Areas of practice

Corporate law

ADP is a law firm with a particularly strong corporate practice. Its position in the regional market is unrivalled and its national standing is also esteemed. This is recognised by the rankings of legal services published in the specialised press. The firm’s corporate practice group benefits from the vast experience of Prof. Wojciech Popiołek, a leading Polish expert in the field of company law, and the author of numerous articles and commentaries in this area.

The firm’s practice includes virtually all aspects of incorporating and restructuring corporations, assisting in their divisions and liquidations, capital adjustments and ongoing issues of corporate law, advising on shareholder and director rights and duties, as well as providing general corporate representation. On various occasions, ADP’s professionals have prepared or dealt with complex articles of association of companies, shareholder or partnership agreements, and a range of diverse memoranda of understanding relating to company law. The firm has experience in particular issues of corporate law, such as hostile takeovers, options, corporate governance, management buy-outs and buy-ins, executive compensation, and liability of the members of the management boards. ADP assists clients in setting up and managing companies, their branches or agency offices, as well as other legal entities such as foundations or associations.

The firm’s lawyers advise both public and private companies, representing acquirers and targets, financial institutions and borrowers, as well as state-owned companies and governmental entities, in addition to having wide experience with various types of partnerships and joint ventures.

One of the firm’s primary missions is to effectively achieve the clients’ business aims in both their routine corporate matters as well as their strategic and often high-stake transactions, which require sophisticated knowledge of law and a wide practical experience. Our lawyers can offer an innovative way of thinking and propose creative ideas on novel structures that can be employed for commercial needs.

Having cooperated with many international corporations, the firm has considerable experience in providing advice on company law and assistance in setting up businesses and joint ventures in Poland to foreign companies pursuing direct investment in the region.

The general corporate practice group benefits from the broad scope of experience of our partners and associates, allowing them to advise on aspects of corporate law that intersect with other areas of law, such as M&A, tax and regulatory, along with restructuring and insolvency.

ADP’s corporate practice includes expertise in the area of capital markets and the stock exchange. In that respect, our lawyers have advised various publicly-traded companies on matters relating to capital markets, the stock exchange and securities trade regulations. The firm provides legal assistance to companies making a public offering of shares on the Polish stock exchange.

The corporate practice group is led by Professor Wojciech Popiołek.

 

 

General commercial and contract law

One of the most important practice areas of the firm is general commercial and contract law. ADP provides a broad range of legal services relating to various aspects of economic activity, both with respect to day-to-day operations as well as complex high-stake transactions. Our lawyers have dealt with numerous trade contracts in both domestic and international commerce, and possess important experience with contracts such as the sale and provision of services, construction and turn-key projects, agency, leasing, licensing, franchising and distribution, factoring, lease, transport and logistics. The firm also advises on setting up contract securities such as mortgages, pledges, letters of credit and promissory notes.

The firm’s lawyers aid clients in structuring complex commercial deals and drafting contracts, assisting them in negotiations with their contractors, helping to select the best contractual solutions. To that effect, ADP focuses on identifying various difficult points and threats connected with commercial transactions, and helps to secure the client’s interests by minimising or eliminating the existing risks, in particular by advising on safeguards that can be employed. The service includes advising on tax exposures that arise in connection with business transactions.

The firm’s general commercial and contract law practice group is headed jointly by Ms Agnieszka Maroszek-Kurowska and Ms Agnieszka Lizer-Klatka.

 

 

Mergers and acquisitions

Being generally proficient in corporate law, ADP’s lawyers are also experienced in M&A transactions. ADP handles a wide variety of complex mergers and acquisitions, both for high-profile Polish corporations as well as for rising mid-market companies, start-ups and individual entrepreneurs. Our lawyers advise clients on acquisitions, mergers, share transfers, divisions and take-overs, from both the seller’s and the purchaser’s perspective, having wide-ranging expertise in preparing conceptual frameworks for structuring many diverse joint ventures. ADP have also been involved in proving assistance to businesses at the various stages of corporate and financial restructuring.

As a part of the M&A practice, our lawyers carry out a due diligence procedure in order to identify the risks connected with a particular transaction, and help to manage these effectively. In our work, we are guided by the aim of serving the client’s business needs and understanding their priorities in every deal they pursue.

On a number of occasions, ADP has helped public entities, including those from the coal mining sector, in their efforts to conduct a structural and financial reorganisation, among other things by assisting various state-owned companies in their mergers, acquisitions of one another, divisions or sales of organised parts of the enterprises. Our lawyers have also assisted various public enterprises in the process of privatisation.

The mergers and acquisition practice group is led by Ms Katarzyna Palka-Bartoszek.

 

 

International sales and trade

On matters involving international sales and trade law, ADP advises businesses on a wide range of matters relating to international transactions, such as contracts of sale and distribution, agency and other commercial representation, franchising, licensing, and various joint ventures. In the areas of sales law, our lawyers are up to date with the uniform rules of law, in particular the Vienna Sales Convention 1980 (CISG), typically applicable to international sale of goods contracts, also providing advice on securing international transactions, by way of instruments such as letters of credit, bank guarantees or escrow accounts. ADP provides aid both to Polish companies seeking to extend their businesses to foreign countries, as well as to international companies investing, offering their goods, or providing services in Poland. Our lawyers are also skilled in customs and tariffs regulations and provide advice on public law issues of border control and the taxation of international transactions.

ADP assists clients in cross-border litigation. In cooperation with foreign lawyers, ADP helps Polish companies to seek redress abroad when necessary. Our lawyers also provide services to foreign businesses, with the aim of protecting their rights through litigation before Polish courts. To that effect, the firm first advises on the jurisdiction of the courts, to establish whether the judiciary of a given country can hear the dispute (particularly under EU Brussels I Regulation), and then on questions of the substantive law that will be applied by these courts (especially under EU Regulation Rome I and Rome II). Our lawyers provide risk, cost and benefit analyses, and accordingly advise on the feasibility of cross-border litigation.

The international sales and trade practice is supervised by Professor Wojciech Popiołek and Ms Katarzyna Palka-Bartoszek.

 

 

White collar crime and criminal defence

In the realm of white collar crime and criminal defence, ADP has a high ranked standing on the Polish legal services market. Some of our lawyers have long-standing experience in defending companies, board members and other professionals against criminal charges brought by a prosecutor. The firm’s attorneys have an undeniably stellar reputation as talented litigation advocates, which makes them a valuable asset for any business client who experiences difficulties in their commercial activity relating to alleged “economic” or “corporate” crimes.

ADP handles all kinds of white collar criminal defence cases, such as allegations of bribery, enterprise corruption, fraud (including bank loan fraud), money laundering, embezzlement, forgery, falsifying business records, import-export crimes and tax fraud, as well as general accusations of causing harm to a company. The firm advises and represents managers and directors of companies, white collar professional employees (lawyers, accountants, financial and managing staff, etc.), lobbyists, as well as individuals in court proceedings. Our lawyers also act for businesses in support of criminal charges brought by a public prosecutor against various individuals, including managers, employees or competitors who have illegally caused an economic impairment to the firm’s clients.

The white collar crime and criminal defence practice group is headed by Mr Leszek Cholewa.

 

 

Commercial litigation

In most circumstances, business benefits from cooperative attitudes and an ability to work together towards a common goal. Accordingly, ADP’s policy is to advise businesses to negotiate or restructure their commercial relationship and to attempt a settlement of commercial disputes, as far as it is practical and profitable for clients under given circumstances. It often occurs however, that a dispute is unavoidable. If this is the case, ADP advises clients on the potential risks and rewards of litigation. Our lawyers offer companies impressive experience in the various areas of commercial litigation, such as relating to contractual disputes, business-related torts, unfair competition, corporate disputes including disputes between partners or shareholders and companies, or involving board members, state liability, product liability, international disputes and professional liability cases.

Many of our partners and associates are skilful attorneys who have long-standing experience of successful appearances in various courts, including the Polish Supreme Court. ADP often handles complex disputes, involving many different legal issues, or including a cross-border element that entails the coordination of work with lawyers from other countries. ADP lawyers are also known to have prevailed in some complicated or seemingly impossible cases in which the litigation was thought to be bound to fail, but thanks to our talented attorneys proved to be successful for our clients.

Effective representation in litigation requires wider perspectives on the substantive issues arising in a given case. In order to be effective, our lawyers pair dispute resolution skills with experience in various fields of business law, such as corporate, M&A, contracts and torts, international trade, banking, regulatory, construction, real estate and many others.

The ADP litigation practice group benefits from the experience that our lawyers have acquired while working as public officers. Two of our partners: Mr Cholewa and Mr Długi, began their careers as judges. Owing to this diverse practical experience, our lawyers can better serve the various needs of ADP’s clients.

The commercial litigation practice group is supervised by Mr Krzysztof Kita, Mr Jerzy Rożek and Ms Agnieszka Maroszek-Kurowska.

 

 

Arbitration

ADP has considerable experience in both domestic and international arbitral proceedings. Our lawyers have also been involved in numerous arbitration-related court procedures, in particular actions to set aside arbitral awards and applications for their recognition or enforcement. The firm’s experience includes representation of one of the major European telecommunications companies in various recognition proceedings in Poland relating to the arbitral awards rendered in international arbitration in a high-profile dispute over the ownership of shares in an important Polish company (the dispute was termed “the largest legal battle of modern Europe”).

ADP’s lawyers represent various businesses such as corporations, state-owned companies, municipalities and individuals in both ad hoc and institutional arbitration proceedings. Our professionals have appeared as counsel before tribunals operating under the regulations of institutions such as the ICC, the Polish Chamber of Commerce (Warsaw) and Lewiatan Court of Arbitration (Warsaw). ADP has also cooperated with major international law firms in arbitrations conducted under VIAC (Vienna) and LCIA (London) rules, and has gained experience in investment arbitration while advising clients with respect to a complex, multi-threaded cross-border dispute.

The arbitration practice group benefits from the vast experience of Prof. Wojciech Popiołek, who supervise the arbitration practice group.

 

 

Real estate

Even facing a credit crunch, the Polish real estate market remains vibrant and is experiencing steady growth. This is particularly true of the Silesian region, which, in comparison to other important Polish commercial centres, fell behind during the 1990s, but has flourished after the turn of the century and is continued to develop despite the international financial crisis.

ADP has extensive experience in the full range of issues related to real estate, and for years has been advising on real estate development and infrastructure projects. Our firm handles a variety of cases for a diverse group of clients. Owing to the wide experience, ADP provides clients with comprehensive legal advice, offering a critical analysis of real estate investment projects, with particular emphasis on the key points of the transactions. Our lawyers advise on real estate investment and project development deals, in particular on matters relating to the purchase or sale of real property, its financing and the development and management of various projects related to real estate. The firm also offers advice on contracts for construction and engineering projects, and assists in all types of lease transactions, including sale-and-lease-back agreements.

In transactions for the acquisition or disposal of real estate, our lawyers offer assistance in the due diligence of real property, allowing its legal status to be precisely determined, and in particular whether or not the property is encumbered with the rights of any third parties. In that way, our people help clients to adequately assess the risks related to a given transaction. The firm’s lawyers represent clients in negotiations relating to real estate transactions, help them prepare various documents and assist in administrative proceedings. ADP also has a great deal of experience in aiding foreigners to acquire real estate in Poland, in particular obtaining the necessary permits from the state.

The real estate practice group is led by Mr Grzegorz Długi.

 

 

Tax and customs

Being aware of how important the tax implications of legal transactions are, ADP provides its clients with services related to taxation and other levies owed to the state, as well as advice on customs duties paid at the borders. The constant changes in Polish tax law presents a particular difficulty and a source of additional risks relating to commercial transactions. Our lawyers understand that with every transaction the effect of taxation has to be examined carefully in order to ensure the profitability of business undertakings.

ADP supports its clients both in assessing the tax implications of their business transactions and investment projects, as well as providing tax advice in the client’s day-to-day operations. Where necessary, the firm’s lawyers represent various companies in proceedings before Polish tax authorities and administrative courts. Some of our partners and associates also have a great deal of experience in representing individuals in criminal proceedings, in case charges involving fiscal crimes are brought. The firm handles cases related to various types of taxes, such as VAT and excise, corporate and individual income tax, as well as real estate tax.

The work of the tax and customs practice group of the firm is coordinated by Mr Józef Pichura and Mr Marcin Rusinek.

 

 

Construction and engineering

Construction and engineering projects are an important part of ADP’s practice. The firm regularly advises clients in drafting and reviewing construction contracts, joint venture agreements, consortia agreements and turnkey contracts. Many of these contracts are based on the model terms of the International Federation of Consulting Engineers (FIDIC).

The firm assists in the preparation and implementation of construction schemes related to the development of various types of building investments, such as infrastructural projects, production facilities, shopping malls, logistic centres, residential properties and various business properties, etc. Where necessary, our lawyers have represented clients in litigation relating to various construction law disputes. In that respect, ADP has advised both domestic and foreign companies and individuals, as well as state entities or municipalities.

The comprehensive legal advice provided by the construction and engineering practice group of the firm is coordinated by Ms Agnieszka Lizer-Klatka and Ms Aleksandra Zawadzka-Kubica.

 

 

Labour law

ADP provides comprehensive legal advice in the field of individual and collective labour law. The firm’s lawyers advise clients (mainly employers) on employment contracts, non-competition clauses and agreements in which property is entrusted to employees. Our firm helps out managers with respect to their managerial contracts and other conditions of employment, including benefit packages.

Our lawyers provide various assistance with respect to payment regulations, collective work agreements and other collective arrangements. This includes advising employers in their negotiations with trade unions, both in the conclusion of collective agreements and in the resolution of collective disputes. Focus is given to the prevention of disputes between employers and employees. The firm also assists in creating working regulations, health and safety rules, codes of ethics and company employment policies. Our lawyers prepare opinions on work time schedules and advise on particular issues such as the influence of bankruptcy on the situation of the employees.

The firm’s lawyers represent clients (for the most part on the side of the employers) before the Labour Courts in various cases of litigation relating to employment, including allegations of discrimination or mobbing. ADP has also assisted managers or companies in their disputes relating to the corporate liability of board members, fiduciary duties and controversies concerning managers’ contracts and benefits.

ADP helps foreign managers and employees with employment or management contracts, as well as in immigration matters. Our professionals assist clients in obtaining the necessary permits to legalise their work and stay in Poland.

The labour law practice group is led by Ms Ewa Karkocha.

 

 

Restructuring and bankruptcy

ADP provides legal advice on matters related to the reorganisation, restructuring, liquidation and bankruptcy proceedings of businesses and capital groups, both for companies who find themselves in difficulty, and for the creditors who seek to safeguard their rights in the bankruptcy of a debtor. In that regard, our lawyers offer assistance with schemes allowing companies to overcome their financial difficulties through such activities as mergers, divisions, transformations or disposals of the unprofitable parts of their businesses or debt rescheduling. The firm also helped with the restructuring of privatised companies.

ADP lawyers advise clients to provide them with practical business solutions in response to a financial difficulty or insolvency situation. Our lawyers assist entrepreneurs in negotiating and drafting judicial or extra-judicial arrangements designed to avoid bankruptcy proceedings. The firm also brings with it litigation experience and represent clients in out-of-court restructurings or in court bankruptcy proceedings whenever necessary. Furthermore, our lawyers aid creditors with debt recovery in insolvency proceedings, for both Polish and foreign clients, and help to resolve complex issues of overlapping securities of various creditors over a single collateral.

The restructuring and bankruptcy practice benefits from our lawyers’ experience in other areas of legal expertise, such as general corporate, M&A, real estate and tax practice areas.

The legal advice in the area of restructuring and bankruptcy is carried out under the supervision of Ms Aleksandra Zawadzka-Kubica and Mr Jerzy Rożek.

 

 

Insurance

ADP possesses considerable experience in the field of insurance law. Our lawyers have been involved in advising insurers and insured parties with respect to various aspects of regulatory law relating to the insurance sector. We have advised on issues such as reinsurance agreements, insurance policy documents and general terms and conditions, as well as insurance warranty contracts. The firm has also helped businesses to assess and make a choice between insurance coverage offered by various insurance companies. Primarily, however, our insurance law team has immense experience in insurance liability litigation, gained while representing a major Polish insurance company in numerous disputes before the courts. The cases handled concern many different types of events giving rise to the alleged liability of the insurer.

The legal services in the field of insurance law is based on the experience of a number of our partners: Ms Ewa Karkocha, Mr Jerzy Pichura, Mr Krzysztof Kita and Mr Jerzy Rożek.

 

 

Public procurement

ADP has been significantly involved in public procurement issues. Its lawyers have advised both businesses making tenders and the public awarding entities on various issues relating to the procedures for awarding public contracts, legal protection measures and the granting of public contracts. Our people have helped establish the internal contract award procedures for public entities, and advised with respect to framework agreements concluded with businesses. The firm’s lawyers have prepared numerous legal opinions on the question of applying the provisions of public procurement law.

Under the influence of European Union law, Polish public procurement law has undergone many important changes. It now allows foreign businesses to participate in public tenders. ADP’s lawyers have the appropriate experience and skills required to serve the needs of foreign clients and assist them in competing for public tenders in Poland.

 

 

Transport law

ADP offers legal services to businesses from the transport and logistics market, including to mail and courier services companies. The clients of the firm include some of the largest undertakings active in this area. The firm’s services in that regard include advice on day-to-day operations, drafting contracts for the transport of goods, preparing and optimising the standard terms and conditions, including a compliance review concerning consumer protection laws, as well as litigation services. ADP’s lawyers have considerable experience in applying national and international transport law in all the most important types of transport.

The practice group is supervised by Mr Grzegorz Długi and assisted by Mr Jakub Powroźnik.

 

 

Private equity

The firm’s long-standing experience in corporate law and M&A allows ADP to provide legal services with respect to private equity and venture capital. In their practice, ADP’s lawyers have assisted both private equity funds as well as the companies seeking financing throughout the whole investment process.

The private equity and venture capital practice group benefits from the experience of our lawyers specialising in corporate law and commercial transactions. This allows ADP to assist private equity funds at all stages of the mid-term and long-term investment process. Knowledgeable as to the nature and benefits of investment outside the public trade on the stock exchange, ADP assists its clients in due diligence investigations, helps to draft investment contracts and advises on the restructuration of companies before the investment is made by private equity funds. Our lawyers also provide advice in structuring and management of groups of companies in a manner best suited to the needs of private equity funds. They help with M&A transactions and disinvestments of various kinds, including making an exit from the target companies, selling shares to financial instruments business operators (FIBOs) and management buy-outs (MBOs).

 

Law of co-operatives and housing law

The Polish residential real estate market is still largely organised around the specific legal form of a co-operative, involving an entity managing apartment buildings and residential estates. ADP’s lawyers practicing in this area have long-standing experience of giving advice to co-operatives on various matters related to their internal governance and management, including assistance provided for the co-operatives’ management boards on internal organisational issues, such as the board’s competences, general assembly resolutions, governance regulations and the rights of the members of the co-operative.

The firm also has considerable experience in housing law, including the conversion of co-operative apartments to condominiums, issues of apartment leases and rents, and condominium ownership. These often involve a constitutional law element, which our lawyers are well equipped to deal with.

 

 

Intellectual property and advertising law

Legal advice on matters of intellectual property is a growing part of the firm’s services. ADP’s lawyers take part in negotiating various licensing contracts involving copyrights, patents and trade marks. ADP also assists its clients in litigation, including defence on matters of alleged intellectual property infringements and representation in disputes concerning privacy and other personal rights violations. An important part of the practice also concerns advertising law. Our professionals advise on issues such as copyrights and regulatory restrictions on advertising in various business sectors.


Private equity

The long-standing experience in corporate law and M&A allows ADP to provide legal services with respect to private equity and venture capital. In their practice, ADP’s lawyers have assisted both the private equity funds and the companies seeking financing.

INTERNATIONAL SALES AND TRADE

ADP’s lawyers’ practice includes the issues of international sales and trade law. The firm advises businesses on various matters relating to international transactions, such as contracts of sale and distribution, agency and other commercial representation, franchising, licensing, and diverge joint ventures.

arbitration

Our professionals have appeared as counsel or served as members of tribunals in arbitrations under various institutional rules, such as, inter alia, the International Chamber of Commerce (Paris), the Polish Chamber of Commerce (Warsaw) or the Lewiatan Court of Arbitration (Warsaw).