Firm Profile > Crido Legal > Warsaw, Poland

Crido Legal
Crido Legal J. Ziólek i Wspólnicy Sp. k.
UL. GRZYBOWSKA 5A
00-132 WARSZAWA
Poland

Private client Tier 1

Crido Legal provides a full service to private individuals, with a strong focus on private wealth management, supported by a dedicated tax department. The group handles transactional and advisory work for Polish entrepreneurs, including on day-to-day matters. Under the leadership of Mateusz Baran, the group's sector expertise spans real estate and construction, banking and finance, energy and natural resources. Senior associates Katarzyna Żółcińska and Marzena Lau are recommended for investment fund and restructuring issues respectively.

Practice head(s):

Testimonials

Focused and dedicated.

The team is very professional.

Investment funds Tier 3

Crido Legal has an active practice in fund portfolio reorganisations for financial institutions and fund managers. The group is also able to draw on a strong tax team, enabling it to provide due diligence, tax planning and transfer pricing advice. Mateusz Baran leads the team and specialises in corporate and commercial law.

Practice head(s):

Testimonials

The team has extensive experience and knowledge in the field of investment funds that allow us to comprehensively approach the subject and achieve our business goals in a positive way.

Mateusz Baran has extensive knowledge and extensive experience in various areas of law, which he can efficiently combine.

Michał Klimowicz is always available and responds quickly to any problem that requires legal assistance, so we can focus on running a business and not think about legal issues.

Real estate Tier 3

Crido Legal's team focuses on office and retail real estate, and also handles transactions involving student housing and logistics centres. It is instructed by a variety of investment funds (as buyers and sellers), brokers and finance providers. On the advisory front, practitioners have experience in asset management issues. The group is also able to draw on the expertise of the firm's strong tax department. Real estate, construction and commercial law specialist Krzysztof Marzyński leads the department. Counsel Joanna Winter-Szymańska is an expert in real estate transactions.

Practice head(s):

Testimonials

Honest and open people.

High-level client-oriented culture and professionalism of each of the people I worked with.

I especially enjoy working with Krzysztof Marzynski as he really takes his time analysing and assessing the particular case and with impeccable approach and professional acumen, yet without unnecessary stiffness.

White-collar crime Tier 3

Crido Legal is able to utilise the wider firm's tax expertise to assist clients with a range of criminal tax matters, but it also has a strength in anti-money laundering, advising on compliance procedures, as well as representing corporates and individuals in criminal procedures. Senior associate and anti-corruption expert Katarzyna Witkowska heads the department.

Practice head(s):

Commercial, corporate and M&A Tier 4

Crido Legal has an active M&A practice, handling management buyouts, acquisitions and acquisition finance for major deals on the Polish market. The team also specialises in reorganisations, including in relation to foreign holdings and closed-end investment funds. Key sectors for the group are construction, healthcare, food and services. The department is jointly led by Mateusz Rogoziński and Mateusz Baran.

Testimonials

The firm provides highly professional legal services. I really appreciate their lawyers’ approach to the transaction process. They perfectly manage the project (starting from due diligence, through negotiations until completion), take care of all the details and what is crucial for us – deliver work on time, which allows us to meet the agreed transactions timeline. I strongly recommend them to everyone.

It is a is highly professional legal firm with vast experience in M&A advisory.

Mateusz Rogoziński has a deep legal and business understanding of M&A transactions. He provides assistance tailor-made to our needs and has a very individual approach to his clients‘.

CRIDO Legal provides comprehensive legal support, including advisory services on M&A transactions, intellectual property and personal data law, loan agreements, real property and complex corporate reorganizations (mergers, transformations, divisions, establishment of funds etc), as well as ongoing legal support of businesses, especially company law.   We advise on domestic and international transactions.

Our clients entrust us with matters of particular importance to their business (including mergers and acquisitions, succession projects, financing or litigation).  Our team consists of 40 people with knowledge and experience through whom we provide legal support for complex and complicated projects from various sectors.

We make every effort to understand the business context of the transactions and the specificities of every branch of business in which our clients operate.  Simultaneously, the experience, knowledge and support of the remaining CRIDO teams enable us to operate dynamically so that our clients do not need to delay their business decisions.  The cooperation within CRIDO and the Taxand network means that our clients receive a comprehensive legal, tax and financial advisory service ‘under one roof’, both domestically and abroad, which is a unique solution on the market.

Crido Legal is helping its clients in the following areas:

Corporate
Succession
Family businesses are an important part of the landscape of the Polish economy. Of particular importance in these businesses is the entrepreneur’s life cycle, which makes every entrepreneur answer the question of: how to secure the future of the business despite generation changes?

Carefully considered planning and implementation of the process enables the business to remain undivided despite generation changes, inter alia, by specifying the way in which the successors are to manage the assets, securing the assets and leaving them in the hands of those successors who guarantee its development.

Succession planning may take into account the use of both Polish and foreign solutions (for instance possibly establishing a family foundation).

The establishment of a company/entity, the development and implementation of corporate governance
Our services in this area include:

  • advice at the stage of choosing the legal form, which is appropriate from the point of view of the business objectives of the investor(s);
  • the preparation of articles of association/company agreements reflecting the investor’s individual needs and objectives;
  • comprehensive advisory services at the stage of establishing business entities, particularly partnerships and companies, foundations, associations and branches of foreign companies;
  • drafting shareholders’ agreements in joint venture projects;
    preparing draft internal regulations of the governing bodies of companies and other entities, as well as developing and implementing the principles of corporate governance;
  • the provision of registered companies, which are ready for taking up operations immediately (SPV).

Recapitalization
We advise entrepreneurs on the choice of the most optimal method of recapitalizing entities, especially companies. We draft the necessary documents, we represent clients before the registration court and we coordinate document and information flow to effectively manage projects.

Transformation, merger, division
We help entrepreneurs choose the legal form which is appropriate from the point of view of their business objectives. Especially by assessing the legal security of the shareholders or people holding posts in the governing bodies of companies, flexibility of distribution and the possibility of recapitalizing or retaining control over the business.

We handle complex company reorganizations, especially mergers and divisions. We implement cross-border projects.

We comprehensively handle projects of changing the legal form of companies, mergers and transformations. We know how to structure the change process so that it does not interfere with the enterprise’s day-to-day business.

Distribution
We advise entrepreneurs on the choice of the most optimal method of distribution. We draft the necessary documents, we represent clients before the registration court and we coordinate document and information flow to effectively manage projects of redeeming shares and stocks, withdrawing contributions, returning capital contributions etc.

Liquidation
We assist entrepreneurs at the stage of liquidating entities, e.g. by conducting asset sale transactions or in the case of ending operations. The appropriate planning of the liquidation process enables the legal risk to be managed at the final stage of the entity’s operation.

Ongoing advisory services
We provide ongoing legal advisory services, including drafting resolutions and documents, as well as providing opinions on contracts in business trading. We have a large and efficiently operating team, as a result of which we are able to provide ongoing advisory services to both individual entities, as well as large portfolios of companies.

Labour law services
We provide services on all legal aspects of employment regarding individual and collective labour law. We provide advice on the choice of the form of collective saving (the choice between Employee Pension Programmes and Employee Capital Plans), as well as the implementation of Employee Pension Programmes and Employee Capital Plans, (in particular, assistance in choosing from among offerings, calculating the costs and providing opinions on contracts). We offer clients support in the process of taking over employees, restructuring and reintegrating employee teams, as well as transferring the workplace to a new employer. We also assist with collective bargaining agreements and other collective agreements between employees and trade unions. Crido Legal drafts collective regulations, such as salary and employment regulations, rules of ethical conduct and company policies. We regulate the employment relationship with people in managerial positions, including drafting and negotiating management contracts. We act as proxies ad litem in employment disputes. We prepare employment documentation, including employment contracts, non-competition agreements and copyright clauses. Close cooperation with the tax advisory department means that we are able to ensure that the proposed solutions are safe not only in legal, but also in taxation terms.

Real estate
Property purchase transactions
Crido Legal offers comprehensive advisory services in connection with the purchase and sale of real estate, including both land for investment purposes, as well as complete projects (retail, office or warehousing). Our services include conducting a due diligence, determining and settling the legal situation of real estate and companies, preparing and providing opinions on documentation, as well as negotiating with financial institutions on financing and settling deals. Property transactions are handled by our experts who have gained experience in reputable law firms.

We offer our clients comprehensive legal and tax support of transactions, taking into account, in particular:

  • determining, jointly with the client, the optimal structure of the deal from the point of view of the tax laws, as well as from the point of view of securing the client against legal and business risks;
  • preparing for a transaction, including organizing a tender or another process of selecting bidders, preparing a data room and advisory services regarding the legal audit of the company and the real estate;
  • preparing, negotiating and bringing about the signature of a letter of intent containing the basic parameters of the deal;
  • coordinating all matters related to the repayment of existing debt (organizing a statement from the bank regarding repayment, statements on the release of security, etc.);
  • defining the structure of settlement of the deal and the appropriate safeguards (escrow agreement);
  • negotiating and bringing about the closure of the transaction documentation (sales contract, agreement on the transfer of rights and other accompanying contracts).

Lease Contracts
Crido Legal’s activities include the provision of comprehensive legal and tax asset management support services. The experience gained to date enables us to offer top quality services supporting the effective and efficient management of a portfolio of commercial property, such as offices, shopping centres, as well as warehousing and logistical property.

The experience of Crido Legal’s employees and our business approach to projects means that we are able to offer clients solutions which are optimal from their point of view, assuring an increase in the value of the real estate portfolio.

Our asset management support services include:
preparing, negotiating and bringing about the closure of lease contracts (in both the commercialization and the recommercialization phases of the facility); legal support of concluded lease contracts (negotiating annexes, handling correspondence with lessees, resolving claims of lessees and other “difficult matters” in relations with the lessees);
advice on enforcing payment of claims on lessees, including with the use of bank guarantees, sureties and other forms of security;
legal and tax advisory services regarding the optimization of the costs related to the real estate (property tax and perpetual usufruct charge);
advice on the settlement of service charges with the lessees;
advice on ongoing issues related to the functioning of commercial property (resolving matters with the neighbours, assurance of appropriate conditions for the functioning of the facility, organization of the necessary permits, etc.);
negotiating and concluding service contracts regarding the real estate (security, housekeeping, technical support, etc.);
advice on the optimal model of the provision of distribution services and the sale of electricity at the facility; drafting and negotiating contracts related to the implementation of such a model.

Construction contracts
Crido Legal offers comprehensive advisory services to all entities involved in construction projects being implemented on the basis of construction investments, including those applying FIDIC contractual conditions.

Our services include drafting and providing opinions on works contracts, subcontract agreements, project monitoring contracts, contracts with the contract engineer, as well as design and designer supervision contracts.

We also advise on the selection of works contactors or the preparation of proceedings on the award of works contracts in the civil law and public procurement regime, including verifying proposals from contractors.

We provide comprehensive legal advisory services to contractors and investors as early as at the stage of developing the concept and the assumptions to the planned projects, as well as at the stage of handling administrative proceedings in the construction process, including in order to obtain permits and administrative decisions.

We also verify contracts for banks, which are used in the implementation of construction projects, for financial risk (e.g. the contract with the general contractor, the contract with the contract engineer).

Mergers and Acquisitions
Support of M&A transactions for buyers and sellers

  • we handle the M&A process as a one-stop-shop (in other words, we coordinate the work of other advisers, including tax and financial advisers, from start to finish);
  • we are able to find a target / investor with the help of our Corporate Finance department;
  • we advise on share purchase transactions for all or a package of shares/stocks as well as transactions in which an investor is acquired to recapitalize the company;
  • if we are working for the seller, we prepare the non-disclosure agreement, we work on the teaser and the information memorandum from the legal point of view, we prepare and negotiate the transaction documentation and we assist in signing and closing the deal;
  • If we are working for the buyer, we handle the negotiations on the non-disclosure agreement, we conduct the due diligence, we prepare and negotiate the transaction documentation and we assist in signing and closing the deal.

Foreign acquisitions

  • we advise Polish businesses expanding abroad through acquisition (acquisition of another entity);
  • we also act as a one-stop-shop in foreign acquisitions; in other words, we coordinate the work of all foreign advisers, including legal, tax and financial advisers from start to finish;
  • we handle the whole of the process as the lead counsel and we coordinate the work of all advisers;
  • we are the first point of contact for the client;
  • we negotiate the transaction documentation (regardless of whether it is governed by Polish or foreign law) so that it reflects Polish standards;
  • we handle the due diligence (including tax and financial) with the help of our partners and validate the analysis.

Advice in Private Equity and Venture Capital transactions
we represent both funds and owners of companies in which the funds invest;
in addition to the typical advisory services (as in the first point), in transactions of this type, we also negotiate shareholders’/stockholders’ agreements (SHA), options agreements and other documents usually required in PE/VC transactions.

OCCP

  • we prepare notifications of the intention to assume control to be provided to the Office of Competition and Consumer Protection;
  • we represent clients in proceedings before the OCCP.

Capital markets (delistings and IPO)

  • our advisory services encompass the IPO process and the issue process by listed companies;
  • we also advise on calls and delistings;
  • we advise on the MAR.

Due diligence and vendor due diligence

  • we handle due diligences for the buyer/investor;
  • we conduct vendor due diligence (for the seller/current owner);
  • we can handle a comprehensive study encompassing law, tax (Crido Taxand) and finance (partner);
  • if necessary, we can recommend partners for the environmental and technical due diligence.

Negotiation of the terms of W&I insurance

  • we can obtain offers of warranty and indemnity insurance from brokers with whom we work;
  • we negotiate the terms and conditions of insurance;
  • we assist in the signature of the insurance documentation.

Banking and finance
Transaction advisory services
We draft and/or negotiate financing contracts for financed and financing entities (based on the LMA standard or on the standard documentation of the financing entities), including providing advice on contracts regarding security, issuing legal opinions (so-called capacity and/or enforceability type opinions), assisting in satisfying or verifying conditions precedent for payment, as well as negotiating pay-off letters and release letters.

Legal advice on corporate reorganizations of financed entities
Legal advice for financing and financed entities in the case of corporate reorganizations, especially divisions, mergers, transformations and other changes in the ownership structure of financed entities.

Due diligence of financing contracts
Preparation of reports (in particular for the purpose of acquisitions) regarding financing contracts, including, in particular, loans, mezzanine financing or bonds, as well as the security on these contracts.

Reviews and/or the preparation of standard contracts for financial institutions
The provision of advisory services for financial institutions in preparing or reviewing updated standard documentation.

Dispute resolution and court proceedings
Criminal business law
A team of experienced lawyers handles defence in criminal business cases and represents victims of white collar crime. We handle criminal proceedings from as early as the initial contacts with the public prosecutor until the end of the court stage, starting from the choice of the optimal strategy, which is appropriate to the facts of the given case, through gathering and appropriately presenting evidence to the representation of clients at court hearings before courts of all instances.

Court disputes (business, civil, criminal)
Our employees provide comprehensive support of entities in court proceedings. Our services are characterized by an individual approach, creativity and understanding of the client’s business needs, which is why we start looking for optimal solutions even before the initiation of the proceedings, even where a settlement could prove to be the most advantageous for the client. We create procedural strategies for our clients, we frequently propose non-standard solutions and we represent business entities and private individuals at all stages of the proceedings, including before the Supreme Court.

Administrative proceedings
The law firm handles proceedings before bodies of public administration and the administrative courts. We handle proceedings, inter alia, before the Polish Financial Supervision Authority, as well as disputes on R&D project co-funding with national and European funds. We help and advise our clients while strategically planning the next steps in the administrative proceedings, preparing letters sent to the bodies of public authority and representing clients, in order to obtain administrative decisions that are advantageous for them. We prepare complaints and cassation complaints to the Voivodship Administrative Courts and the Supreme Administrative Court.

Corporate disputes
When providing advisory services, our priority is to prevent possible corporate disputes. However, when not everything goes according to plan for our clients, the extensive experience of our lawyers helps effectively protect the client’s interests in corporate disputes between shareholders and in the case of the company’s claims sent to the members of its authorities. Our activities focus on the development of a comprehensive strategy of handling corporate disputes and handling registration proceedings. We are aware that every matter of this kind requires not only an individual approach that takes into account the specific nature of the company and the relations between its owners, but also speed of action and preventive measures.

Mediation and arbitration
We believe in the principle that litigation is not always the most desirable and advantageous solution from our client’s point of view. Therefore, we also advise on the process of developing the most effective conditions of an understanding using various alternative dispute resolution procedures. We represent and support our clients during mediation and arbitration; we offer them assistance in preparing the wording of agreements and out-of-court understandings. We simultaneously always take the individual needs of our clients into account when preparing our recommendations.

Negotiations
We have extensive experience in negotiating understandings on behalf of our clients. We organize the course of the negotiations and we prepare the documentation required to effectively enter into a formal understanding. We try to precisely identify the main contentious points between the parties to ensure that our client’s interests are effectively secured. We propose strategic advice to our clients, guaranteeing them full confidentiality.

Security procedures
We use the experience in proceedings handled on behalf of our clients to learn how to mitigate and manage the risk that can be related to their businesses. The compliance procedures we prepare are tailored to the client’s individual needs, while the internal control and supervision procedures that are implemented are functional and matched to the needs of the particular industry.

IP/IT/ Personal data
IT implementations (transaction support for the principal and the IT services provider)
Crido Legal has many years of experience in supporting its clients, both leading producers and distributors (partners) of IT services, as well as corporations that have implemented IT solutions for their own business needs. We have represented both principals and IT service providers, supporting them in the process of preparing appropriate contracts, negotiating contracts and representing them in disputes (through both mediation and representation in court). Our lawyers have also advised on the preparation of strategies for terminating contracts with an unreliable business partner and have handled contract management for its clients.

Legal support in the commercialization of intellectual property rights
Crido Legal works with numerous entities conducting R&D work as a result of which products of intellectual property rights arise (works, utility designs and industrial designs). Our lawyers support our clients with appropriate contractual security of the products that are produced so that the client retains control of the products of its intellectual property as a result of the commercialization of these goods.

Management of industrial property rights
We have a specialized team of lawyers and patent attorneys who comprehensively support clients in managing industrial property rights – starting from the preparation of a strategy for protecting rights (and the trademark), followed by the preparation and negotiation of appropriate legal documents by satisfying the registration requirements with respect to the authorities (e.g. the Patent Office) and supporting the client at the stage of possible litigation or proceedings before an authority.

Due diligence – analysis of technological companies and companies from the digital/media sector
Experts from Crido Legal’s IP/IT group both support investors interested in acquiring companies from the digital/media sector and prepare the companies themselves for the sales process, completing the necessary documents, preparing the appropriate strategies and policies for protecting intellectual property rights so that the assets or business acquired constitutes real value because of the goodwill in the company.

Advisory services in transactions on the acquisition of intellectual/industrial property rights
Our lawyers support clients in deals regarding the acquisition of intangible assets, ensuring the effective acquisition of proprietary rights, the right to a trademark and other industrial property rights. Additionally, if the transaction so requires, the legal advisory services also include appropriate action with respect to the state authorities or, if the acquisition encompasses intellectual property registered in a different country, at international level.

Support in implementing the requirements of the GDPR / legal analysis of the implemented processes and policies
Our lawyers also have experience of supporting clients operating on various markets: financial, FMCG, digital and retail, comprehensively supporting them in the implementation of the requirements of the GDPR. Furthermore, we have successfully conducted audits demonstrating shortcomings with respect to the legal requirements imposed by the GDPR, as well as audits of implementations made by the clients themselves, indicating which elements were implemented in conflict with the requirements. Our lawyers also provide support for individual branches of the market, knowing the specific nature of the data flow and the methods of its processing on the given market.

Support in analysing activities regarding fair competition and admissible market practices.
Crido Legal also has experience in unfair competition and unfair market practice cases. Our support encompasses the analysis of the client’s activities or those of the client’s competitors for threats of a breach of the law regarding fair competition or market practices. We support our clients in proceedings before the authorities (e.g. the OCCP – the Office of Competition and Consumer Protection and the Office of Electronic Communications – UKE), as well as in civil proceedings. We also prepare legal analyses of marketing and sales strategies bearing in mind the client’s legal security and operation in compliance with fair market practices.

Capital Market
IPO, share and bond issues
Our advisory services include the IPO process and the process of issuing shares/bonds by listed companies (public and private issues). Crido Legal advises clients in the preparation of public and non-public issues of shares and other securities (including bonds). We also prepare sale prospectuses.

Calls and delistings
We advise clients on acquiring shares through a call or in a manner enabling the avoidance of the announcement of a call. We also advise on the forced buy-out of minority shareholders in listed companies and in the process of withdrawing the company’s shares from trading on the regulated market (so-called delisting) (conducting a call, obtaining the approval of the Polish Financial Supervision Authority to abolish the dematerialization of shares, representation before the PFSA, the Warsaw Stock Exchange and the National Depositary).

Transactions regarding listed companies
We advise management boards of listed companies on deals with shares in listed companies (acquiring an investor, sale of shares by the current shareholders), specifically regarding the disclosure obligations.

MAR disclosure obligations
Crido Legal advises issuers on the fulfilment of their disclosure obligations in accordance with the provisions of the MAR Regulation and the Act on the Public Offering and on Trading in Financial Instruments, as well as representing entities in proceedings before the PFSA. We help issuers prepare current and periodic reports posted in the EBI and ESPI systems.

Department Name Email Telephone
Managing Partner Jakub Ziółek jakub.ziolek@crido.pl +48 602 455 406
Head of Corporate Department and Partner Mateusz Baran mateusz.baran@crido.pl +48 883 314 807
Head of Mergers&Acqusitions Department and Partner Mateusz Rogoziński mateusz.rogozinski@crido.pl +48 600 361 717
Head of Real Estate Department and Partner Krzysztof Marzyński krzysztof.marzynski@crido.pl +48 532 756 164
Head of IP/IT/ Personal data Department and Partner Bartosz Tomaszewski bartosz.tomaszewski@crido.pl +48 604 979 717
Head of Banking& Finance Department Filip Badziak filip.badziak@crido.pl +48 728 587 324
Head of Labour Department Edyta Defańska-Czujko edyta.defanska-czujko@crido.pl +48 728 909 680
Head of Dispute resolution and court proceedings Department Katarzyna Witkowska katarzyna.witkowska@crido.pl +48 538 819 930
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