Pioneering the liquidation of a simple joint-stock company

KKZ handled one of the first winding-up processes of a simple joint-stock company in Poland, showcasing its adaptability to legal innovation.

KKZ has been commissioned to conduct the process of winding up of a start-up company in the form of simple joint-stock company, i.e. the form newly introduced to the Polish legal system. Thanks to our law firm’s innovative approach and adeptness at tackling complex legal challenges we managed to successfully implement the winding-up process, providing clarity and guidance to the industry and affirming our law firm’s commitment to excellence in navigating new legal developments for the benefit of our clients.

Strategic exit structuring in a complex corporate group

KKZ provided legal guidance in navigating a complex investor exit, ensuring a smooth transition and safeguarding the interests of the remaining shareholder.

KKZ was assigned legal task involved structuring the most efficient way for one investor to exit the group of companies. The difficulty of this case stemmed from the intricacy of the group’s structure, which required meticulous analysis and planning to ensure a seamless and favorable exit process. Our law firm was retained to advise the remaining investor and secure their interests while managing the risks associated with the retreating investor’s exit.

Defending Corporate and Board Interests in a High-Stakes Franchise Dispute

KKZ represented a company and its management board in a complex litigation involving personal liability claims and damages exceeding PLN 8.5 million over the termination of a franchise agreement.

Our Law Firm represented a company and its management board members in a dispute concerning PLN 8.5 million in damages related to the early termination of a franchise agreement. The plaintiff claimed the termination was unjustified and aimed at replacing her with a politically connected franchisee, resulting in lost business opportunities. The company argued that the plaintiff materially breached the agreement, justifying immediate termination. A key challenge in this case is defending the management board members, who are also being held personally liable. Our Firm developed a comprehensive litigation strategy to demonstrate that the board acted within its authority and that the termination was fully justified.

Cross-border Investment for a revolutionary water technology

KKZ advised a groundbreaking water and beverage company in securing international investment for its patented mineral harnessing system, delivering a legally robust and visionary investment agreement.

KKZ represented a pioneering company in the domain of water and beverage production, having successfully patented a revolutionary system capable of harnessing mineral complexes. Our priority was to identify a suitable investor capable of recognizing the groundbreaking potential of our client’s patented system and facilitating its global expansion. With our help, our client matched with a prominent foreign investor.
Our legal assistance involved drafting a comprehensive investment agreement in English, given the international nature of the transaction. Our legal team worked diligently to ensure the agreement not only adhered to local and international legal market standards but also captured the essence of our client’s vision and the investor’s objectives. The agreement addressed various complex issues, including intellectual property rights, technology transfer, profit-sharing arrangements, and dispute resolution mechanisms.

Seamless operational transfer in the telecom sector

KKZ advised a leading telecom infrastructure provider on the successful takeover of maintenance operations from an Orange Poland subsidiary, without the need for formal corporate restructuring.

Our Law Firm advised a leading telecommunications infrastructure company on the transfer of maintenance operations in the Warsaw area from an Orange Poland subsidiary. The goal was to ensure business continuity without initiating a formal corporate division.
We handled the transfer of real estate leases, vehicle leases, employment contracts, and service agreements, and drafted a sale agreement for maintenance tools. The Firm coordinated the entire process to align with the client’s business model and protect their interests. This complex project required expertise in corporate, labor, real estate, and financial law. As a result, the client seamlessly took over operations, and the subsidiary ceased its activities.

Strengthening corporate governance in light of new legal reforms

KKZ provided comprehensive corporate advisory services to support alignment with recent amendments to the Commercial Companies Code, with a focus on redefining the balance of powers between the management and supervisory boards.

Our Law Firm provided comprehensive assistance to the Client on corporate issues. The most essential matter was the regulation of mutual corporate relations between the management board and the supervisory board, especially in the context of the recent amendment to the Commercial Companies Code.
This amendment introduced a number of new control powers for the supervisory board and strengthened its position as a corporate body. The Law Firm’s task in this regard was, among other things, to prepare appropriate amendments to the company’s existing regulations, but also to create new documents, such as regulations for the election of a supervisory board advisor.
KKZ also prepared for the Client several legal opinions clarifying the wording of the company’s internal regulations, provisions of contracts concluded with members of the management board, as well as changes in commercial law. Evaluation of decisions made by board members in the context of the business judgment rule and possible future liability of members of the management board was one of the key issues considered in the legal opinions.

Innovative winding-up of a simple joint-stock company without liquidation

KKZ advised a start-up on the pioneering use of a newly introduced legal mechanism for dissolving a simple joint-stock company by passing traditional liquidation through asset transfer to the sole shareholder.

Our client is a start-up whose formula has run out of steam. The assigned legal task involved the structuring and preparation of the winding up process for the company. The unique aspect of this case was the utilization of a new way of winding up a simple joint-stock company, which had been recently introduced to the Polish legal system in July 2021.
The introduction of the simple joint-stock company as a new legal form brought about a simplified procedure for winding up the company without the need for its liquidation. Instead, the assets and obligations of the company can be transferred to its sole shareholder, streamlining the process considerably. However, the challenge lied in the limited provisions within the Polish Code of Commercial Companies, leaving practitioners with uncertainties about the practical implementation of this new winding-up method.

Managing Complex Residential Investment Under Financial Constraints

KKZ supported a property management company in assuming control over a residential development near Warsaw, overcoming financing challenges through strategic negotiations and legal structuring.

Our client, a property management company within a well-known capital group, was appointed by investors to take over the management of an ongoing residential project comprising approximately 100 flats near Warsaw. The investors were facing significant financing difficulties due to insufficient equity and a delayed credit decision from the bank.

Entering the project mid-implementation required our client to provide a loan to co-finance the investment and take charge of managing the construction process, as well as overseeing promotion and commercialization efforts. Additionally, the client had to negotiate and secure an agreement between the investors and the general contractor.

Following extensive negotiations, KKZ successfully facilitated the signing of a tripartite agreement among the investors, our client, and the general contractor, enabling the project to proceed smoothly despite initial financial obstacles.

Enhancing a Pioneering Merger Plan in the Energy Sector

KKZ meticulously reviewed and optimized a complex merger plan between two leading energy companies, incorporating innovative warranty and disclosure structures.

Our client, a group of prominent energy companies operating at the forefront of the industry, entrusted KKZ with the thorough verification and enhancement of a merger plan involving two entities within the group.

The merger was designed to leverage an innovative framework for representations and warranties, requiring the acquired company to provide extensive disclosures concerning its legal and asset status. The assignment’s complexity and pioneering nature stemmed from several key factors, including the need to balance transparency, risk allocation, and regulatory compliance within a highly specialized sector.
KKZ’s legal expertise ensured that the merger plan was both robust and aligned with the strategic objectives of the client, supporting a smooth and legally secure consolidation process.