of Fair Trading (UOKiK) and relevant courts.
A big part of purchased goods are subject to proceedings indicated in the Public Procurement Law act. Taking that into account, as well as the fact that ambiguity of the terminology used in the abovementioned act causes a series of material, legal and formal problems, LBC provides services regarding:
- the analysis of tender documentation, compiling legal evaluation and providing advice regarding the interpretation of the Public Procurement Law act and tender documentation;
- assistance at negotiations conducted under the Public Procurement Law act;
- preparing appeals against the decisions of the ordering party to the National Appeal Chamber, as well as representing entities before the National Appeal Chamber;
- compiling the means of challenge against the decisions of the National Appeal Chamber to the District Court and representing in the court proceedings.
The LBC law firm provides legal assistance regarding employment issues at the stage of preparing the essential documentation resulting from the provisions of law related to recruitment, employment, continuation and termination of employment, servicing of the ongoing employment relationship, as well as at the stage of industrial actions. LBC’s services include:
- creating the optimum employment structure, establishing and terminating employment, including those with the employees under special protection and members of senior staff;
- analyzing the manners of functioning and employee commitments of the employer’s company, together with adjusting the suitable form of employment;
- employment restructuring;
- counselling regarding collective redundancies;
- developing job contracts, managerial contracts and related documentation;
- developing and modifying the labour law acts, such as rules of procedure and remuneration, assistance and counselling as regards keeping employment records, working time record files;
- developing non-competition agreements, also after employment termination, agreements of material liability for property entrusted to the possession of an employee;’
- negotiating, representing in employment disputes at the pre-trial stage and during court proceedings.
We are experienced in the area of the protection of intangible property rights, especially as regards the protection of copyright of works, as well as pursuing claims that the authors are entitled to. The law firm offers:
- assistance with qualifying the materials made accessible, including analyses pertaining to the text elements in computer programs, from the perspective of putting it under the protection of copyright, existing co-authorship, derivative works, the status of the database producer and other breaches of moral and proprietary rights;
- developing and evaluating copyright transfer contracts of works, licenses, sublicenses, implementation agreements, especially in IT, CPU clauses, know-how contracts, publishing agreements (collective works, audiobooks, ebooks), agreements of access and usage of ICT systems, including electronic databases;
- preparing legal evaluations regarding the chances to pursue the claims for the failure to perform or improper performance of the contract regarding copyright, industrial property rights and others having the intangible property rights, for example the breach of protected know-how, as their subject;
- representing the authors and artists in negotiating the contracts with producers and publishers;
- representing in civil and criminal proceedings, including those related to the protection against unfair competition.
Our lawyers also specialize in the issues related to the protection of trademarks, industrial designs, patents, utility models, trade names, geographical indications. The law firm provides services ensuring the protection of the client’s industrial property rights within the scope of the abovementioned areas of expertise. The tasks most usually entrusted to our lawyers include:
- the initial evaluation of the registration capacity and preparing registration requests;
- developing contract drafts and counseling within the scope of industrial property rights trading, as well as legal advising in negotiating contracts (agreements of invention or patent);
- providing evaluation regarding breaches of industrial property rights;
- servicing court disputes related to breaches of industrial property rights and counteracting unfair competition.
LBC Law Firm provides legal assistance both at the stage of the development of agreements securing the entrepreneurs’ financial interests and in the process of debt collection at the stage of pre-trial and judicial enforcement of claims. Our knowledge, economic risk evaluation regarding the debt in question, co-operation with the parties in the process of establishing the debtor’s property and with court bailiffs offices allow us to minimize the time necessary for debt collection, together with maximizing the effectiveness of debt collection. Among others, our lawyers provide services regarding:
- pre-trial debt collection through negotiations, mediation, verification of property and solvability of the debtor, preparation of debt collection prompts and default notices;
- conducting opposition proceedings, representing entrepreneurs in court and enforcement proceedings;
- the implementation of procedures leading to obtaining bad debt relief on the refund of goods and services tax paid on irrecoverable debts;
- the activities leading to the disclosure of the debtor’s assets.
From the perspective of a company’s business activity, getting to know the practical aspects of the application of law seems to be an indispensable thing. This applies not only to the senior staff, sometimes particularly to the staff keeping directly in touch with the company’s customers. The ability to correctly understand and use the contract templates, regulations, procedures for servicing warranty claims or other legal mechanisms prepared for the company and applicable in the particular trade undoubtedly increases the legal security and economic effectiveness of the company.
We offer to our clients, as well as to external entities, practical training sessions aimed at expanding the knowledge and increasing the awareness of law. We are convinced that the knowledge acquired at our courses may in the future contribute to the quality and effectiveness of the services and organization of our clients.
The courses are organized when the client places a request. They are conducted in compliance with a designated programme regarding either a specific practical problem resulting from e.g. the changes in regulations or rulings which significantly change the current practices in a particular trade, or regarding a specific sphere of the client’s activity (e.g. courses related to the proper practices in drawing up collective agreements). On client’s request we also prepare learning and informational materials to help strengthen the knowledge and refer to the course contents on a current basis.
LBC provides services related to damages caused by medical errors, road accidents, accidents at work, the death of a relative. On behalf of our clients, we pursue the payable damages, reliefs or pensions both from the agents of the damage and the insurers, starting from the stage of notification of liability, through judicial enforcement of claims, to the collection of the amounts due. Within the scope of the abovementioned specialisation, the Law Firm provides legal assistance regarding:
- verification of post-accident/claim documentation and establishing the applicable claims and their possible amount;
- notifications of liability, negotiating with the insurer regarding the attainment of claim amount satisfactory for the client;
- filing petitions for payment or surcharge of damages, relief, pension and conducting proceedings before courts of common law and the Supreme Court;
- conducting enforcement proceedings regarding the claims obtained by the claimant;
- representing in the proceedings before the Disciplinary Proceedings Representative of the Regional Medical Chamber;
- drawing up complaints to the European Court of Human Rights.