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Promotions at GESSEL

As 2021 gets underway, GESSEL is proud to announce the implementation of personnel changes at our firm. Three of our experienced colleagues have now become partners:

Michał Bochowicz, advocate, specialises in M&A, private equity and venture capital transactions in the tech, media and telecoms (TMT) and renewable energy sectors, and also in day-to-day business law advice. He was has worked, on the buyer as well as seller sides, on some of the biggest deals in the Polish tech sector. His Clients include Polish and international private equity and venture capital funds, payment processors, e-commerce entities, software suppliers (also in the SaaS model), and green energy firms. Michał also brings his talents to pro bono work, helping startups and young entrepreneurs with their first steps in business. He is lauded for his ability to understand the needs of his Clients and the specific traits of their operations as well as for his proactive, creative approach. In his new role at GESSEL, Michał will co-lead an interdisciplinary team focused on the new tech sector.

With GESSEL since 2015.

Adam Kraszewski, attorney, head of GESSEL’s employment law, life sciences and intellectual property practice. Often called upon to advise on projects which require not only legal knowledge, but also creativity and sensitivity. Adam has a long track record advising on employment law in its individual as well as collective variants; he has been instrumental in devising effective employment models and incentive schemes (also for senior management), drawing up internal regulations for employing establishments, and resolving disputes. His labour law expertise is often tapped by other departments within our firm, e.g. as regards the passing of employees to new employers in the context of M&A deals. Adam also advises on copyright, trademarks, and legally protected personal interests. Finally, he is an expert in pharmaceutical law, successfully navigating the legal path to inclusion of new drugs in national reimbursement schemes. He has published extensively on his area of expertise.

With GESSEL since 2006.

Karol Sokół, advocate, specialises in M&A transactions in the private and public markets, structuring of transactions, and on legal aspects of business financing, including credit facility agreements, private bond issues, and investment funds.Cooperates with Polish and international funds and banking houses and advises on all stages of complex deals (on the buyer and seller sides) on share deal and asset deal transactions and on corporate restructuring. Also advises Polish and international companies. Repeatedly demonstrated his talent for negotiating complex transaction elements on behalf of the seller as well as buyer sides and in preparing shareholder agreements. His restructuring projects included buying up of bank receivables and leveraged buy-outs as well as devising representations and warranties liability mechanisms – also ones relying on W&I insurance, a novelty in the Polish market. Recommended, among other rankings, in IFLR 1000.

With GESSEL since 2010.

Apart from that, four of our legal professionals will now be assuming the role of managing associate: Dr Joanna Kisielińska-Garncarek, attorney with the arbitration practice led by Dr Beata Gessel- Kalinowska vel Kalisz, Karolina Krzal-Kwiatkowska, advocate and Krzysztof Jasiński, attorney from the M&A team led by Marcin Macieszczak, and Marta Grabiec, advocate at the employment law, life sciences and intellectual property practice led by Adam Kraszewski.

Marta Grabiec, advocate, specializes in intellectual property law, new technologies law, combating unfair competition, media law, and protection of personal rights. Her experience comprises legal advice and negotiations with respect to copyright, trademarks, industrial designs, utility models, patents and combating unfair competition. Advises also in respect of media law, press law and protection of personal rights of natural and legal persons. Her Clients include entities from the biotech, TMT, e-commerce, media, entertainment, and fashion industries. At the procedural level, represents Clients before civil courts, criminal courts, administrative courts, arbitration tribunals and the Patent Office of the Republic of Poland. Supported Clients in cases concerning trademark registration and defamation in various media and publications.

With GESSEL since 2012.

Krzysztof Jasiński, attorney, specialises in M&A transactions, banking and finance, and company law. Advises private equity and venture capital funds, sectoral investors, and business founders, also contributes to due diligence studies. Before joining GESSEL, spent six years with a number of recognised law firms, working in the fields of business and companies law. Regularly publishes articles on business and civil law, among other periodicals in Przegląd Prawa Handlowego and Przegląd Sądowy.

With GESSEL since 2016.

Dr Joanna Kisielińska-Garncarek, attorney, specializes in litigation, arbitration. Her practice focuses on various disputes with business law aspects, including ones arising from M&A transactions and from construction and infrastructure projects. Represents Clients before the general courts and in arbitration proceedings (at, among other forums, the International Chamber of Commerce in Paris, the International Arbitration Association, the Arbitration Court of the National Chamber of Commerce in Warsaw, and the Arbitration Court of Lewiatan Confederation, and also in ad hoc proceedings). Also serves as secretary to Polish and international arbitration tribunals. Successfully participated in international moots in the fields of human rights and commercial arbitration; more recently, she contributed to such events in the role of judge / arbitrator. Author of publications in the realms of arbitration, law of obligations, and comparative law.

With GESSEL since 2015.

Karolina Krzal-Kwiatkowska, advocate, specialises in competition law, M&A transactions in the private market, and company and business law. Advises on merger control, unfair competition, and collective consumer interests; represents Clients before the antitrust authorities. In her M&A work, advises private equity and venture capital houses, drafting and negotiating transaction documentation and managing due diligence projects. Her extensive experience with the legal aspects of business operations leaves her well placed to assist Clients with current issues (e.g. reviewing commercial contracts) as well as more unusual undertakings (e.g. restructuring and retrenchment). Contributed to a number of books of relevance to her fields of practice, speaker at conferences.

With GESSEL since 2011.

 

Recent Changes to the Romanian Company Law

Since the Romanian Companies Law (Law 31/1990) was passed in 1990 there have been amendments to it to make it more up to date rather than continue it in its original format.

The original law was based on the French company law, and in 1990 there were very few advisors to the Romanian Government who understood corporate law or indeed commercial law.  This law was therefore a first attempt based on limited knowledge and experience of modern corporate law.  Over the next thirty years there have been changes to improve the law and the recent Law signed into effect on the 2nd July 2020 is another example of this.

Law no. 102/2020 brings major benefits and simplifies some of the registration process of companies in Romania, and the shareholders therefore benefiting from a more flexible legal framework regarding the establishment of companies.

The following are changes of which one needs to be aware in respect of formation of companies and the on-going reporting requirements.

Perhaps most important has been the removal of the prohibition and the requirement that a sole shareholder cannot hold the position of sole shareholder in more than one company.  This means that a sole shareholder can now hold the position of sole shareholder in more than one company.  This is very important to companies where they wish to have a number of subsidiaries in Romania.  Often foreign investor companies are themselves single shareholder companies and issues in the past have arisen concerning this when a Romanian company is incorporated.

Art.17.4 of the Law states that on the same premises in a building no more than one company can register their office unless the building or premises are designed in such a way to allow this.  This provision has been abolished.  This has meant that in the past there had to be compartmentation and a different room for each company.  In the previous form of the law the representatives of the company had to give a statement on their own responsibility stating that the building had separate rooms allowing for different companies to be registered.  In the new amended Companies Law such statement is no longer required.

The accommodation contracts allowing for the quick formation of companies (including the contracts using a lawyer’s office) now have to be registered with ANAF before incorporation and proof of such registration lodged with the file at the Trade Registry.  This has in our experience already caused some delay in registration, although other factors have also contributed to the delay.

In the past residential premises in block of flats have been used as office addresses.  This is now relaxed, and it is not now necessary to obtain the consent of adjoining owners of the premises if no activity is carried out at the office.

Finally, companies incorporated where the shareholders are all individuals and who are the ultimate beneficial owners of the company are no longer required to give a statement at the time of incorporation, or annually as previously if there is no change in the shareholding structure.  Companies with corporate shareholders will still be required to give such a declaration.

All these changes will allow the formation and then the on-going operation in relation to company in a more friendly and transparent manner and are changes that will be welcomed by all practitioners.

Setting up a Company in the EU to become easier

EU company law is being updated to reflect the digital age. The Council today adopted a directive that facilitates and promotes the use of online tools in the contacts between companies and public authorities throughout their lifecycle.

The directive will provide improved online procedures, creating a modern and safe way for businesses to dismantle the obstacles involving setting up companies, registering their branches or filing documents, especially in cross border operations.

Ana Birchall, Minister of Justice, Vice Prime Minister for the implementation of Romania’s strategic partnerships, interim

The new rules ensure that:

  • companies are able to register limited liability companies, set up new branches and file documents in the business register fully online;
  • national model templates and information on national requirements are made available online and in a language broadly understood by the majority of cross-border users;
  • rules on fees for online formalities are transparent and applied in a non-discriminatory manner;
  • fees charged for the online registration of companies do not exceed the overall costs incurred by the member state concerned;
  • the ‘once-only’ principle applies, meaning that a company will only need to submit the same information to public authorities once;
  • documents submitted by companies are stored and exchanged by national registers in machine-readable and searchable formats;
  • more information about companies is made available to all interested parties free of charge in the business registers.

At the same time, the directive sets out the necessary safeguards against fraud and abuse in online procedures, including control of the identity and legal capacity of persons setting up the company and the possibility of requiring physical presence before a competent authority. It maintains the involvement of notaries or lawyers in company law procedures as long as these procedures can be completed fully online. It also foresees exchange of information between member states on disqualified directors in order to prevent fraudulent behaviour.

The directive does not harmonise substantive requirements for setting up companies or doing business across the EU.