Capital investments

TPG law firm ensures legal service in the field of investment based on shares or stock, as well as investment based on debt (particularly bonds and loans). The law firm has experience in servicing entities that make capital investments, and entities which search for financing.

The law firm also has significant experience in rendering consultancy services in particular to public companies (including those listed on the Warsaw Stock Exchange), private equity / venture capital funds and brokerage houses, as well as to individual investors making transactions in the capital market.

The law firm provides legal services particularly in the following areas:

Capital market

  1. IPO (initial public offering) service.
    • Legal service for companies and brokerage houses in respect of public issues of shares and introduction of shares into circulation in the regulated market (WSE) and the alternative trading system (New Connect).
    • Preparation of issuance documentation, such as issuance resolutions and legal parts of prospectus, and adjustment of corporate documents to the specific nature of public capital market.
  2. Bond issue.
    • Legal service for issuers and brokerage houses in the area of public and non-public issuance of bonds, including secured bonds.
    • The drafting of terms and conditions of issue and issuance resolutions, and also depending on the business assumptions of a given issue, preparation of documents concerning security and establishment of a security agent.
  3. Service provision for public companies and investors in the capital market.
    • Consultancy in respect of all obligations concerning public companies and investors in the capital market.
    • Consultancy in the area of procedures in purchasing of significant blocks of shares in the regulated market.
    • Services concerning specific transactions in the public market, such as the purchasing of own shares by public companies.
    • Representation of, and legal advice to, our Clients in proceedings before Polish Financial Supervision Authority.
    • Legal advice to investors in the area of prohibition of insider dealing.
    • Legal advice in all aspects of capital market regulation.

Service of transactions outside the organized market

  1. Service provision for private equity / venture capital.
    • Full scope of service in respect of investments in companies, including preparation and negotiation of investment contracts and exit options.
  2. Service of M&A.
    • Service in respect of companies acquisitions and purchases, in the form of takeover of the controlling block of shares (share deal), as well as buying an enterprise or its organized part (asset deal).
    • Service concerning merger of companies (merger through takeover).
  3. Due diligence.
    • The conducting of legal audits (due diligence review) related to the preparation of all kinds of investments and transactions, including private equity investments and M&A transactions.
  4. Antitrust proceedings.
    • Preparation of documents and representation of Clients in proceedings before President of the Office of Competition and Consumer Protection, as related to planned M&A transactions (notification of business concentration attempt).

Transformation of companies

  • Comprehensive legal service in the process of company transformation, mergers and splits of companies.
  • Merger of companies with the participation of a public company.

Corporate service in the field of company law

  1. Setting up a company.
    • Advice on the choice of legal forms of running a business.
    • Preparation of draft articles of association and memorandum of association, as well as other documents connected with setting up partnerships and companies.
    • The conducting of the registration procedure at the KRS (National Court Register).
  2. Day-to-day corporate service.
    • Preparation of shareholders’ meetings and general meetings.
    • Preparation of drafts of resolutions of corporate bodies.
    • Representation of Clients during shareholders’ meetings and general meetings.
  3. Corporate disputes.
    • Legal advice to, and representation of, Clients in corporate disputes among shareholders and partners.
  4. Liquidation of companies.
    • Service in respect of the procedure of bringing a company to an end, its liquidation, distribution of assets and removal from KRS register.
  5. Proceedings in the court of registration.
    • Preparation of documents for registration proceedings before district courts in order to make a registry entry or change a registry entry in KRS.
    • Representation of companies in the proceedings mentioned above.

Tax aspects of capital transactions

  • In the selection of optimal solutions for Clients with respect to investments and capital transactions, tax aspects of particular solutions are taken into consideration, including present tax legislation as well as the planned changes in that area, and also the standpoint of tax authorities and administrative courts, plus double taxation conventions.