Experience – Restructuring

• We have advised Polish companies of a foreign pension fund which are owners of retail parks, office buildings and warehouses, in restructuring proceedings of their tenants.
• We advised a bank and a factor prior to remedial proceedings (a type of in-court restructuring). Then we represented these two creditors in remedial proceedings concerning a public company listed on Warsaw Stock Exchange.
• We advised a bank as a mortgage administrator (security agent) in remedial proceedings of a bond issuer – a public company listed on Warsaw Stock Exchange.
• We advised a bank in negotiations with a debtor – a public company listed on Warsaw Stock Exchange of an agreement concluded during standard arrangement proceedings (a type of in-court restructuring).
• We advised a company from the casting industry throughout the cost of restructuring proceedings (accelerated arrangement proceedings), which ended in final approval of an arrangement.
• We represented a consortium of banks in connection with a debtor’s arrangement with creditors concluded within the framework of reorganization proceedings, which included a conversion of debt to equity of a public company operating in the food industry, listed on Warsaw Stock Exchange. Our advice also included entering into contracts for exercising certain rights flowing from shares and obtaining new financing by the debtor.
• We represented one of the largest European breweries in bankruptcy proceedings with the possibility of concluding an arrangement, concerning a debtor who was a public company listed on Warsaw Stock Exchange.
• We represented a bank in bankruptcy proceedings with the possibility of concluding an arrangement concerning a debtor from the mining industry, which was a public company listed on Warsaw Stock Exchange.
• We represented members of a consortium of subcontractors as creditors in bankruptcy proceedings concerning members of the consortium of building contractors (one of the consortium members, a public company listed on Warsaw Stock Exchange, was subject to bankruptcy proceedings with the possibility of concluding an arrangement).
• We represented a Polish furniture manufacturer involved in in-court restructuring proceedings opened in France (procédure de sauvegarde), in the course of proceedings for the opening of secondary bankruptcy proceedings against the client in Poland, and before the Court of Justice of the European Union in proceedings concerning questions referred thereto by a Polish court for a preliminary ruling.

We advised, among others:

• A company from the steel industry as a commercial creditor in restructuring the debt of its key client.
• A group of banks in debt restructuring of a Polish borrower operating in the wholesale sector.
• Two banks in restructuring the debt of their client operating in the real estate sector.
• A real estate fund in terms of changing the structure of financing its Polish real estate portfolio.
• A consortium of foreign banks in restructuring the debt of a Polish borrower from the steel industry amounting to over PLN 2 billion.
• Mezzanine lenders in restructuring a debt resulting from the acquisition of a Polish logistics company.
• A group of borrowers in refinancing and restructuring existing loans and collaterals of a Polish company belonging to an international capital group.
• A consortium of Polish banks in terms of a consolidation loan restructuring part of a Polish borrower’s debt.
• A group of lenders in restructuring the financing acquisition of a Polish company by a private equity fund.
• A bank in restructuring of its real estate loan portfolio (on-going advice).
• A bond trustee in a settlement with the issuer and other parties to a dispute concerning issuer’s assets.

• We handled one of Europe’s largest employment restructuring in recent years, covering group redundancies of nearly 6000 workers in the railroad sector.
• We advised one of the world’s largest producers of consumer goods in a complex sales transaction (within a dozen or so jurisdictions), including an HR transfer and implementation of delayed transfer mechanisms, such as “Temporary Service Agreements” (TSA).
• We advised in negotiations of agreements and the appointment of a special negotiating team and the European Works Council in connection with the transformation of a leading international sporting goods company into a European Company.
• We advised a client in the cosmetic industry on the liquidation of its Polish operation. We drafted a scenario for restructuring employment and terminating employment contracts with personnel, as well as related HR documents.
• We supported a client from the insurance industry in a cross-border merger of companies in his capital group from various jurisdictions in Europe, and in establishing branches in different jurisdictions. Our assistance covered the HR aspect of the transaction, particularly the part related to a transfer of the workplace from the company to the newly established branch and post-transaction advice on HR issues. In addition, we advised on the European law regarding the transnational workers representation, in particular as regards the need to establish a special negotiating body.
• We advised in employment restructuring in an energy company. We prepared and helped to implement a plan for group redundancies. We developed and implemented a voluntary employment termination program, helped to withdraw from a multi-establishment collective labour agreement and to draft a new collective labour agreement covering company employees. We supported the client during negotiations with trade unions.
• We advised an international bank offering private banking services in connection with the closure of its operations in Poland. We took part in the negotiations with personnel representatives regarding the terms of the redundancies and we prepared all documentation necessary to carry out this process.

• We represented the main shareholder, who was also a creditor, in restructuring the largest public company in the construction industry in Poland. Our assistance involved concluding a package of agreements between creditors, which unified the principles of debt servicing and mutualised the security package, conversion of debt to equity, as well as financial and operational restructuring of the company. We also advised that shareholder on the disinvestment process.
• We represented shareholders in negotiations with creditors of a public company operating in the heavy industry and listed on Warsaw Stock Exchange. These negotiations concerned securing the execution of the debtor’s agreement with creditors and establishing new corporate governance following the conversion of the debt into equity. In addition, we assisted clients in carrying out the company’s share buyback program and subsequent reduction of the share capital to cover company losses.
• We advised the State Treasury on the implementation of a restructuring program for the Polish shipbuilding sector.
• We handled a number of mergers and divisions of companies, including some of the largest retail chains in Poland, mines and other companies of considerable size.
• We advised in the process of transformation of companies and partnerships.
• We participated in the process of restructuring groups of companies belonging to domestic and international holdings with a view to simplify the management structure and reduce operating costs.
• We participated in the process of cross-border merger of companies (one of the merging companies was Polish).

We provided tax advice to:

• A telecom company in restructuring transactions within the capital group, consisting of redemption of shares, exchange of shares and preparation of share sale transactions;
• A Swedish capital group manufacturing industrial equipment in the acquisition of shares in Polish companies, in the acquisition of a Polish enterprise and in restructuring operations in Poland;
• A Polish capital group – one of the largest producers of construction materials – in a merger of group companies;
• An international capital group operating in the risk management services sector in restructuring its operations in Poland, with a particular emphasis placed on the tax consequences of the division of the company by separation;
• IT companies outsourcing part of their activity to service centers in Poland.

We advised, among others:

• A foreign bank in the process of creating a service outsourcing center in Poland;
• Global capital groups investing in Poland in innovative shared services centers, on issues related to state aid;
• A bank group in the area of ​​financial decision-making and liability of members of the management board of a company operating in Poland in connection with a shared services center operating within the group;
• IT companies outsourcing part of their activity to service centers in Poland, on tax issues.

We assisted in negotiating a number of contracts concluded by our clients, for example:

• We advised a leading Scandinavian construction and development company how to secure its interests in the execution of a steel production contract, given that the counter-party to that contract, a Polish manufacturing company, was threatened with insolvency.
• For one of the largest steel mills in Poland, we developed a scheme of contracting, supplying semi-finished products and settling payments with the key client – a steel sheet mill supplier threatened with insolvency.

• We advised in a number of transactions involving entities threatened with insolvency.
• We advised shareholders in companies threatened with insolvency in connection with the implementation and conduct of operating, financial and assets-related restructuring processes and subsequent transactions involving shares of these companies. For example, we advised a shareholder on the restructuring of two aerospace defense industry companies and the subsequent sale of one of these companies to a corporate buyer.
• We conducted a number of due diligence reviews of assets belonging to debtors threatened with insolvency and under in-court or out-of-court restructuring procedures. Among other things, we analyzed for a shareholder the risk of raising claims from several dozen largest contracts entered into by a public company listed on Warsaw Stock Exchange as a contractor of building works, as well as the risk resulting from the already pending court disputes involving this company.
• We prepared a legal opinion for a foreign mortgage creditor including an analysis of the legal risks associated with undertaking of measures for restructuring the assets and obligations of its debtor at risk of insolvency, and an assessment of the impact of such measures on security interests in collateral previously established in favour of the client.

• We assisted global capital groups investing in Polish innovative-shared services centers with issues related to the received state aid.
• We advised an entity operating in the mining sector in connection with an intended restructuring transaction. In particular, we assessed the risks associated with the presence of unauthorized state aid. Among other things, we analyzed the steps already taken and we provided recommendations concerning intended steps in terms of the private investor test.
• We drafted a legal opinion for an investment bank on the application and interpretation of EU law regarding the effects of a commercially operating hospital obtaining state financial support from the perspective of endowment in the form of a loan guarantee, capitalization and access to a public domain in exchange for a preferential price.
• We advised a beneficiary of state aid in the process of pre-notification and notification of state aid related to co-financing an investment project with EU funds. We prepared an outline of the optimal notification process, a timetable for notification (including guidelines agreed with the purchaser and associated milestones), a strategy for dealing with the Polish administration authorities and the European Commission (including guidelines agreed with the purchaser) and a detailed timetable for various measures needed to be taken in the course of the notification process.

• We advised a number of clients on restructuring as a result of our internal investigations and HR audits (closing one company in the group, applying necessary layoffs, preparing new contracts for current and new managers, modifications in remuneration and work and bonus regulations). Despite the expanse of implemented changes, the continuity of our clients’ operations was maintained.
• We reviewed the internal regulations of a large insurance company. After identifying inconsistencies and gaps in the regulations concerning the division of competencies and scope of responsibilities, we prepared proposals of missing regulations and amendments to existing ones.
• We conducted an internal HR, labour law, IP and tax audit of an international IT client.
• We assisted a client in an internal investigation in his Polish subsidiary regarding alleged serious misconduct and irregularities, including misappropriation of company property and acts of corruption by the managing director and several managers. We assisted the client when he took the necessary steps against individual suspects under labour law and criminal law.

• We represented a Polish furniture manufacturer subject to in-court restructuring proceedings in France (procédure de sauvegarde) in several proceedings conducted in Polish common courts and the Supreme Court in connection with creditor suits for payment (creditors did not accept the effects in Poland of opening restructuring proceedings in France).
• We represented one of the largest European breweries in court proceedings under the actio Pauliana. The proceedings concerned a real estate sold by a member of the management board of a joint-stock company; subsequently subject to bankruptcy proceedings with the possibility of an arrangement (the management board member was jointly and severally liable with the company for a debt towards a client).
• We represented one of the largest home appliance companies in a number of proceedings, including court proceedings under the actio Pauliana and proceedings aimed at security establishment, and in handling a claim for assets disclosure. The purpose of these proceedings was to eliminate the effects of debtor’s dishonest transactions. The debtor transferred his operations to new companies leaving unpaid debts in the insolvent company. Because of the actions we have taken, the client concluded a settlement with the debtor, based on which he recovered almost all his receivables.
• We represented a member of a company management board in a case concerning his liability for the debts of the company, also before the Supreme Court. The Supreme Court issued a precedent-setting ruling in line with our argument. It held that the circumstance, which eliminates the liability of a member of the management board, is the fact that the creditor failed to take all available measures to seek the satisfaction of his debts from company assets.
• We represented an English company, a trustee for holders of bonds issued by a Dutch company and guaranteed by a Polish public company, in a dozen or so court proceedings (also before the Supreme Court) related to the satisfaction of the client’s claims. In addition to the debtor’s bankruptcy and arrangement proceedings, there were also trials at which the client challenged transactions performed on the debtor’s assets because of their potential of harming creditors, proceedings for the seizure of the debtor’s assets and proceedings for recognition of the enforceability of judgments issued in England. Ultimately, the client received satisfaction of its bond claims in an amount of nearly EUR 700 million.

• We represented a creditor (financial institution) in several interrelated proceedings (both criminal and civil) conducted against a debtor who seemingly burdened the assets serving as collateral to prevent the enforcement of debts (e.g. by establishing companies and engaging in transactions in tax havens or jurisdictions, which do not provide the security of legal relations). The value of damage caused by this criminal practice amounted to approx. PLN 200 million (we were able to ensure conviction of guilty individuals and partial recovery of the assets).
• We represented a creditor (financial institution – aggrieved party) in criminal proceedings concerning the removal of assets belonging to a debtor, a public company, by persons managing his enterprise, to entities they controlled, for the purpose of escaping creditors.
• We represented the aggrieved party – a capital company – in criminal proceedings involving, among others, actions taken to the detriment of the company by its former shareholder and management board member.
• We defended a debtor (natural person) in criminal proceedings against accusations of hindering enforcement.