STRUCTURING OF TRANSACTIONS REORGANISATION OF COMPANIES AND THEIR GROUPS

Now that you have cashed out of your investment, you may wish to plan the optimal distribution of funds. Or perhaps, your investments have grown by so much that they need to be reorganised, or their management streamlined, or maybe their running costs lowered? Perhaps ever-changing regulations mean that you need to reorganise some elements of the structure of your assets again?

Now that you’re planning new investments. Do you require assistance in setting up the legal frameworks? Information on what structures to use? Help with succession planning?

 

Why do clients choose us?

 

  • We help our clients to make optimal investment plans and implement them, we also restructure existing ones.
  • We understand business and try to take into account the specifics of each one of our clients’ situation – no two projects are the same!
  • We organise asset structures by choosing the most optimal solutions to ensure the safety of investment all the while streamlining costs.
  • We give you the ability to secure the transfer of your assets to your designated heirs.

 

Comprehensive and multi-faceted service

 

  • We identify risk areas in the structure, we conduct legal and tax audits, and with support from our sister company, BE THERE, we also provide business audits.
  • We help you restructure your business and streamline your running costs. We fully negotiate the costs of maintaining the structure in Poland as well as overseas.
  • We manage multi-layered liquidations of complex international structures on behalf of our clients. We assist them in relocating companies between jurisdictions.
  • We develop schedules of planned activities taking into account the cost and the time needed to implement them.
  • We provide regulatory services and represent you in proceedings before the Financial Supervision Commission and other public administration bodies.
  • We assist in negotiations and in managing relationships with financial institutions to help you obtain financing.
  • We support clients in their decision-making process.
  • We provide day-to-day and ad-hoc corporate services (legal and tax) to businesses.

 

Case studies:

 

MULTIFACETED RESTRUCTURE OF THE C&F GROUP, CONSOLIDATIONS AND CHANGES LEADING TO IMPLEMENTATION OF EMPLOYEE MOTIVATION PROGRAM

Advising on the multi-layered restructure of the C&F Group of Companies, an IT company trading on the European and US service markets. Our service included merging ownership structures with the main operating company, for the purpose of creating employee shares, changing its legal status from a limited company to a public limited company, drafting documents and contracts aimed at protecting the interests of the parties involved in this process.

 

M&A SUPPORT (PLN 84 MILLION) AND POST-TRANSACTION RESTRUCTURING

Preparing a company from Cyprus for the sale of shares in a listed entity (a leader in fintech, a search, financing and trading platform for real estate) to a leading media group in Europe, and the subsequent redomiciliation to Poland.

 

PRIVATE EQUITY INVESTMENT TRUST VS ALTERNATIVE INVESTMENT COMPANY. YES TO INVESTMENTS BUT NO TO COSTS

Simplifying the investment structure by transferring assets from a Private Equity Investment Trust into a general partnership and its subsequent merger with an Alternative Investment Company – preparing to carry out investment activities through a more flexible and cheaper to maintain special vehicle – structuring transactions, carrying out negotiations, providing comprehensive legal services and tax oversight, representation before the Financial Supervision Commission.

 

PUTTING IN PLACE A STRUCTURE FOR INVESTMENT ACTIVITIES

Complex and multifaceted restructuring of portfolio companies, including creating an Investment Trust and defining a structure for its investment functions with the Investment Fund Group in charge of managing it. Ensuring the structure is ready for cashflow accounting resulting from the sale of control shares in a large TMT company.

 

CROSS-BORDER MERGER INVOLVING A LISTED COMPANY IN STRUCTURE

Restructuring of companies controlling a majority stake in the Polish public liability company HubStyle(clothing industry) listed on the Warsaw Stock Exchange. The restructure includes transferring a majority stake into a Polish limited company by the overseas company controlling it, followed by a cross-border downstream merger of those companies.

 

CROSS-BORDER MERGER

Cross-border mergers of international companies with Polish entities, including the merger of a Polish daughter company in a downstream merger, which required resolving many complex legal matters and persuading the two controlling bodies – the Registry Court in Poland and the Registrar in Cyprus – that the proposed solutions were legally compliant.

 

RESTRUCTURING THROUGH A CROSS-BORDER MERGER (REAL ESTATE INDUSTRY)

Cross-border merger with a Dutch company (acquired by a Polish company). The main challenge lay in coordinating the many complex issues on both, the Dutch and the Polish side, and ultimately bringing the two entities to a position where the completion of the merger was possible.

 

PLANNING OUT AND IMPLEMENTING A JOINT VENTURE, MANAGING ITS MONETISATION AND PARTNERS’ EXIT – VALUE OF PLN 12 MILLION

Restructure of the Antczak Group (real estate). The process entailed developing a structure, planning cashflows and distributions from the sale through special purpose vehicles, a takeover of investment companies, the exit of a co-investor through share redemption, planning out and implementing a billing system, cooperation with an Investment Fund Group as well as with other participants in this complex process.

 

RESTRUCTURE PROJECT FOR CONTROLLING PARTY OF LARGE GROUP OF PRODUCTION COMPANIES LOCATED IN MULTIPLE INTERNATIONAL LOCATIONS IN ORDER TO PUT IN PLACE SUCCESSION PLANS

Developing a restructuring strategy to put in place succession plans within a large group of food production companies operating internationally as a subcontractor for global brands. In order to replace the controlling party – a natural person, it was necessary to insert a holdings company into the structure and to restructure the entire organisation to optimise it. One of the challenges was to choose the most favourable solution to allow streamlined operations in a multi-jurisdictional scenario encompassing Poland, the EU, South East Asia and South America.

 

CORPORATE REDOMICILIATION – TRANSFER OF HEADQUARTERS FROM POLAND TO LUXEMBOURG

Supporting corporate redomiciliation of a Polish company to Luxembourg, a Cypriot company to Poland, a Luxembourg company to the United Kingdom.

 

MULTI-STAGE RESTRUCTURING OF THE EDF GROUP

Multi-stage consolidation of the EDF Group including mergers, carving out a Share Services Centre, public issue of shares, as well as other aspects of groupwide restructuring.

 

MULTI-STAGE RESTRUCTURING OF THE STOCK GROUP

Multi-stage restructuring of companies within the Stock Group, including mergers, transformations and liquidations, as well as redemptions of shares and the issuing of bonds.

dr Anna Maria Panasiuk

Managing Partner

tel. +48 601 879 889 panasiuk@panasiuk.com.pl
Andrzej Sałamacha

Partner/Attorney-at-law

tel. +48 606 524 752 salamacha@panasiuk.com.pl
Adam Barcikowski

CERTIFIED TAX ADVISOR

tel. +48 22 625 16 36 info@panasiuk.com.pl

Contact

ul. Nowogrodzka 10/8, 00-511 Warszawa
Tel: +48 22 625 16 36
Fax: +48 22 625 08 80

info@panasiuk.com.pl

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