Projects

TRANSACTION – ACQUISITION OF AN ORGANIZED PART OF AN ENTERPRISE
Industry: Telecommunications
Project: in the first half of 2023 Trenda Law Firm Jakubowicz Węgrzyński and Media Law Firm have closed the transaction of acquisition by the Client of an organized part of the enterprise (ZCP), which we have been working on since its beginning. The value of the transaction is several dozen million PLN.
Activities: conducting corporate due diligence and work on transaction documents, including their negotiation.

TRANSACTION – INVESTMENT AGREEMENTS
Industry: Biotechnology
Project: as part of the cooperation, Trenda Law Firm and Media conducted two transactions for a significant stock market investor in April 2023.
The first transaction was related to the conclusion by the investor’s vehicle of an investment agreement with a company listed on the main market of the GPW. That agreement provided granting of debt financing the company, convertible into shares issued as part of one of the subsequent share capital increases, together with the granting of subscription warrants. It also provided for a lock-up commitment for the investor.
The second transaction boiled down to the preparation of an investment agreement providing for an increase in the share capital with the exclusion of the pre-emptive rights of the existing shareholders and the allocation of the issued shares to an investor. The agreement also provided for obligations relating to the cooperation of the company’s shareholders.
Activities: preparation of transaction documents and their negotiation.

TRANSACTION –2 X SHAREHOLDERS’ AGREEMENTS
The first agreement – under it, the partners carried out a transaction under which one of the partners sold the shares held in the group of companies to an entity indicated by the other partners. In addition, the outgoing shareholder was released from loan guarantees granted to the companies concerned by the transaction, amounting to significant values.
The second agreement – under it, the entity that sold shares in the company agreed with the company and the new partner regarding potential claims related to the decrease in the value of the company’s enterprise, and thus the value of shares. The entire dispute related to the issue of a decision to impose a significant administrative penalty on the company, as a result of proceedings in respect of which a dispute arose as to the way it was perceived by the purchaser, in the context of the submitted statements and transactional assurances.

DISPUTES – TAX PROCEEDINGS
Industry: outsourcing of services
Project: representing the Client in control and tax proceedings relating to the determination of arrears and additional tax liabilities of Clients in VAT
Actions: tactics development and preparing an appeal against decisions

TRANSACTION – FORMS OF CONDUCTING BUSINESS
Industry: medical products, FMC, outsourcing of services
Project: in the first quarter of this year, we advised on three projects in which the key aspect was the choice of the form of conducting business, including the type of companies from which the structures will be built (two projects concerned clients entering the Polish market, and the third concerned a Polish company intending to develop a new e-commerce sales channel)
Actions: preparation of a number of opinions and recommendations, drafting of corporate documents

TRANSACTION – SHAREHOLDERS’ AGREEMENT
Industry: RES, Photovoltaic
Project: drafting of a shareholders’ agreement regarding the setting up a JV implementing industry-specific projects
Actions: drafting a shareholders’ agreement along with a proposal for financing the project

OPINION – MEDICAL, PHARMACEUTICAL, BIOCIDAL DEVICES
Industry: medical, pharmaceutical
Project: issuing opinions on the Act on Medical Devices, Biocides and Pharmaceutical Law
Actions: preparation of a number of opinions and recommendations based on the Act on medical and biocidal products and the pharmaceutical law, in particular covering issues related to the registration and advertising of agents regulated by the provisions of these acts, as well as relating to the provision of medical services

OPINION – AMENDMENT OF THE CCC – CROSS-BORDER CHANGES
Draft: opinion on changes in the field of company law
Actions: for one of our Clients we issued an opinion on the draft amendment to the Commercial Companies Code and certain other acts (UC 123), which is to introduce significant changes in the scope of transformations contained in the CCC, in particular as part of cross-border processes

CONFERENCES
In 2023, we participated in conferences as attendees and speakers, including:

• Code Europe – the largest IT conference in Poland, where we discussed topics related to software development and cybersecurity,
• “Taxation of benefits and gratuitous transactions” Conference,
• “Real Estate Practitioners” Conference,”Diverse and Professional Supervisory Boards” Conference.

DISPUTES
Project: In 2023, we won 112 civil and commercial cases.
Actions: Representing Clients in proceedings resulting in favorable judgments.

GENERAL MEETINGS – SHAREHOLDERS’ MEETINGS

Project: In 2023, we organized shareholders’ meetings, general meetings, and partner assemblies, with December 2023 being particularly intense in this regard, as we organized 7 such meetings.
Actions: Preparation of all documents related to convening the meeting of the body and its conduct, representing clients at the meetings.