Sołtysiński Kawecki & Szlęzak (SK&S)

Poland is a civil law country and its legal system draws from the major Continental legal traditions. The systemic reforms of the 1990s have opened the Polish legal system to modern trends in commercial laws, developed in industrialized states, and Poland’s approaching membership of the European Union has brought about wide-ranging harmonization efforts in virtually all areas of law. With the process of privatization of the formerly State-owned enterprises largely completed, Poland’s legal system provides virtually uniform rules for both state-controlled and private businesses. The decisions of regulators exercising administrative control over certain sectors, including media, energy, and telecommunication, are subject to judicial supervision. The right to hold property, to engage in business, and to pursue a freely chosen profession, are guaranteed to everyone under the Polish Constitution of 1997 and expropriation is allowed only in the public interest and for a just compensation. Poland is a party to the European Convention on Human Rights and its Protocol One, and recognizes the jurisdiction of the European Court of Human Rights.

In 1999, Poland ratified the Convention on Jurisdiction and Enforcement of Judgments in Civil and Commercial Matters (the Lugano Convention) and has been for many years a party to the New York Convention on Recognition and Enforcement of Foreign Arbitral Awards. Bilateral investment treaties between Poland and more than 60 countries provide standard protection of investments in Poland, and are accompanied by a number of treaties on the avoidance of double taxation.

Foreigners may pursue local business in all legal forms available to Polish nationals on the basis of reciprocity or, in its absence, in the forms of limited partnership, limited liability company and joint-stock company. As a rule, foreign investors incorporate either a limited liability company (preferred for its simple management structure) or a joint-stock company (usually chosen as a vehicle for substantial business projects and the mandatory form for public financing). Certain types of regulated businesses, including banks, insurance companies, pension funds and broker/dealers, must be organized as joint-stock companies and are subject to the various capital sufficiency requirements and regulatory constraints.

The 2000 Commercial Companies Code introduced numerous new concepts providing greater flexibility in the capital formation process, including the concept of authorized share capital and contingent increase of share capital in joint-stock companies, advances on dividend payments and modern rules on mergers, consolidations, divisions and transformations of commercial companies. A novel concept allowing for the various concessions and administrative permits accrue by operation of law to the company created in a merger/division/transformation, unless the concession or permit provides otherwise, materially simplifies capital transformation processes.

Poland has a national computerized public register of business entities, with basic information on companies and their governing bodies freely available to market participants. A modern form of collateral security, a “registered lien”, has been created, together with the related register of liens. The existing system of recordation of interests in land, the Land and Mortgage Register, is currently being computerized. The previously existing restrictions on acquisition of land by foreigners have been relaxed somewhat, with further liberalization expected within a few years following Poland’s entry into the European Union.

Sołtysiński Kawecki & Szlęzak (SK&S), established in 1991, is currently one of the leading law firms in Poland with 60 lawyers, including fourteen partners and three attorneys in an of counsel capacity, 10 full-time paralegals and a support staff of 67. The firm's main offices are in Warsaw, with smaller branch offices operating in Poznań and Katowice. While not a member of any global or regional structure, the firm has maintained over the years excellent professional relationships with some of the finest law firms, including Skadden, Arps, Slate, Meagher & Flom; Cleary, Gottlieb, Steen & Hamilton; Jones, Day, Reavis & Pogue; Debevoise & Plimpton; Shearman & Sterling; Akin, Gump, Strauss, Hauer & Feld; Winston & Strawn; Morgan Lewis & Bockius; Simmons & Simmons; Lovells, Freshfields, Bruckhaus, Deringer, and Gaedertz Rechtsanwälte.

The firm's practice covers the whole spectrum of business law, with particular emphasis on general corporate practice (including merger and acquisitions), commercial transactions, banking and finance (including project financing and debt restructuring), securities and financial market regulation, taxation, intellectual property, media and telecommunication, labour law, antitrust and unfair competition laws and litigation.

The firm's Intellectual Property Department boasts an impressive practice, having represented for many years in Poland Business Software Alliance and leading software companies. The firm's Litigation Department has extensive experience in litigation before Polish courts, local and foreign arbitration tribunals, and the Polish Supreme Administrative Court. The securities practice covers both a wide range of primary offerings of debt and equity securities and regular local outside counsel advice to several renowned international investment banks. The firm's tax lawyers provide strategic tax advice to many large companies and work closely with the firm's corporate attorneys in optimizing the tax aspects of all major debt and equity financing transactions in which the firm is involved. The Department of Antitrust and Competition Laws provides Polish and foreign clients with comprehensive counselling in all areas of Polish antimonopoly laws, including merger and acquisition notification proceedings. The Labour Law Group advises employers on all aspects of employer-employee relationship including, inter alia, collective bargaining, and employment and non-competition agreements for key personnel.

A comprehensive profile of the firm can be found on the Website at www.skslegal.pl and you can reach us at the telephone and facsimile numbers listed below.