Polish Practice Areas

Equity market law

Within the framework of equity market law, our law firm provides advice to public companies, issuers of securities, financial institutions and other equity market players.

Our lawyers give advice to equity market participants in the course of private placement, both open and closed, introduction or admission of financial instruments to organised trading, including preparation of public information documents.

In addition, our law firm offers comprehensive advice on the compliance of the issuer with disclosure requirements and the functioning of its financial instruments in organised trading.

Our lawyers represent shareholders in disputes relating to corporate governance, and advise on investment transactions in equity markets, in terms of tax issues and fulfilment of regulatory requirements.

Moreover, we provide the following services: training in regulations and standards applicable to the equity market, preparation of legal opinions, expertise and analysis, consultancy in the matter of calls for the sale of shares in public companies, preparation of the share buyback programme, and legal services related to debt securities.

Our team of experienced experts represents clients before the Warsaw Stock Exchange, the Financial Supervision Commission and the National Depository for Securities.

Company law and M&A

Services in the field of company law should be understood as assistance provided to natural and legal persons conducting economic activity in the form of commercial companies.

Our support in this regard includes the initial stages of adjustment of the legal form and the ongoing corporate support of partnerships and companies. The following services are provided by our law firm:

ongoing support of companies (in particular, public companies) in the field of corporate law;

establishment, change, transformation, demerger, merger and liquidation of commercial companies;

representation of shareholders/partners during general meetings of the company;

representation before courts in proceedings regarding, inter alia, challenging resolutions of the company bodies;

preparation of agreements, annexes, resolutions and opinions.

Our law firm has extensive experience in the processes related to mergers and acquisitions of companies, including public and foreign companies. As part of our activities, we represented both acquiring and acquired companies. Each project starts with the due diligence of the given economic entity. Thanks to our long-term cooperation with specialists in market research, auditors, and certified appraisers, operating in the securities market, we were able not only to provide comprehensive legal assistance with M&A transactions but also comprehensive business support.

In the field of M&A, our law firm provides the following legal services:

preparation of share and stock transfer agreements;

preparation of agreements for the disposal of businesses or their organised part;

preparation and management of M&A processes on behalf of companies and enterprises;

preparation and management of the demerger process in order to dispose of part of businesses;

development of a structure for the purpose of tax optimisation of share and stock transactions;

preparation of agreements ancillary to M&A transactions.

In addition, our firm represents clients in negotiations regarding M&A transactions.

Project Financing

Our law firm provides legal services in the process of acquisition of financing, in particular through:

issue of shares, bonds, both in the private and public placement;

preparation of investment agreements;

raising capital in the increased risk market (ventures capital);

support of entrepreneurs in obtaining financing from public and EU funds.

Real Estate and Construction Investments

Our office provides legal services in all types of real estate transactions, and advises clients at individual stages of real estate investments.

In particular, we represent our customers in transactions for the disposal of real estate, and in this regard, our lawyers prepare and give their opinion on draft agreements, in particular, preliminary agreements, contracts promised in a notarial deed, and development agreements, and participate in negotiations of such contracts and agreements. We prepare and negotiate, on behalf of our customers, lease and tenancy agreements, we advise on the establishment of limited rights in rem on immovable property (mortgages, pledges, usufruct, and servitude). We also assist in the transfer and abolition of such rights; we provide opinion on agreements for other types of encumbrance, such as transfer of ownership as security.

We represent our clients in litigation, in administrative and court and administrative proceedings regarding immovable property, including proceedings aimed at concluding agreements promised in a notarial deed or awarding relevant compensation for evading such agreements. We conduct land and mortgage registration procedures, including proceedings for the agreement of contents of an entry in the land and mortgage registry with the actual state of affairs. In act as counsels in the proceedings for the so-called supplementary damages (return of actual investment on property, compensation for the use of property). We conduct cases regarding acquisitive prescription, abolition of joint ownership, management related to joint ownership and use. We represent our customers in matters concerning release of real estate, and in administrative proceedings related to the investment process.

We also specialise in matters aimed at regulating the legal status of transmission equipment (such as power lines, pipelines, gas pipelines, telecom lines) and redress available of owners of immovable property where such equipment has been placed against their will or knowledge, and without due compensation. In particular, such proceedings concern the following matters: establishment of transmission easement, including adequate compensation, and damages for the so-called non-contractual use of real estate by transmission companies. In this respect, our lawyers represent clients in pre-litigation proceedings, conducting negotiations with such transmission companies, and offering advice while concluding relevant agreements/settlements, as well as litigation in court.

We also carry out the analysis of the legal status of the real estate – the so-called due diligence, indicate risk factors, and based on our results and e.g. pre-war documents, we help to order the legal status of the property.

We are engaged in the matters regarding the return of expropriated property, in particular in pursuing claims of former owners and their legal successors who lost their property in the capital city of Warsaw on the basis of the so-called Bierut Decree, In this regard, we represent our customers in administrative proceedings (before SKO, the Ministry of the Economy, President of the Capital City of Warsaw), and court and administrative proceedings (Higher Administrative Court and the Supreme Administrative Court), as well as litigation in common courts.

In this respect, we conduct proceedings on behalf of natural and legal persons, in particular, former pre-war owners of enterprises who lost their property as a result of a series of nationalisation laws and decrees.

In this area, we also provide assistance in obtaining ownership documentation on file of public offices, archives and other institutions, which is necessary for the conduct o such proceedings.

Litigation and Arbitration Proceedings

Our law firm has extensive experience in negotiations, arbitration and court disputes, including all areas of law and types of proceedings.

Our experts represent clients before common courts, the Supreme Court, administrative court, the Supreme Administrative Court, as well as the Court of Arbitration at the Polish National Chamber of Commerce.

We advise our clients on out-of-court arrangements with the use of all types of alternative dispute resolution methods, including mediation. We also cooperate in the evaluation and management of litigation cost risk and avoidance of possible litigation in the future.

The expertise of our lawyers is supplemented by the knowledge of the market and understanding of the needs of economic entities, obtained in the course of cooperation with enterprises operating in various sectors of the economy.

We provide legal services at every stage of debt recovery, from pre-litigation calls for payment and negotiations with debtors, to court and enforcement proceedings.

We have successfully represented our customers in disputes between telecom operators regarding telecommunications law, in corporate controversies concerning objections to resolutions of general meetings of shareholders, compensation disputes, as well as disputes related to bill of exchange and mortgage security, and non-litigious proceedings on the termination of shared usufruct.

Labour Law and Social Security Law

We have experience in providing legal services to small and medium-sized enterprises, in terms of labour law. We also assist individual clients in their disputes with employers.

In our approach to this field of law, we make an attempt at understanding the needs of our customers, which is very often conducive to successful negotiations aiming at amicable dispute resolution, as the most beneficial resolution in the given conflict situation. We are able to protect our clients from any unnecessary litigation in the future.

With our experience and negotiation skills, we often managed to avoid expensive and time-consuming litigation, and more importantly – always to the mutual content of parties involved in the dispute. Thanks to our labour law expertise, we are able to give potent advice to our customers and help them to decide if it more beneficial for them to negotiate and settle the dispute or initiate court proceedings. In the latter case, we develop litigation strategies in order to increase the possibility of arriving at a positive outcome for our customer in the court.

As part of our services, we prepare and give opinion on any and all personnel documents, such as draft labour regulations, remuneration policies or collective employment agreements, contracts of employment and other agreements for the provision of work (mandates, managerial contracts, etc.), including non-competition and confidentiality agreements during the employment relationship and after its expiration. We have also conducted cases regarding employment termination, including violation of non-competition and confidentiality clauses.

We also advise on current issues related to employment, remuneration, recreational and other types of leave, employment equality, discrimination, harassment or infringement of personal rights of the employee. We also give effective advice to employers in terms of employment optimisation and reorganisation, redundancies, and to employees who have lost their jobs as a result of redundancy, in particular, in terms of severance pay.

We also provide legal assistance in the field of social security law, representing our clients in disputes with ZUS (Social Insurance Institution) or in court proceedings.

As part of such services, in addition to ongoing support and consultancy, we conduct litigation and represent our customers in common courts of every instance, including the Supreme Court.

Intellectual Property and Industrial Property

Our law firm advises on transactions of acquisition and disposal of copyrights and related rights, rights to databases, as well as licences thereto. We evaluate the effectiveness and the adequacy, as well as the scope of transferred copyrights. We analyse all cases of infringement of copyrights, recommend legal remedies to artists and authors in order to protect their rights. In particular, we monitor internet sites, online auctions, internet portals, etc., with the objective of protecting intellectual property rights. We represent our clients in lawsuits concerning infringement of copyrights and related rights, or rights to databases.

Our lawyers are engaged in the registration of trademarks and designs with Polish, EU and other foreign patent authorities. At the same time, we verify the availability of registration opportunities for trademarks. We assist our clients in disputes related to industrial property rights, including trademarks, patterns and patents. We help our clients in the transfer of industrial property rights and in the process of granting licences to such rights.

We also specialise in the preparation and negotiation of supply agreements, agreements on the implementation and maintenance of IT systems. We also offer our opinion on licence agreements and agreements for the transfer of software copyrights.

We support our clients in all projects implemented via the internet, in particular, we prepare rules and regulations of providing services via the internet, and other applicable documents required for on-line operations.

Our lawyers have extensive experience gained during numerous legal audits of intellectual property rights and industrial property rights, conducted on behalf of investors or the transferor.

Our lawyers also advise in any matters related to personal right infringement, including the rights to the image.

Competition and Anti-Trust Law

In this area, our law firm renders legal services associated with competition and consumer protection law.

For instance, we give advice and opinion on various documents in terms of compliance with legislation on unfair competition, in particular, in terms of commercial, marketing or price policies, as well as compliance with consumer protection provisions.

We represent our customers in civil law litigation related to unfair competition, such as: infringement of trade secret, inducement to terminate or breach a contract, unfair accusations or touting, unfair or prohibited advertising, or misleading indication of the company.

We also assist our customers in the evaluation of agreements, regulations and other documents, in terms of occurrence of any unlawful contractual clauses.

Contractual Law

Osiński & Partners, Attorneys-at-law have extensive experience in developing civil law agreements, both for domestic and international transactions.

We advise on the development of all types of civil law agreements, in particular during the preparation of intricate commercial contracts, writs and other deeds, preparation of agreement templates and during negotiations aimed at concluding, amending or terminating a contractual relationship.

Our lawyers have been successful in asserting claims related to the execution of contracts, remuneration, compensation and contractual penalties.

Debt collection, restructuring, bankruptcy

Our law firm offers comprehensive legal services in the field of debt collection in ordinary court proceedings, payment-order and writ-of-payment proceedings, as well as out-of-court debt restructuring procedures.

We have successfully represented creditors in numerous bankruptcy proceedings, including, e.g. the procedure of application for the declaration of bankruptcy of the debtor, the procedure of lodging claims and procedure of submitting an objection to refusal of the official receiver to recognise claims.

Our experts also give advice on the establishment of security on the assets of entities facing the risk of insolvency. We have experience in debt restructuring, including negotiation of repayment of existing debt with creditors. Apart from restructuring processes, our lawyers have significant experience in seeking legal protection of the debtor under bankruptcy and reorganisation laws. Our services in this area include, among others, preparation of bankruptcy applications, representation in bankruptcy proceedings and before authorities conducting such proceedings, as well as contacts with the official receiver.

We also provide legal advice on the possibility of regaining control over its assets by the bankrupt party. We successfully represented bankrupt parties in the procedures for the change of the mode of bankruptcy proceedings, from proceedings including liquidation of the assets of the bankrupt party to proceedings with the possibility of arrangement with creditors.

New Technologies, IT and Telecommunications Law

Osiński & Partners, Attorneys-at-law have significant experience in the preparation, negotiation and conclusion of agreements related to telecommunications, new technologies and internet laws.

In particular, we prepare rules and regulations of providing services, procedures, privacy and personal data protection policies, licence agreements, agreements for the development and implementation of IT systems, as well as agreements concerning standard IT systems, adapted to the needs of the customer, contracts for the supply of software and hardware, outsourcing agreements and agreements for the development and maintenance of websites.

We give advice on agreements on the provision of access to servers, development and update of websites, electronic mail services, services provided via the internet and other forms of distant  communication, as well as agreements on the transfer of copyrights.

Our lawyers are also engaged in telecommunications law services, in particular those related to the preparation of rules and regulations of provision of telecom services, including telephone services, access to the internet and other non-standard telecom services. Our lawyers provide legal assistance in proceedings conducted before the President of the Office of Electronic Communications.

Personal data protection

Our law firm offers its clients advice on any matters related to personal data protection, including professional legal assistance in the development of comprehensive personal data protection documentation. The activities undertaken by our law firm aim to increase the level of awareness of our customers of responsibilities related to the implementation of documentation concerning the processing of personal data and registration of personal data files with GIODO [Inspector General for Personal Data Protection], having regard to the obligations under the law, including EU legislation.

In particular, our experts are involved, inter alia, with the following tasks: advice on the development of internal documents, preparation of draft agreements on the delegation of and protection of personal data in terms of their security; development and implementation of privacy policy, security and cookie policies; preparation of applications for registration of personal data files with GIODO, conducting audits for the protection of personal data files in companies and public institutions.

We represent our Clients at every stage of proceedings before the Inspector General for Personal Data Protection, both during registration of data files and audits carried out by GIODO.

Media and Advertising Law

Our law firm provides assistance in the broadly understood field of media and advertising.

In particular, we specialise in disputes regarding infringement of personal rights in the mass media, including the internet. We are successful at asserting claims arising from such infringements before courts, not only under the press law, but also under the Civil Code, e.g. financial compensation. We have conducted lawsuits against leading publishers and media companies.

In this regard, we also carry out comprehensive reviews of press releases in terms of contents violating third party rights and the limits of acceptable criticism of press releases. We also prepare press rectifications and replies containing factual criticism of a given press release, which, in many cases, enables the parties involved to avoid the subsequent litigation.  In the event of existing violations, we make attempts at minimising their effects and preventing the dissemination of infringing content.

We also advise entrepreneurs in the field of business operations via the internet; we develop and give our comprehensive opinion on the rules and regulations of providing on-line services, e.g. rules of on-line shopping, as well as principles concerning lotteries, competitions and other means of promotion.

We draw up and give our opinion on sponsorship agreements and barter agreements regarding the provision of advertising services; we give our opinion on advertising materials in terms of compliance with the broadly understood advertising law, rules of good commercial practices, unfair competition laws and provisions on the use of images in advertisements. Although relatively rare in practice, we also conduct lawsuits to obtain a court order on the publication of advertisements in the press.

Administrative law

We give advice both in terms of substantive administrative law and administrative proceedings.

We provide consultancy, especially in matters related to alien and refugee law, and in particular, in terms of legalisation of residence and certification of Polish citizenship, as well as public procurement proceedings, real estate management, proceedings regarding repossession of expropriated real estate, aviation law, construction law and social security law.

We draw up applications for permits and licences, complaints and appeals concerning administrative decisions, as well as other applications, requests, etc., legal opinions and expertise in administrative proceedings.

We represent our clients before local government bodies, administration authorities, provincial administrative courts and the Supreme Administrative Court, and we also provide our assistance in seeking compensation for damages arising from unlawful administrative decisions.

Our law firm has extensive experience in the certification of Polish citizenship for persons of verifiable Polish origin.

As part of our activities, we provide comprehensive legal assistance, including:

a free of charge initial review of the possibility of obtaining Polish citizenship certificate for individual cases;

collection and verification of required documents;

preparation of the relevant application.

We represent our clients before public authorities throughout the procedure relating to obtaining Polish citizenship, which eliminates the necessity of staying in the country.  Information is exchanged between the client and the attorney via email or phone, whereas documents are circulated by post or courier services.

Public Procurement

Our law firm provides professional and comprehensive legal services, including formal and legal aspects of awarding public contracts, both to ordering parties and contractors.

The fact that ordering parties entrust us with the task of providing legal services in the public procurement procedure is a guarantee of compliance of our operations with the relevant legislation. By cooperating with our firm, contractors are able to benefit from safe contracts, without entering into any risky arrangements associated with public tenders.

Services provided to contractors include, among others, preparation of preliminary strategy for participation in the public procurement proceedings, professional and substantive assistance during the tendering procedure, and advisory services during the conclusion and execution of public procurement contracts.

Services provided to ordering parties include, among others, preparation of legal opinions and consultations on public procurement, implementation of procedures related to awarding public procurement contracts in all modes provided by the Public Procurement Law, legal assistance in the preparation of a public procurement procedure, including, in particular, preparation of tender documentation, terms of reference and model contracts.

We also offer the possibility of representation of our clients before the National Board of Appeal at the Chairman of the Public Procurement Office, as well as common courts.

In order to ensure the effectiveness of actions undertaken by entities supported by our law firm in the public procurement proceedings, we adjust the scope of our services to the individual needs of our client.

Citizenship and immigration law

Our law firm has extensive experience and success in obtaining official confirmation of Polish citizenship for citizens of Israel and Eastern Europe.
We are also involved in matters related to widely understood immigration law. We provide comprehensive legal services, in particular, as regards:

recognition of citizenship

acquisition of Polish citizenship through repatriation

registration of residence in the territory of Poland

issue and renewal of D-type national visas

obtaining permit for: temporary residence for the purpose of conducting economic activity; work; temporary residence and work; permanent residence; long-term EU residence

obtaining residence cards; Polish travel documents for foreigners; Polish identity documents for foreigners; temporary Polish travel documents for foreigners; tolerated residence permits; and Pole’s Cards.

We represent our customers in a comprehensive manner, before public administration authorities during the procedure related to confirmation of Polish citizenship. As a result, presence of our customers in Poland during the proceedings is not required.

We provide professional assistance and advice already at the stage of collecting the necessary documents. We prepare relevant requests and applications, and represent our customers throughout the administrative proceedings; and after the receipt of the decision confirming Polish citizenship, we help them in obtaining a Polish passport.

We support our customers in the following languages: English, French, Russian and German.

 

O.G Legal LLC has an exclusive cooperation agreement with EBC Solicitors, which is an Authorised Adviser licensed by the Warsaw Stock Exchange.