Projects

SHAREHOLDERS’ MEETINGS, GENERAL MEETINGS
As every year, the Trenda Group team supported clients at the end of the financial year. We have helped prepare, conduct and represent our clients at more than 10 ordinary meetings closing the year 2023 (including those companies in which relations between shareholders can be said to be tense).

However, support at the closing of the financial year does not only mean assistance with meetings, but also means advice on:

• issues related to the payment of dividends or leaving them in companies in such forms as not to generate unnecessary costs (including tax costs),
• tax matters, such as the need to withhold tax (WHT),
• preparing auditors’ opinions.

We continue to operate actively in the scope described above, for those customers who, for example, due to the seasonality of their business, have changed the financial year, distinguishing it from the calendar year.

COMPLIANCE, DUE DILIGENCE – MEDTECH INDUSTRY, MED E-COMMERCE, MEDICAL PRODUCTS
In 2024 Trenda Group has carried out a comprehensive compliance project for an international capital group from the medical sector. The task of the interdisciplinary team of lawyers was to conduct a comprehensive due diligence that covered, among m.in, corporate matters, key contracts, employment and cooperation, intellectual property, IT, litigation and personal data protection.

The research stage ended with the preparation of a report that included a structured overview of business activities, taking into account the identified risks and irregularities. The Trenda Group team then proceeded with an implementation aimed at correcting the detected shortcomings. As part of the scope of our activities, the following were carried out:

• development of regulations of the company’s bodies and internal regulations, as well as adaptation of the international code of ethics,
• improvement and adaptation of templates of employment and cooperation contracts, including editing of remote work regulations,
• securing the transfer of copyrights, including annexing agreements concerning key areas of intellectual property and rights to Internet domains,
• creating and supplementing GDPR documentation,
• developing an internal procedure for reporting breaches of the law (whistleblowers).

TRANSACTIONS – AGREEMENT OF SHAREHOLDERS FROM THE IT/MARKETING INDUSTRY, SALE OF SHARES
The project included an interesting state of facts. The two companies had the same ownership composition. The entities conducted partially overlapping business activities, mainly related to software and digital campaigns.

The partners decided to part ways and divide the business.

As part of the project, we supported our Clients by preparing a shareholders’ agreement covering in particular the following issues:

• trademark license and rules for the use of the name (company) by one of the companies;
• rules for the use of Internet domains and social media;
• continued employment of employees;
• division of customers, regulation of non-competition issues.

In addition to the above agreement, the Law Firm’s lawyers have drafted SPA’s and prepared relevant corporate approvals. Then, an application was filed with the registry court for entry of the changes in the National Court Register.

TRANSACTIONS – SALE OF EMPLOYEE SHARES

As part of the project, we supported the co-founders of a Polish capital company in the process of distributing shares to a long-term employee.

The project assumed:

• preparation of conditional share purchase agreements and appropriate corporate approvals,
• strategic advice on the selection of the method of distribution of shares and protection of shareholders against premature/uncontrolled further sale of employee shares,
• Analysis and preparation of documentation: drafting a new articles of association including, among others, the lock-up mechanism and the right of pre-emption.
• shareholders’ agreements regulating non-competition issues have been drawn up,
• filing an application to the registry court for entry of the amendments in the National Court Register. On the occasion of the transaction, changes were made to the company’s governing bodies and the rules of representation.

DISPUTES – ACQUISITION OF SHARES IN A LIMITED LIABILITY COMPANY
Industry: IT
Project: A case regarding the acquisition of shares in a limited liability company based on a trust agreement with elements of an investment agreement.
Actions: Representation of the Client in a process resulting in a favorable judgment in the District Court in Warsaw.

TRANSACTION – RESOLUTION OF CORPORATE DISPUTE
Industry: FMCG
Project: Supporting the Client in a corporate dispute based on unfavorably constructed terms of the company agreement, wherein the qualified majority was structured in a manner disadvantageous to the shareholders whose votes constituted the majority at the shareholders’ meeting.
Actions: Developing a strategic approach to the proceedings, representing Clients at shareholders’ meetings, devising tactics, and negotiating key transactional documents.

TRANSACTION
Industry: VC Funds, Biotechnology
Project: Closing of an investment agreement by the investor entity with a company possessing a diverse professional shareholder base. This agreement entailed the investor’s capital contribution into the holding company with a range of provisions commonly found in such agreements (such as guarantees of specific circumstances occurring, drag and tag along provisions, lock-up commitments). The value of transaction – 20 million PLN.
Actions: Preparation of transactional documents and negotiations.