Viroux & Partners Sp. k. > Warsaw, Poland > Firm Profile

Viroux & Partners Sp. k. > Firm Profile

Viroux & Partners, based in Warsaw, Poland, provides legal services for local and international clients. Our team consists of highly regarded lawyers, having previously worked at major international law firms and earned their reputations by executing exceptional and high value transactions and settling disputes for clients. We have brought our knowledge and ability to build relationships to Viroux & Partners. Our lawyers have represented some of the biggest companies and participated in some of the most high-profile and complex transactions and disputes across Europe.

We consider ourselves lawyers as business partners, seeking to strengthen our relationships with clients and provide the most efficient and innovative solutions by looking at problems from a business perspective. We are direct and straight-forward in our communication. Rather than weighing you down with legalese and telling you what you can’t do, we work to enable you and your business. We embrace difficult negotiations and in-depth, technical discussions because understanding your business in detail allows us to serve you better.

What sets us apart from other law firms is our ability to be present at every stage of a client’s activities, due to our deep understanding of your business, while remaining affordable. We can provide a high level of legal services without having 100 lawyers on board.

Industries we serve:

• Artificial intelligence and big data
• Automotive and transportation
• FinTech
• Construction and real estate
• Energy and environment
• IT and NewTech
• Investment funds
• Luxury goods
• Medical and pharmaceutical
• And more.

Our areas of expertise:

Banking and finance: We advise on projects involving the provision of financing of any kind, in particular corporate finance, financing for the acquisition of shares or assets of other entities. We provide comprehensive services related to the process of granting financing both in the form of credit and in other forms, including through the issue of bonds or loans. Our banking and finance team offers a wide range of expertise, and assists clients in structuring transactions and preparing documentation necessary to obtain financing. Our clients have the opportunity to benefit from the experience of legal advisors who understand their needs and expectations.

Commercial contracts: Our commercial contracts practice combines legal knowledge with deep sector experience and a can-do approach covering the full spectrum of commercial and business law issues. Our lawyers advise companies in Poland and abroad on all manner of business-critical national and international commercial transactions, among them sourcing and procurement, sales, agency and distribution, e-commerce, joint ventures and collaborations, manufacturing, logistics, licensing arrangements, M&A construction and real estate to name a few. We represent some of the largest and most successful businesses in vibrant sectors in Poland and EU.

Construction and real estate contracts: Our construction team acts for a vast array of construction industry participants, including owners, developers, lenders, contractors and equipment suppliers. Whether you seek advice on the most advantageous procurement method, or in drafting and negotiating the construction documentation or contracts we stand ready to listen to your needs and respond accordingly. Together, we protect your interests in connection with a full range of construction issues in all forums, including courts of competent jurisdiction, arbitration, adjudication, mediation and other dispute resolution proceedings.

Corporate law: Our corporate law team has extensive experience in the sector. We have dedicated corporate lawyers who can guide you through transactions in these often demanding marketplaces. We deal with large-scale projects involving multiple jurisdictions and countless day-to-day activities that help you manage local and international operations of your business. Our lawyers regularly monitor the economic, regulatory and legislative environment, in order to help you make the most of new opportunities, while minimizing the risk. We pride ourselves on our innovative and client-focused approach to project management. We provide advice on the most complex, strategic projects as well as smaller transactions. Variety, flexibility and responsiveness are the building blocks of our corporate team.

Mergers and acquisitions: Our M&A team understands how to get deals done, whether solely in Poland or across national and jurisdictional borders. We make sure that any transaction that you plan on executing will be a successful when you need to coordinate competing legal requirements or navigate overlapping regulatory issues. We believe that geographic borders should not present obstacles to a deal—and we prove it to our clients on every day basis. We frequently act on transactions across multiple jurisdictions which keeps us up to date with the newest trends in business negotiations and all changes in local and international jurisdictions for the success of your business.

Litigation, arbitration, and dispute resolution: We are a team of experts in litigation and arbitration, which consists of lawyers who gained their experience among different international and local law firms. In our practice it is important to profile our advice to your business environment and business strategy. We understand that your time is valuable therefore we act with speed, responsiveness and flexibility, which we believe is an answer to the modern time demands. Our service includes early stages of arising of the disputes, which is negotiations and ends at enforcement of the court/arbitral tribunal. We understand, that judgment matters to our clients, when it is successfully enforced. We represent clients in common courts and at ICC, LCIA, SIDIR and Lewiatan arbitration forum in cross border cases as well as single contracts cases confined to Polish territory.

1. The way we work– our hallmarks:
   • Commercial approach to dispute – our advice is based on business life of the client, risk management
   • Flexibility – we adjust to your needs
   • Speed – we act with enormous speed
   • Usefulness – whatever the problem you face, there is a team of people ready to help
2. Practice areas:
   • Commercial disputes/arbitration
   • Construction litigation/arbitration
   • Infrastructure litigation/arbitration
   • IP litigation
   • Real estate litigation
   • White collar crime
   • Liability of members of the board
   • Enforcement proceedings

Public and administrative law: Our administrative and public law team has substantial experience acting in the complex administrative and public law cases. We conducted proceedings before domestic and international courts and tribunals, as well as before state and local government administration bodies at various levels.

We found public and administrative law practice useful in all fields of regulatory, administrative and environmental law aspects. In addition, we advise our clients on issues related to foreign investments and possible barriers to enter the Polish market and how to combine it with activities abroad. Our clients conduct business in all regulated sectors, in particular real estate, infrastructure, healthcare, energy (including renewables and emissions trading issues), utilities.

Our services are integrated with that of our other practices, particularly corporate, banking and litigation to act on strategic cases where public and administrative law is a key element.

Restructuring and insolvency: We offer comprehensive and professional support for entrepreneurs at risk of insolvency, insolvent entrepreneurs as well as entities that are their creditors. We advise on debt restructuring, corporate restructuring and liquidation, enforcement of collateral, forced sale of assets, bankruptcy proceedings and other corporate disputes with bankruptcy in the background. Thanks to cooperation with other practices in the firm, we provide multi-faceted analysis focused on solving clients’ problems.

Criminal law: Our criminal law team is strategic, committed, and efficient, able to handle the most complex criminal cases. It advises corporations and individuals on money laundering and white-collar crimes, cybercrime, drug offenses, sexual offenses, motoring offenses, murder, and manslaughter as well as more general crime cases. Extensive expertise of our attorneys is built on many high-profile cases throughout Poland, and countless potentially high-profile cases carefully kept out of the public eye. They have a track record of success in representing clients at all stages of criminal proceedings, and they will guide you through the entire process, from preparatory proceedings to Supreme Court proceedings. They are widely known for their supportive attitude, dedication, and eye for detail. They pride themselves on leaving no stone unturned when defending any client.

Blockchain technology and cryptocurrencies: We offer a team of sophisticated and knowledgeable legal counsels that supports all business activates related to blockchain and cryptocurrencies.

Beside legal knowledge, we have also a unique and deep understanding of the technologies that drive blockchain and related developments in distributive computing networks.

We guide our clients through all issues which may arise in this field: from tax and regulatory issues, intellectual property, Anti – money laundering regulations, contractual issues, financial and banking regulations.

Lawyer Profiles

Photo	Name	Position	Profile
	Zuzanna Maszczyńska	Head of Private Clients	View Profile
	Laura Mazur	Head of Litigation and Arbitration	View Profile
	Aleksandra Terc	Head of Corporate Disputes	View Profile
	Elżbieta Viroux	Managing Partner	View Profile
	Anna Wąsiewska	Head of Corporate	View Profile

Focus On

GET THE INJUNCTION DECISION IN POLAND DESPITE DIFFERENT GOVERNING LAW AND JURISDICTION

Contracts with the entities from all over the world have become a standard now. Many of which are concluded with Polish companies. However, what still may be problematic is the jurisdiction, the governing law and the execution on one’s rights, especially when we need to act fast, otherwise the client may be exposed to irreversible damages. Can we take any legal actions in Poland towards a foreign company’s Polish contractor, in order to block him from further hazardous activities, despite different than Polish governing law and jurisdiction?

To answer the above raised question – of course we can!

Injunction Decision in Poland

General rules of an injunction decision  in Poland

In Poland you can secure either your monetary or non-monetary claims by obtaining the injunction decision by the court. This is a quick and no costly way of securing the rights of the client.

General rule of when the injunction can be granted by the Polish court directly derives from the Polish Code of Civil Procedure, meaning – the injunction can be granted when the following conditions are jointly met:

• The claim to be secured is probable;
• On he part of the applicant (beneficiary), there is a legal interest in granting the injunction, expressed either in the existence of a risk of the effectiveness of the future execution of a possible decision granting the claim or that the lack of security will prevent or seriously impede the achievement of the purpose of the proceeding in the case;
• The security method is reasonable, appropriate and not excessive.

One of the crucial effects of granted injunction – it is immediately executed toward the obligor and any other third party.

Injunction of monetary and non-monetary claims

When it comes to the monetary claims, the Polish Code of Civil Procedure provides a closed catalogue of ways to secure monetary claims, which are:

Monetary claims are secured by:

1) seizure of movable property, labor remuneration, receivables from a bank account or other claim or other property right;

2) encumbering the obligor’s real estate with a forced mortgage;

3) establishing a prohibition on the sale or encumbrance of real estate that does not have an established land and mortgage book or whose land and mortgage book has been lost or destroyed;

4) encumbering a ship or a ship under construction with a maritime mortgage;

5) establishment of a prohibition on the sale of cooperative ownership rights to premises;

6) establishment of receivership over the obligee’s enterprise or farm, or an establishment that is part of the enterprise or part of it, or part of the obligee’s farm.

When it comes to injunction of the non-monetary claims, the Polish legislator was more liberal, as the Polish Code of Civil Procedure provides us only with the examples of the injunction, leaving its catalogue open. Not excluding the ways provided for securing monetary claims. In particular, the court may:

1) normalize the rights and obligations of the parties or participants in the proceedings for the duration of the proceedings;

2) establish a prohibition on the disposal of objects or rights involved in the proceedings;

3) suspend enforcement proceedings or other proceedings aimed at enforcement of the judgment;

4) regulate the manner of custody and contact with minor children;

5) order the entry of an appropriate warning in the land register or in the relevant register.

In practice, this is almost unlimited ways to secure the client’s non-monetary rights, provided that the chosen injunction method is appropriate and not excessive.

Injunction decision in Poland before the general proceeding

In Poland it is possible to get the injunction decision before the general proceeding even starts. However, when granting the injunction before the initiation of the general proceedings, the court shall set a time limit within which the letter initiating the general proceedings should be filed under pain of loss of the injection. This deadline shall be no shorter than 2 weeks.

It shall mean that within this period – as long as the injunction decision has been granted – the beneficiary needs to file a lawsuit against its obligor, otherwise the injunctions fails.

Technical aspects of an injunction decision in Poland

Due to the fact that the purpose of the injunction decision is to secure the claim before the other party takes negative actions towards the beneficiary, the Polish law states that the court should provide the injunction decision immediately, no longer than within 7 days after delivery of the injunction motion. From the practical point of view – the injunction decision can be issued by the Polish court within 2-3 weeks up to maximum 1-2 months.

The costs of an injunction proceeding are not excessive either. For the injunction motion – despite of which type of claim (monetary or non-monetary) that has to be secured, there is a fixed fee of 100 PLN (25 EUR). However, if we seek for the injunction of a monetary claim before the general proceeding, the court fee shall be ¼ of the regular court fee for a lawsuit in such matter, with the cap of 200 000 PLN (40 000 EUR).

GET THE INJUNCTION DECISION IN POLAND DESPITE OF A DIFFERENT JURISDICTION

Knowing already all the benefits from the injunction decision in Poland, shall we come back to the main question raised in the beginning of this article of whether despite of a different chosen jurisdiction between the parties, a foreign company may secure its rights in Poland and block its counterparty from negative movements.

The answer to this question directly derives from the Polish Code of Civil Procedure which states that:

“The Polish jurisdiction in injunction proceedings also exists if the injunction can be executed in the Republic of Poland or have effect in the Republic of Poland”.

From the abovementioned disposition, we may get the following conclusions.

Firstly, the Polish Code of Civil Procedure indicates that the place of execution of the injunction may be in Poland, so that the existence of jurisdiction of Polish courts in the injunction proceedings may be embraced. We can talk about such situation when may be the case when the goods that are subject to seizure (e.g., the movable property to be seized for security purposes) or encumbrance (e.g., the real estate to be encumbered by a statutory mortgage for security purposes) are located in Poland, when a Polish bank maintains a bank account that holds our legal opponent’s receivables subject to seizure, or our legal opponent’s business or farm, over which a compulsory administrator is to be established for injunction purposes, is located in Poland.

Secondly, evoking (by the injunction) the effect in the Republic of Poland, which justifies the acceptance of the domestic jurisdiction of Polish courts in injunction proceedings, refers to the situation when a decision on the granting of injunction has been issued, which is not enforceable, but produces a certain legal effect in Poland.

This shall mean that even though a foreign entity has concluded a contract with a Polish company and they have chosen different than Polish law and/or jurisdiction, such foreign entity can still look for security of its right before the Polish court if the injunction can be executed or have an effect in Poland.

Case study

A foreign company (the Client), who used to be the controlling owner and ultimate beneficial owner of its obligor (Polish company), has reached out to Viroux & Partners in search for securing its rights after finding out about loosing control, among others, on the said Polish company, due to the hostile takeover.

The Client and the Polish company has concluded couple years earlier a loan (investment) agreement on behalf of which the Client has provided the Polish company with the outstanding funds for its development. In the loan (investment) agreement the parties have established conditions when the loan amount shall be returned to the Client. One of such repayment event was the circumstance when the lender ceases to indirectly directly control 50% of the borrower’s voting share capital.

Due to the fulfillment of the repayment event set by the parties in the loan agreement and despite of UK governing law and jurisdiction chosen by the parties in the said loan agreement, Viroux & Partners has filed to the Polish court the injunction motion before the proceeding in order to secure the Client’s monetary claims towards the Polish company. Viroux & Partners provided the Polish court with the arguments that both, the injunction can be exercised in Poland as well as the granting injunction will have an effect in Poland as the obligor is a Polish company and any means of injunction requested concern its operations and its assets, and thus will be exercised in Poland.

Once the injunction is granted, the Client will have 2 weeks to file a lawsuit against this Polish company, which now will have to be done before the UK court, as chosen by the parties in the loan agreement.

Prepared by team from Viroux & Partners:

Marta Michalkiewicz, Senior Associate

Laura Mazur, Head of Litigation & Arbitration