Practice Areas

IT law

The firm's Managing Partner, Rafał Kasterski, has for many years provided legal services to public and private entities operating in the IT market. We have drafted several hundred IT contracts and amendments, including contracts concerning some of the largest IT systems in Poland.

We support purchasing processes conducted under public procurement law and in private procedures. We take part in negotiations with suppliers and contractors. We draft and review contracts concerning IT and telecommunications, including:

supply and servicing of computer hardware,
development, implementation and operational support of IT systems,
telecommunications services (telephony, IP telephony, WAN services),
transfer of copyright and software licensing,
maintenance services, including services with guaranteed SLA,
outsourcing agreements.

Depending on the client's needs, we propose contractual solutions suited to system-based or service-based delivery models. We adapt contracts to the processes, standards and tools used by our clients. We support implementation projects and take part in project team meetings. We draft and review amendments and call-off contracts under framework agreements. We assist clients in resolving disputes with contractors.

Public procurement

A significant part of the firm's clients are public entities required to apply public procurement law. We have many years of experience in advising both contracting authorities and contractors. Our services include:

advice on the choice of the award procedure, including opinions on the availability of non-competitive procedures,
advice on the preparation of procurement procedures, including assistance in drafting the contract notice, conditions for participation, procurement documents and the contract terms,
assistance to contractors in preparing requests to participate, tenders, appeals and accessions to appeal proceedings,
participation in the work of tender committees (in an expert capacity),
assistance in the examination and evaluation of tenders,
representation of parties in appeal proceedings,
audits of procurement procedures and ex-ante reviews.

We also conduct public procurement procedures acting as the contracting authority's representative.

Restructuring, mergers and acquisitions

Since its establishment, the firm has provided legal services in M&A processes, including privatisation projects. The firm has handled complete merger and acquisition processes, including the merger of 22 sugar mills into Krajowa Spółka Cukrowa (the Polish National Sugar Company) — covering legal analyses of the companies for merger purposes, preparation of the legal part of the merger plan and drafts of documents related to the merger process.

We have taken part in preparing legal analyses for the purposes of acquisition, privatisation, merger or financing of more than 100 entities, including banks, power utilities, combined heat and power plants, sugar mills, chemical plants, press publishers, a press distributor, an airport, handling companies, telecommunications operators, as well as small start-ups. We have prepared transactions for the purchase or sale of shares, enterprises and organised parts of enterprises. The firm has also taken part in drafting prospectuses and in admitting companies' shares to the regulated market.

Our experience includes in particular:

structuring of transactions and transaction advice,
legal due diligence reviews,
legal support in setting up and operating data rooms,
preparation of transaction documentation (memoranda, draft agreements and related documents),
participation in negotiations and representation of clients before competent courts and authorities,
legal services in admitting companies to the regulated market (in particular drafting the legal part of the prospectus and representation before the Warsaw Stock Exchange and the Polish Financial Supervision Authority) and legal support for transactions on the regulated market,
drafting and negotiating investment agreements for venture capital transactions.

In the course of projects we cooperate with market research specialists, statutory auditors, valuation experts and, where needed, advisers operating on the securities market.

Corporate services

The firm's lawyers provide day-to-day legal services to business entities — large, medium-sized and small. We took part in transformations of state-owned enterprises; among other projects, we prepared documentation for the commercialisation of PKP (Polish State Railways) and Poczta Polska (Polish Post), and drafted the founding deeds of holding companies, including companies of the PKP group. We have experience in advising private companies as well as public sector companies.

Our services include:

advice on company formation, appointment and dismissal of company bodies, and amendments to founding deeds,
support in preparing general meetings and shareholders' meetings,
support in internal regulations — drafting internal by-laws, collective agreements and arrangements, draft resolutions and decisions of company bodies,
advice on holding structures,
legal assistance in companies' day-to-day matters,
labour law advice, in particular in relations with trade unions and in employment restructuring processes,
advice on regulations governing public sector entities (executive pay legislation, asset management rules, etc.).

Public institutions and legislation

In this field we draw on experience gained in public administration. The firm's lawyers have provided legal services to public institutions and state authorities. Detailed references are available on request.

The partners of the firm have authored or co-authored numerous draft acts in the area of business law, including:

the draft act on commercialisation and privatisation of state-owned enterprises,
the draft act on investment funds,
the draft act on the use of part of the State Treasury's assets for the pension system reform,
the draft act on compensation for the temporary freezing of salaries in the budget sector and for the loss of certain pension increases and allowances,
the draft amendment to the act on companies with foreign shareholding,
the draft amendment to the act on restructuring, commercialisation and privatisation of PKP,
the draft amendment to the act on cinematography.

Dispute resolution