CLOSE-END PRIVATE EQUITY INVESTMENT FUNDS VS ALTERNATIVE INVESTMENT COMPANIES, OR YES TO INVESTMENTS, NO TO COSTS

We have reorganised and simplified the investment structure by transfer of assets from a close-end private equity investment fund (FIZAN) to an Alternative Investment Company (ASI). Then, together with the client, we have devised a time schedule of further investments and its implementation. At the moment, we are supervising the client’s investments in their existing investment structure.

HANDLING INVESTMENT SALE ON THE U.S. MARKET (WORTH USD 2mn), PLANNING ASSET AND SUCCESSION PROTECTION

We advised one of the shareholders on an M&A transaction concerning a US company being a leader of Java runtime environments. Our services included international legal and tax consultancy on exit from the investment, and full-fledged support in succession planning (including taking up the function of executor of the will). We have diversified the investments and secured the family’s interests against current risks arising from pandemic-related complications.

TRUSTEE SERVICES FOR A FOREIGN ARISTOCRATIC FAMILY

Management of assets located in Poland and owned by a foreign aristocratic family. Financial, legal, tax consultancy, corporate, as well as administrative and trustee services.

LEADER OF THE LARGEST M&A TRANSACTION IN THE TMT SECTOR IN THE RECENT YEARS – AN ACQUISITION WORTH NEARLY PLN 3bn

We have closed one of the largest acquisition deals on the TMT market in many years! In addition to that, we were handling the business of one of the transaction’s three main beneficiaries – for instance by planning cash flows and payment for the transaction, negotiations, preparing a position and ensuring co-operation from the investment fund company involved in the process, settlement of flows within the structure, coordinating international aspects, legal and tax consultancy services, etc.

ASI INVESTS IN THE US

We have conducted the process of establishing a fund for investments in financial market instruments in the US. Our job included strategic consultancy in choosing the appropriate investment vehicle and drafting of documentation to be submitted to the KNF.

FAMILY INVESTMENT COMPANY

In this case, the client chose a limited liability company [spółka z ograniczoną odpowiedzialnością]. Aside from legal and tax issues of the investment process, please bear in mind that inheritance of assets by future generations must be secured. In this project, we have provided adequate mechanisms allowing automatic access to the company’s assets located abroad. Therefore, we had to review both Polish and foreign regulations, including those dealing with succession matters, with foreign financial institutions.

MULTI-FACETED TRANSACTION OF TRANSFER OF KEY ASSETS BETWEEN INVESTMENT ASSETS (FIZAN [close-end private equity investment fund] – ASI [alternative investment company]) – ASSETS WORTH OVER PLN10mn

Our job consisted in developing a concept for reducing the costs of FIZAN’s complex structure. The entire portfolio was transferred to an Alternative Investment Company (ASI). Our job was to prepare a tax strategy and implement it, by proceeding the entire transaction of assets sale, including: negotiations with the investment fund companies (TFI), comprehensive legal services and tax supervision, representation at the KNF.

INTRODUCING PARTIES IN A FINANCING DEAL, NEGOTIATING COLLATERAL, CLOSING TRANSACTIONS AND MONITORING INVESTMENTS

Supporting a fibreoptic infrastructure development company in obtaining additional financing, introducing all parties involved in the transaction, managing the negotiations of the investment contract and miscellaneous agreements (providing a complete set of collaterals), monitoring spending, interest payments and final statements.

MULTICULTURAL NEGOTIATIONS OF TRADE AGREEMENTS

Business negotiations of trade contracts on the Russian, Nordic and Arab markets to ascertain and establish trading conditions. Support in finalising contracts and executing commercial orders.

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.

PROVIDING INVESTOR SECURITY IN THE FINANCING OF A REAL ESTATE COMPANY

Managing the refinancing of company involved in prime real estate, carrying out negotiations, providing a loan, as well as putting in place a number of security features (such as: mortgage, guarantees) to enable the side obtaining funding to carry on with their real estate transaction.

VENDOR’S DUE DILIGENCE – PREPARING THE COMPANY FOR INVESTOR ENTRY

Preparing the Sigmoidal group of companies (IT industry) for the entry of an external investor, including client support by conducting an internal audit (vendor’s due diligence) and participation in negotiations.

ATTENTION! INHERITANCE!

We have handled inheritance matters when relocating both assets and families. Taxes and new place of residence are not the only issue. The clients frequently forget that change of residence may involve a change in the governing law of succession. We remember about it for them!

INTERCONTINENTAL TRANSFER

We have planned relocation of a family and a business (training companies) to New York. Due to the change of market environment in the time of COVID pandemic, we had to promptly respond by modifying our solutions. We had to act efficiently and keep matching the client’s needs to the ever-changing market which has been affected by the epidemic to various extent depending on the location.

RELOCATION OF 15 FAMILIES

In the years 2019-2020, we have moved around a dozen families, and changed tax residence of all family members. Destinations chosen by the clients included: the UK, Cyprus, Portugal, Malta, USA.”=

ADVISING A MED-TECH COMPANY ON SUCCESSION

Succession in one of Poland’s longest operating med-tech (medical technologies) commercial companies with over 70 years of history; We provided assistance in devising the concept and ensuring smooth transfer to the fourth generation.

ADVISING ON ESTABLISHING HERSE FAMILY’S PRIVATE FOUNDATION

Advising on establishing Herse Family’s private foundation in Warsaw to restore the memory and operations of “Bogusław Herse Fashion House, the most famous and the largest one in Poland and Central and Eastern Europe pre-WWII”.

PREPARING SUCCESSION IN THE POLISH KONIMPEX GROUP

Preparing a preliminary concept of succession for the Polish Konimpex Group (logistics and distribution of chemical and industrial raw materials) comprising investment companies worth approximately PLN 350mn. Our job was to devise a detailed concept of business succession for the employees, the foundation, and taking care of the heir’s interests. In addition to devising detailed legal and tax provisions, our key task was to obtain a precedent tax ruling from the Regional Administrative Court.

SUCCESSION CONCEPT AND IMPLEMENTATION FOR A FAMOUS ARISTOCRATIC FAMILY

Comprehensive consultancy for a wealthy Polish aristocratic family on transfer and securing of family assets, assistance in repatriation of funds to the family.

SUCCESSION CONCEPT FOR A FAMILY OWNING MANUFACTURING COMPANIES ON 3 CONTINENTS

We have developed a succession concept for a group of several food manufacturing companies (including in Poland, the EU, South-East Asia, and Southern America) operating on global markets and as co-packer for global brands. We have taken into account the structure of family holding company and the group reorganisation plan, and chosen the best course of action.

INVESTOR’S ENTRY TO A NEW TECHNOLOGIES START-UP

Preparation of investor entry to QNA Technology sp. z o.o. (nanotechnologies) – drafting the investment agreement, negotiations, amendments to the articles of association, implementing and handling the transaction. In addition to this, preparation of the company and its shareholders to the strategic investor’s entry, for instance by devising and implementing a legal instrument securing the founding shareholders’ interests in negotiations with the investor.

MEDIATIONS – GETTING BACK TO THE NEGOTIATIONS TABLE AND SUCCESSFUL COMPLETION OF THE TRANSACTION

We have completed the negotiations process aimed at resolving the differences and reaching an agreement on deal breakers that the legal teams of both transacting parties had been previously unable to resolve. At the Company’s request, our law firm agreed to mediate and managed to successfully close the transaction of sale of a Polish FIN-TECH company to a foreign investor based in the UK.

PLN 0.5mn SAVINGS FROM TAX CREDITS FOR TECHNOLOGY DEVELOPMENT 

We have worked for technological teams and sorted out the flows of revenue generated by sales staff. This created an opportunity for utilising IP Box tax credit in an integration company producing control systems which brought the company tax savings of more than PLN 0.5 million. We also took the opportunity to sort out the salaries and business trips of the company’s employees.

R&D TAX CREDIT IN THE FASHION INDUSTRY – SAVINGS OPPORTUNITY MISSED BY THE BOARD OF DIRECTORS

Boards of many companies are not aware of the possibility of utilising tax credits for technology development because they operate in non-technology-related industries. We have helped a fashion company identify the processes involving innovative production technology, as well as an innovative sales process. Both technologies have been developed internally by the team, making the company eligible for the R&D tax credit, of which the Board had not been aware. At the same time, since the company is growing, we have analysed tax credit for Estonian CIT.

We have advised on the acquisition of valuable assets (modern production line) from the liquidator of an insolvent company.

We have authored many insolvency analyses in which we assessed (1) the liability threat to our client and (2) ways to manage this risk.

We have worked on opening restructuring proceedings, we prepared arrangement proposals and business plans for the duration of the implementation of agreements, we have also obtained creditors’ and court’s approvals.

RELOCATION OF A COMPANY ALONG WITH ITS FINANCIAL ASSETS

We have relocated several companies from other countries to Poland and from Poland to European countries such as Luxemburg, the UK, Estonia.

DEVELOPMENT BY ACQUISITION

For our client, we have prepared a UK-based company as well as corporate and financial strategies for acquisition of sales teams. The project was aimed at accelerating organic growth of a Polish-German company providing B2B IT services – a software house.

EXPANSION OF A POLISH TECHNOLOGICAL COMPANY IN EUROPE

We have prepared a development strategy for a business creating industrial control systems. The project involves relocation of their factory and building sales teams in Europe. Building the strategy, we have precisely allocated each function to specific units within the group, taking advantage of the tax credits for technology development available in most European countries.

SERVICES ON TWO CONTINENTS

We have devised an international sales and promotion structure for services provided for a global recipient (Europe, Asia, Americas). Ultimately, the sales company is to be incorporated in the state of New York, while the shared services centre (technical support for sales) will remain based in Poland. We have provided the client with full tax and corporate planning and with support in the most difficult decisions which had to be made during the pandemic.

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.

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.

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.

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.

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.

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.

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.

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.

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.