In legal and business circles, it is not uncommon to hear this old adage – “a lawyer will always tell you that you need a lawyer” – and although it carries a humorous overtone, a large proportion of investors take it seriously by trying, at all costs, to prove that they can deal with the legal side of transactions on their own. Some claim that instructing legal advisors creates excessive and, in the eyes of some entrepreneurs, unnecessary expense. Furthermore, because they alert you to the need for changes, we also often hear that legal teams cause delays in closing transactions. It is safe to conclude that we are seen as a “necessary evil”. But are we always?
Thankfully not! Although our work often entails getting entrepreneurs out of trouble and the so-called “throwing of lifelines” in critical situations, there is real satisfaction once the situation is brought back under control.
Those are not just empty word. I describe some of our latest projects below.
We merge, restructure, help
We are currently working on the restructure of a thriving capital group in the IT industry and integrating it into one leading entity. We are coordinating the merger with the ongoing process of converting the acquiring company into a public limited company.
Merger and restructure, the so-called 2-in-1 option! Not a problem for us!
The aim of the transaction is to upgrade the legal entity to a PLC and put the management of the company into the hands of key employees while concurrently implementing an employee incentive program. Alongside this, the current company managers (the founders) are being moved to supervisory positions. This, of course, requires putting in place adequate safeguards of the interests of all involved parties, as well as processes and procedures to ensure business continuity in the new circumstances. Following negotiations and design work, an efficient structure alongside the necessary processes and procedures was put in place to the satisfaction of all stakeholders.
AIC – alternative investment company
This is not the only type of structure we have had the pleasure of implementing. As part of one of our many projects, we are involved in creating an investment structure for a client who has, over many years, accumulated assets and liabilities from investments in various entities. Now, in order to simplify the ownership structure, we are consolidating these entities within a company adapted strictly for investments, from a regulatory perspective.
In other words, our goal is to integrate the entire “business” within the framework of an alternative investment company (an investment vehicle) previously created and registered with the Polish Financial Supervision Authority (“KNF”). In order to create the target structure, it is necessary to manage and carry out two complex transactions to merge the entities within the group. These steps provide a number of benefits to the client, both financial and operational!
Simplifying the structure and adapting it to the client’s business needs substantially lowers their costs and allows them to step-up their investment activities. This also has a great impact on their public image. It is worth remembering that none of this would be possible without developing a specific restructure strategy!
Among out other successes was the closing of a complex transaction, by granting entry to a strategic investor into a company while simultaneously rebuilding the latter’s existing corporate structure. Hours of brainstorming, flexible thinking and the development of creative processes and procedures allowed the founders to regain their decision-making abilities and reach an agreement on their exit from the company with their shareholders. The goal was to obtain financing, allowing for further dynamic development of the company’s business activities!
Satisfied customers are the end-product of all the work a commercial lawyer puts in. The benefits for the client are primarily freedom in their decision-making and the ability to further interact with investors.
Very short notice
Redomiciliation in 1.5 months! Together with our tried and tested subcontractor from Luxembourg, we accepted the challenge of preparing for and transferring a company from Poland to Luxembourg on very short notice, all the while meeting our customer’s business plans. To the client’s delight, the entire process was completed successfully in under 6 weeks from start to finish. Clearly nothing is impossible! We achieved 2 objectives. One – we took the opportunity to do business. Two – we created a new structure in a convenient and prestigious jurisdiction.
Obviously, we constantly face challenges during projects, but every time we close a deal, we get a jolt of energy which triggers a craving for further challenges. There is nothing better than our customer’s satisfaction and the feeling that our efforts and hard-earned compromises have resulted in a successful transaction.
The purpose of a good lawyer is to prevent problems or take them off their clients’ shoulders. An experienced lawyer, like any specialist in their field, will be able to advise the right solution depending on their clients’ business purposes. The key is to select a legal solution adapted to a specific business situation, not the other way around – and that is the focus of our work.