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Areas of Practice
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Corporate consultancy |
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M&A and restructuring |
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Real estate |
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Legal HR consultancy |
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Advertising law |
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Investment projects |
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Business contracts |
The Firm
Kuczek-Maruta Legal Advisors’ Law Firm
continues activity of the corporate and investment advisors team
managed by legal advisor Beata Kuczek–Maruta and originating from
the same law firm formed in 1994.
Under the present brand, we provide
comprehensive legal assistance in the area of business law.
Our clients include private
entrepreneurs from Poland, the European Union and other countries,
as well as international corporations and financial institutions. We
also work for individual foreign clients investing in Poland.
We realize the importance of a quick
response, the understanding of business objectives, familiarity with
industry-specific features or knowledge about logistic structures,
therefore we offer permanent legal assistance to companies. This
allows us to get more actively involved in our clients’ activity and
thus ensure consistent high level legal security in all areas
monitored by us.
We also participate in specialized
projects, requiring not only thorough knowledge of law, but also
experience in solving practical legal problems, typical, for
example, for investment undertakings or restructuring processes. Our
team of lawyers has exactly such knowledge and experience, and due
to this they are able to ensure competent consultancy even in
difficult and complex business undertakings, assistance in designing
optimum action plans and efficient performance of the legal part.
We are distinguished by our competence
appraisal system for lawyers and office employees, designed by us to
precisely ensure all our clients the highest substantive level of
legal services, a well-organized cooperation and, most importantly,
efficient support in solving business problems.
Our firm is domiciled in Cracow but we
are more than happy to provide services at the time and place of the
client's choosing.
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Corporate consultancy
In the world of business, the bigger the company the more legal
problems its shareholders and members of its corporate bodies face.
According to our philosophy, legal assistance should support
business projects, therefore, we have prepared a corporate
consultancy system which facilitates making business decisions,
simplifies to the greatest possible extent the procedure of handling
corporate matters, while guaranteeing compliance with all the legal
requirements.
In the area of corporate consultancy, we offer complete legal
services connected with the formation of companies, their branches,
representative offices, foundations and associations. After the new
entity begins its activity, we provide ongoing services regarding
corporate matters. We standardize corporate documents, ensuring that
all required internal procedures are observed, we prepare necessary
resolutions, representations and other corporate documents and we
represent clients in registration proceedings at the National Court
Register. If needed, we provide assistance in the event of
liquidation or bankruptcy.
We also provide support for M&A transactions, restructuring of
capital groups, service of transactions connected with securities,
capital markets and consultancy on developing capital structures and
financing methods for companies.
Our lawyers have a wealth of experience in consultancy for foreign
investors making capital investments in Poland – employees from our
law firm have represented foreign companies establishing Polish
subsidiaries or branches in Poland. In addition, the majority of our
permanent clients consist of companies with foreign capital where we
solve legal and tax problems typical for international capital flow.
We are aware that foreign managerial staff expect us to provide full
support in the area of Polish law and assistance in adjusting the
internal corporate culture to Polish law requirements, therefore,
our corporate consultancy team works towards providing the above.
M&A and restructuring
Mergers and acquisitions constitute a permanent feature of economic
conditions and we know that these changes have a large influence on
the company’s further activity, so it is important that services
connected with these operations are provided in a professional
manner.
In the M&A area, we offer legal service of investment agreements,
various forms of recapitalization, asset deals, spin-outs of
subsidiaries, management buyouts, acquisitions and private equity
investments. We also cooperate closely with auditors and tax and
financial advisors.
Furthermore, we provide advice in headcount restructuring,
consolidations in capital groups, setting up outsourcing centers. We
know how crucial it is in M&A activity to appropriately plan the
target capital structure and the ways to achieve it, taking into
account taxation of capital investments.
Our lawyers are also experienced in consulting in bankruptcy and
reorganization proceedings, mediations between creditors and
debtors, negotiations with financial institutions, and debt
restructuring.
We represent investors and managers, prepare enterprises or
companies for sale, and represent them in negotiations with
investors.
Real estate
We provide services in connection with developers’ investment
projects, both residential and commercial. We advise both real
estate owners and purchasing investors. With regard to real estate,
we offer complete and efficient service of an investment.
Our team of lawyers provides advice to foreign and Polish buyers
purchasing commercial real estate in Poland for investment purposes
– we conduct a study to establish the legal status of the real
estate, fulfill administrative requirements connected with the real
estate and lease agreements, on the basis of which the investment’s
profitability can be determined. We prepare transaction variants,
taking into account legal, organizational and tax optimization, we
set up special-purpose vehicles, negotiate terms and conditions of
agreements with sellers, and monitor proceedings in the land and
mortgage register court.
If the real estate requires regulation of its legal status, we
diagnose problems, propose actions to be taken and conduct all the
necessary procedures on behalf of the client.
Legal HR consultancy
The labor law team specializes in consultancy covering practically
all aspects of the relationship between employer and employee
associated with conducting business activity. We support our clients
in negotiations, represent them in employee lawsuits before labor
courts, we draft bylaws and procedures as well as documentation
regarding health and safety at work. We advise on collective
bargaining agreements and contacts with trade unions.
We also give advice to our clients about preparing managerial
contracts, body-shopping or temporary work contracts, and about any
forms of employment other than that based on an employment contract.
The team also specializes in tax duties of employers as salary
payers and their obligations connected with social security and
health insurance. We advise on legal, fiscal and insurance
optimization with regard to forms of employment not based on an
employment contract and to settlements of expenses concerning
management or supervisory board members.
We provide consulting services to companies operating on an
international level, about hiring employees, transferring them
abroad, hiring foreign employees in Poland and on any problems
concerning employee taxation, social security and health insurance.
Our experience in restructuring, acquisitions or outsourcing has
allowed us to gain sound knowledge of complicated issues concerning
acquisitions of work establishments.
Advertising law
Companies conducting activity in the world of media, marketing,
promotion and advertising require specialized legal assistance. Our
team advises on how to achieve planned promotional or advertising
goals efficiently, while complying with the law and not being
exposed to unnecessary fiscal risks.
Our experts handle issues connected with advertising time trading,
contracts on advertising services, copyright to advertising
messages, all forms of promotion in the media and otherwise – such
as promotional sales, sponsorship, loyalty programs, charity
campaigns combined with self-promotion. We pay particular attention
to fiscal problems typical for specific forms of promotion.
Special attention should be given to advertising so-called sensitive
products – alcohol, cigarettes, treatment products, dietary
supplements – and to hiring persons practicing public trust
professions (physicians, pharmacists, scientific authorities) for
advertisements or to appropriate distribution of advertising and
promotional duties related to a given product in various stages of
the distribution chain. To properly plan such an advertising
campaign is a considerable challenge to lawyers.
Upon our clients’ orders, we perform legal analyses of advertising
or information contents in view of illegal competition acts,
prohibited market practices or requirements about marking products
such as cosmetics, foodstuffs and medical or treatment products.
We also represent our clients in administrative or court proceedings
pertaining to improper advertising and promotional activity.
Investment projects
Investment projects not only entail an idea and funds, but also
legal support needed to take appropriate decisions; therefore, we
are aware of how important a thorough and true understanding of a
problem is for preparing an investment project.
Our team has a wealth of experience in performing legal audits based
on developed procedures of reviewing documents, verifying data and
reporting the legal problems found, rules of exchanging information
with auditors in other fields – technology, taxation, accounting. We
have worked with recognized auditor companies – Ernst & Young, KPMG,
Deloitte, upon orders of Polish and foreign investors.
We offer complete legal service for an investment project. We advise
on designing the transaction structure, minimizing legal and tax
risks, and, at the stage of taking a decision on the final shape of
the investment, we prepare complete legal documentation, supervise
each stage of the investment project performance from the legal
perspective, conducting any and all necessary administrative and
registration procedures. In the case of a dispute, we represent our
clients during mediation and also before a court.
A considerable group of investment projects performed with the
participation of our lawyers include developers’ undertakings –
residential and commercial projects (office buildings and shopping
centers construction). We have experience in legal consultancy for
persons selling land plots to developers for their investments, for
investors purchasing real estate, financing institutions, design and
construction companies making investments, persons buying apartments
and leasing commercial space, and companies managing commercial real
estate.
We are a regular advisor for Bank Zachodni WBK in financing projects
of developers’ undertakings – we perform legal audits of
investments, prepare legal models of financing and collaterals,
prepare complete credit documentation, provide opinions about
satisfying legal conditions for disbursing a loan.
Business contracts
For clients who consistently conclude the same type of agreements
within their business activity, we prepare standard model
agreements, easy to use and ensuring appropriate control over
differences individually agreed in agreements with specific business
partners. In addition, we conduct training for procurement or sales
department employees on the secure conclusion of standard agreements
and use of agreement models. In case of non-standard situations, you
can contact us by telephone or e-mail, and we will help you complete
or modify the model agreement on an ongoing basis.
We also offer comprehensive service in the area of preparing and
negotiating agreement documentation packages for complex business
transactions, for example, investment projects financed by loans
(asset purchase agreement, loan or leasing agreement, a complete set
of documentation regarding collateral) or construction and
infrastructure projects (agreements regarding a project phase,
agreements on managing the course of an investment, a contract with
the general contractor or a substitute investor, agreements with
subcontractors, guarantees and other collateral for completing
works). We know how important and difficult it is to maintain
internal cohesion of such documentation and to ensure that it is
complete. This is our exact task.
We are familiar with special features of distribution agreements,
managerial contracts, advertising campaign agreements, service
agreements based on the use of external human resources
(body-shopping), lease of commercial space in office buildings and
shopping centers. We have experience with agreements regarding real
estate, the sale of an enterprise or a portion of it, trading in
rights to shares in capital companies and settlements between
partners (shareholders) as well as many others.
Even though we are able to service very complicated projects, for
typical transactions, we prepare simple agreements for business
partners to comprehend, adequate to the scale of the transaction,
while leaving no doubts as to the scope of the parties’ obligations.
We believe that a well written short agreement on the sale of
merchandise or services provision is a very important legal product.
Foreign Clients
Proficiency in foreign languages and numerous international contacts
have helped us specialize in the unique legal matters pertaining to
the needs of foreign clients.
We specialise in the specific legal regulations which concern
foreign companies and individuals from the European Union, European
Economic Area and other countries. We also have a working knowledge
of the legal procedures and organizational difficulties encountered
by foreigners investing or launching activities in Poland. We place
special emphasis on optimal tax solutions while giving consideration
to international agreements.
We assist our foreign clients in purchasing real estates and
enterprises (M&A), initiating economic activities and obtaining the
pertinent permits to take employment in Poland. We also provide
permanent legal assistance to individual enterprises and foreign
companies.
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