Legal services
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For over 15 years we have been supporting entrepreneurs in their most important projects and affairs. We provide legal expertise in the fields of finance, mergers and acquisitions, litigation and arbitration, media law. We help set up businesses and negotiate contracts.

We can understand our clients’ goals and respond to their needs also because we have gained diversified experience both in leading international law firms and inside large businesses.

Talk to us about what you want to achieve.



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Communicating effectively. Achieving together.

Janyszek Tropaczyński Janyszek Tropaczyński

About Us

Katarzyna Janyszek

Katarzyna Janyszek

Katarzyna Janyszek is an attorney at law with over 15 years of professional experience.

She works with businesses, from big corporations to individual practitioners. She represents, negotiates and drafts documents on matters concerning financing: when the business grows (credit facilities, raising own capital) and when it faces difficulties (bankruptcy and restructuring). She supports clients in building their relations with contract counterparties, investors, shareholders (commercial contracts, corporate law), and when the relations are challenged (litigation, mediation). She participates in international projects and works for foreign businesses in Poland.

For 9 years she had worked at leading international law firms: as a member of the finance team at Linklaters and Hogan Lovells, and the restructuring, insolvency and litigation team at Dentons (Salans). While at Dentons, she was recognized as a leading lawyer in restructuring/insolvency by Chambers Europe – Europe’s Leading Lawyers for Business 2011, she also practiced litigation and arbitration. She had previously also worked as an in-house lawyer for a telecommunications company, and has been an individual practitioner since 2012.

She instructed legal trainees at the Warsaw Bar of Legal Advisors, taught candidates to the Bar and led workshops for entrepreneurs.

She works in Polish (native) and English (fluent).

Andrzej Tropaczyński

Andrzej Tropaczyński

Andrzej Tropaczyński is an attorney at law with over 15 years of professional experience.

He specializes in mergers and acquisitions, investment contracts, corporate law and copyright (for media actors in particular). He has worked with big corporations and start-ups.

For 9 years he had been a member of the corporate law team at Linklaters, an international law firm, working on a number of corporate transactions with a multimillion value. In 2010 and 2011, he was an in-house lawyer at Viacom Group, responsible for providing legal services in relation to such channels as MTV Polska, VH1, VIVA, COMEDY CENTRAL and NICKELODEON. Since 2012, he has been continuing practice as a freelance lawyer.

Andrzej Tropaczyński authored a number of publications on civil and commercial law in professional magazines (the Monitor of Commercial Law, the Court Monitor), daily newspapers (e.g. Dziennik Gazeta Prawna) and on the blog that he co-established: korporacyjnie.pl.

He works in Polish (native) and English (fluent).

Areas of Practice

Zamknij
Fuzje i przejęcia

Mergers and acquisitions

We provide a full range of services for M&A transactions. We conduct legal due diligence analyses, draft and help negotiate sale of shares contracts, investments and joint ventures contracts as well as contracts on sale of business undertakings and their organised parts. We help conduct corporate restructurings (mergers, divisions and transformations of commercial companies).

We work for financial clients (private equity funds), industry buyers, and start-ups. Thanks to such variety of clients we have a good understanding of the needs of both parties to M&A transactions, which helps us provide better and more efficient service.

Our selected experience in this area includes:

  • Drafting and negotiation for an investor from the UK of an investment agreement in connection with the subscription for a majority stake in a Polish-capital company from the movie sector;
  • purchase of 100 per cent of shares in a company from the educational sector for an investor from the Czech Republic;
  • acquisition of an enterprise from the medical sector for a Polish group of investors;
  • mergers of companies for an international real property management capital group;
  • capital and personal restructuring of a Polish audit capital group;
  • negotiating investment agreements for start-up clients.
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Zamknij
Fuzje i przejęcia

Finance

We draft and negotiate credit documentation (facility agreements, security documents, subordination agreements), provide legal framework for raising own funds (share capital, additional payments), loans and credit notes (not listed). We have expertise in domestic and international transactions, including credit institutions, capital funds, and private investors (including intra group schemes).

Selected experience in this field includes: financing of tens of photovoltaic plants in Poland by a foreign venture fund, financing and refinancing real estate (including commercial centres, offices and warehouses), securing Eurobonds and a multi-creditor credit facility on Polish assets, litigation regarding early termination of shareholder finance.

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Zamknij
Fuzje i przejęcia

Restructuring and insolvency

We help businesses in distressed situations when the ability to meet operating capital requirements or service long term debt is threatened. We represent clients in negotiations with financial partners, sector or restructuring specialists in out-of-court settlements and court proceedings. We act for creditors when due service or recovery of their debt is endangered.

Selected experience in this field includes: restructuring of client’s debts owed to three major banks, restructuring proceedings in a media company (reduction and rescheduling of all liabilities), negotiating an agreement for the organizational and financial restructuring of a business with a sector consultancy, legal advice concerning the acquisition and restructuring of debt of a group company.

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Zamknij
Fuzje i przejęcia

Dispute resolution and litigation

We support our clients in conflict situations and disputes, when experience, the ability to embrace conflicting positions and to define a commensurate reaction matter a lot. We help in disputes with commercial contractors, financial creditors, and in-house conflicts: between shareholders, between a company and its investors, in disputes with board members. We have represented clients in commercial litigation between all kinds of courts, in arbitration proceedings (including international arbitration), we have participated in mediation and settlement negotiations, always focused on finding solutions suitable for the particular client and determined to clearly present prospects and risks.

Selected experience in this field includes: representing a client in a complex dispute concerning financing with the participation of European funds (including litigation and alternative dispute resolution), disputes concerning management board’s liability toward company’s creditors, representing a co-investor in litigation concerning a joint venture (commercial real estate), representing a manager in a dispute with the supervisory board of a State owned company, representing a construction company in a dispute with a developer and an insurance company, representing a sports celebrity in a court dispute concerning an advertising campaign.

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Zamknij
Fuzje i przejęcia

Corporate

We help create commercial companies and assist in their day to day management. We help conduct capital restructurings of companies (share capital increases, share capital decreases, capital injections, redemptions of shares, issuing corporate bonds, etc.), mergers, divisions, transformations, liquidations. We draft foundations acts of Polish companies as well as corporate resolutions and shareholders meetings minutes. We provide advice in shareholders conflicts.

Our selected experience in this field includes:

  • capital and personal restructuring of a group of companies from the audit sector;
  • share capital increase of a TV station for the contribution of IP rights to television programmes;
  • liquidation of companies and partnerships from an international real property management capital group;
  • debt to equity conversion for a foreign investor in a Polish limited liability company;
  • adjustment of foundation documentation of a Polish limited liability company in connection with rules of financing, new corporate management and joining of the company by an industry investor;
  • advising in a dispute regarding the dismissal of a management board member by a supervisory board of a Polish-capital company and pre-mature return of financing made by a shareholder of this company.
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Zamknij
Fuzje i przejęcia

Contracts and B2B relations

We provide the legal structure to our clients’ business concepts and support them in their everyday operations: we draft and negotiate contracts in various fields of trade and services, we consult in relations with their commercial partners, we draft framework agreements and useful templates.

Selected experience in this field includes: drafting and negotiating contracts concerning software implementation, B2B services (such as business consulting and recruitment), drafting a template consulting agreement for R&D finance, drafting a framework agreement concerning a co-authorship of audio-visual works, current advice concerning a long term relationship with a financing bank (including recovery of excess charges), termination of a long term agency contract in the fashion industry.

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Zamknij
Fuzje i przejęcia

Start-ups, joint ventures and investments

We support clients in enhancing security and find a suitable structure for their investments: we advise in relation to the acquisition of shares in companies, we draft and negotiate investment agreements, shareholder agreements, joint venture documentation. We work with developed businesses and start-ups.

We also assist and represent our clients in disputes concerning such ventures, and help them recover invested assets.

Selected experience in this field includes: drafting and negotiating an investment agreement for a UK investor acquiring a majority stake in a Polish audio-visual producer, negotiating a number of investment agreements for start-ups, representing an investor form the plastics sector in a corporate dispute with its German partner, representing an investor in a dispute concerning early redemption of corporate bonds (amicable settlement), protection of a minority shareholder, representing an investor in a litigation concerning termination of a joint venture, advising in relation to a division of a corporate structure comprising 6 companies and securing mutual payments between parting investors.

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Zamknij
Fuzje i przejęcia

Intellectual property and media

We draft and help negotiate agreements on licensing and acquisition of IP rights, film production, contracts with media houses, advertising agencies, sponsorship and barter contracts as well as regarding organization of cultural events. We support and represent our clients in disputes on breach of their intellectual property or personal rights.

We act among others for television stations, e.g. from Viacom and A+E Networks capital groups, as well as for numerous movie, television programme and advertisement producers.

Our selected experience in this field includes:

  • drafting and negotiating movie production contracts and contracts for the acquisition of rights to television programmes;
  • representing a client in a tender for a license right to broadcast a terrestrial digital television channel;
  • representing a famous sportsman in a dispute regarding the illegal use of his appearance in advertising materials.
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Team

Janyszek Tropaczyński

We team with legal advisors and advocates specializing in real estate, public procurement, labour law, European funds, competition law and taxation.

In everyday work we are supported by junior lawyers we supervise.

Janyszek Tropaczyński

Ask us about complex coordination of your projects.

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