Large companies need lawyers for practically everything in their everyday life

In Poland, where the stability of the applicable regulations is not guaranteed, law firms often not only support the day-to-day operations of enterprises but also regularly change the forms of their operations. Additionally, they settle disputes between shareholders in crises.

The team of attorney Aldona Pietrzak, partner and head of the corporate law practice at Gessel Law Firm, regularly deals with transformations of the legal form in which the companies supported by this law office operate. The limited liability company is still the most popular in Poland.

“For some time now, much more often than before, there have also been limited partnerships and limited joint-stock partnerships, the latter a decade or so ago were rare in Poland. There are still few simple joint-stock companies or European companies appearing,” says attorney-at-law Pietrzak. He adds:

“Changes in the legal form in Poland have been more frequent than usual recently; it is related to the changing needs but probably also to the changes introduced in the taxation of business entities. I’ve got the impression that today’s clients choose legal forms with great awareness, they are more open to different forms other than the Sp. z o.o. (Limited Liability Company), and they’re even looking for them themselves.”

According to the Central Statistical Office of Poland (GUS), in 2021, the REGON register still had the largest number of limited liability companies in Poland – they accounted for as much as 84 percent of all companies (there were 593.5 thousand of them) and their number was growing the fastest. In terms of popularity, there were much fewer limited partnerships (40.6 thousand), followed by general partnerships (36.9 thousand), and there were only 10 thousand joint-stock companies.

The “Polski Ład” government program will bring further changes in the functioning of companies this year.

Law firms serving larger enterprises usually have a lot of work even without any special happenings in the form of changes in the law, mergers or acquisitions, changes of ownership, or entering new foreign markets. Therefore, it is the core activity of many large law firms.

“We provide legal assistance to entrepreneurs starting from entry in the register of business activity or establishing a company, starting with changes in the legal form, all transformations, opening branches, divisions, mergers, right up to any possible liquidation and dissolution of the company. Since 1993, we have undergone many revolutions related to the changes to the Commercial Code, now the Commercial Companies Code, working for domestic and foreign entities,” says Mr. Pietrzak.

Employee contracts, regulations and statutes, in particular, M&A processes, during which the companies/parties to the proceedings are given codenames in the legal documentation REQUIRE LEGAL COUSEL. But also planned restructuring and related changes in employment. And in more everyday activities – acquiring every new client with whom you need to conclude a contract that someone has to prepare in advance, or even launch a new headquarters. Especially when it is located in another country under a different jurisdiction.

That is why large enterprises, even when they have their own in-house lawyers, cooperate with law firms permanently. Smaller ones, whose activities do not involve as many events, reach out to external lawyers when they need help in preparing and conducting a specific process. A separate chapter of cooperation with lawyers in the company begins when it goes public. “Then, as a law firm, we join the preparation process, among others, in work on the preparation of the prospectus, and then we provide legal assistance in the preparation of current information, we provide comprehensive advice on the issue of securities,” says attorney-at-law Pietrzak.

DURING THE PANDEMIC, a wave of pandemic inquiries added to the ongoing activities of organically growing companies. “It has hit smaller entities hard. Especially those from industries such as hospitality, conference, and catering. These sectors have had many problems due to lockdowns. Lots of questions have arisen in relation to employment law and, for example, concerning rental contracts. Interestingly, the pandemic did not significantly affect the number of transactions related to mergers and acquisitions,” says Mr. Pietrzak. (…)

Magdalena Lemańska’s article was published in April’s issue of Forbes magazine.