Reverse vesting in Venture Capital transactions in Poland

/0 Comments/in , , , , /by

Polish law allows the use of reverse vesting clauses, involving the use of call options to repurchase shares from the founder in the event that he or she wishes to leave the company before the end of the agreed period.

The number of shares that can be repurchased in this way usually decreases over time.

#PolishLegalTips #Venture #Capital #VC #Reverse #Vesting #Clause #Shares #Call #Option #Founder #Investments #Investment #Agreement #Law #Poland #WisniewskiLegal

You can subscribe to the #PolishLegalTips weekly newsletter here: https://www.linkedin.com/newsletters/polishlegaltips-6884566282247659520/

Counsel Jacek Wiśniewski in the Experts’ Board of Loan Magazine Awards 2023

/0 Comments/in , , , , , , /by

Attorney-at-law Jacek Wiśniewski has been appointed to the Experts’ Board of Loan Magazine Awards 2023.

Loan Magazine Awards are granted yearly to the best firms and managers from the non-bank lending and fintech space in Poland.

“We support non-bank lenders and fintech firms in their operations in Poland. Loan Magazine Awards is a great initiative to select and prize the best. Our firm is also supporting organizers to ensure a transparent ballot.” said Jacek Wiśniewski, the Managing Partner of #WIŚNIEWSKI.legal law firm.

Loan Magazine Awards 2023 Gala will take place on 9 February 2023 in Wrocław, Poland.

MAC clause in Polish M&A transactions

/0 Comments/in , , , , , /by

In Polish mergers and acquisitions (M&A) transactions it is common to use a material adverse change (MAC) clause.

The MAC clause usually allows the purchaser to withdraw from the transaction in case of events that have a negative impact on the business, assets, or financials of a target entity.

#PolishLegalTips #M&A #Transactions #Mergers #Acquisitions #MAC #Material #Adverse #Change #Clause #Corporate #Share #Purchase #Agreement #SPA #Law #Poland #WisniewskiLegal

You can subscribe to the #PolishLegalTips weekly newsletter here: https://www.linkedin.com/newsletters/polishlegaltips-6884566282247659520/

Management board’s resolutions in Polish LLCs to be minuted in a specific way #PolishLegalTips

/0 Comments/in , , , , /by

Based on recent amendments of the Polish Commercial Companies Code (KSH) resolutions of the management board (MB) of a limited liability company must be minuted in a specific way so the minutes include the agenda, the names and surnames of the members of the MB present, and the number of votes cast for relevant resolutions.

A dissenting opinion submitted by a member of the MB shall also be marked, along with its motivation, if any.

#PolishLegalTips #Corporate #Law #Companies #Limited #Liability #Company #Management #Board #Minutes #LLC #Poland #WisniewskiLegal

www.wisniewski.legal

You can subscribe to the #PolishLegalTips weekly newsletter here: https://www.linkedin.com/newsletters/polishlegaltips-6884566282247659520/

Seller’s Liability in Polish M&A Transactions #PolishLegalTips

/0 Comments/in , , , , , /by

In Polish M&A transactions seller’s liability for representations and warranties included in the share purchase agreement (SPA) is usually based on a guarantee agreement legal concept.

This way the parties to the transaction can set the rules and terms of liability freely and exclude statutory warranty for defects rules.

#PolishLegalTips #M&A #Transactions #Mergers #Acquisitions #Corporate #Share #Purchase #Agreement #SPA #Representations #Warranties #Guarantee #Liability #Law #Poland #WisniewskiLegal

www.wisniewski.legal

Simple Joint-Stock company introduced in Poland #PolishLegalTips

/0 Comments/in , , , , , /by