Kozłowski & Partnerzy

Statistically based process risk assessment?

apl. adw. Kaja Malinowska — Mon, 03 Jul 2023 12:10:40 +0000

We recently read a particularly interesting publication by Dr Mathias Wittinghofer on Linkedin* on the introduction of statistical analysis for litigation risk assessment using the example of data on the effectiveness of appeals from District Courts (Landgerichte) to the Courts of Appeal (Oberlandesgerichte) in Germany.

According to the publication, after collecting and compiling statistics, the team working on the problem found that in 2021, a total of 61,327 appeals were lodged with the Courts of Appeal across Germany, and of these, only 8,136 resulted in the judgment of first instance being overturned and either a subsequent referral back to that court or a decision on the merits by the Court of Appeal. The remaining cases ended either with a contested judgment to the detriment of the appellant or with other measures such as settlement, withdrawal, default judgment, striking out of the appeal, etc.

Based on these figures, statistically 13.3% (= 8 136 / 61 327) of all appeals were successful in 2021.

The above study prompted us to check for ourselves how similar statistics are presented here in Poland. Thus, relying on data published by the statistical database maintained by the Ministry of Justice (https://isws.ms.gov.pl/pl/baza-statystyczna/opracowania-wieloletnie) concerning appeals in civil proceedings in District Courts and Appellate Courts between 2005 and 2021, we came to the following conclusions.

In 2021, a total of 42,704 (there were 82,222 cases to be handled) appeals to the Courts of Appeal were concluded in Poland, and of these, a total of 9,762 ended with the judgment of first instance being overturned and either the case being subsequently referred back to that court for reconsideration or a decision on the merits being issued by the Court of Appeal. The remaining cases ended either with a contested judgment to the detriment of the appellant or with other measures such as settlement, withdrawal, summary judgment, striking out of the appeal, etc.

Based on these figures, statistically 22.86 % (= 9,762 / 42,704) of all settled appeals were successful in 2021.

Thus, it follows from the above analysis that the assessment of litigation risk on the basis of statistical data in terms of the success rate of an appeal from a District Court decision to the Court of Appeal in Poland is almost twice as high as in Dr Mathias Wittinghofer’s publication in Germany. The question, however, is whether this difference is an advantage or a disadvantage?

*https://www.linkedin.com/feed/update/urn:li:activity:7071395277772857344/

Artykuł Statistically based process risk assessment? pochodzi z serwisu Kozłowski & Partnerzy.

Christmas and New Year’s wishes

apl. adw. Kaja Malinowska — Thu, 22 Dec 2022 12:07:10 +0000

Dear Ladies and Gentlemen, on the occasion of the forthcoming Christmas holidays, we would like to extend our warmest wishes and thank you for your cooperation and trust. At the same time, we wish you a happy new year, filled with energy to act and achieve the goals you have set for yourself, both privately ... Read more

Artykuł Christmas and New Year’s wishes pochodzi z serwisu Kozłowski & Partnerzy.

Polish Holding Company – favourable changes for investors from January 2023.

apl. adw. Kaja Malinowska — Tue, 06 Dec 2022 10:34:31 +0000

1. Polish Holding Company – what is it?

The Polish Holding Company (hereinafter abbreviated in Polish “PSH”) is a solution introduced into the Polish legal order on 1 January 2022, providing an alternative form to tax capital groups, which until now have not enjoyed much interest. The legislator’s aim was to create more favourable conditions and consequently, to encourage investors to invest by Polish companies in other entities and to locate holding companies in Poland.

2. Reasons for changes to the PSH regime.

However, the legislator promptly noticed that, despite the fact that the adopted solution was intended to be a more attractive instrument for investors than before, it is still not sufficient enough and needs to be amended. That is why, already on 1 January 2023, an amendment comes into force, aimed at making the PSH more precise and attractive, so that, as the legislator indicates in the justification of the law, it becomes competitive with solutions adopted in other countries.

3. Anticipated changes.

In order to achieve this, the legislator decided to introduce significant simplifications and the amendment provides for, among others:

a) the extension of the PSH to companies operating in the form of a simple joint-stock company (until now only a limited liability company or a joint-stock company could become a PSH);

b) the condition for the company not to use the tax exemptions in Article 20(3) (exemption from tax on dividends received in the territory of the European Union) and Article 22(4) of the CIT Act (exemption from income tax on revenue from participation in the profits of legal persons) has been deleted;

c) exemption from taxation of the entirety of dividends received by PSH (until now, the exemption applied to 95% of dividends);

d) in addition, simplifications have been introduced for the subsidiary, which from next year will be able to: benefit from exemptions from taxation of income from activities carried out in the SEZ or within the PSH, hold all rights and obligations in a partnership and hold more than 5% of shares in the capital of another company;

e) an exemption to the ‘Pay and Refund’ mechanism is also introduced for dividends paid by a subsidiary to a PSH.

However, along with the above simplifications, the legislator has also introduced a certain complication, i.e. the extension of the period for fulfilling the conditions necessary for the application of the holding exemptions to 2 years (previously it was only 1 year).

4. What does this mean for investors?

The introduced changes, due to enter into force on 1 January 2023, definitely provide more favourable conditions for PSH, consequently widening the circle of potential companies interested in this tax regime. However, in addition to the simplifications introduced, the legislator has also provided for an extension of the period for meeting the conditions necessary for the application of holding exemptions, which may constitute a disincentive for potential investors. For this reason, in order to verify the most favourable solutions, the interested party should each time verify its tax possibilities.

Should you have any questions regarding this issue, please do not hesitate to contact us.

Artykuł Polish Holding Company – favourable changes for investors from January 2023. pochodzi z serwisu Kozłowski & Partnerzy.

European private law

MJ — Sun, 04 Sep 2022 09:17:17 +0000

Our law firm offers assistance in the field of European private law to Polish and foreign entities. Knowledge of European private law is particularly important today, as many cases have an international element. Thanks to our experience in handling cross-border cases, we are able to offer our clients a comprehensive service, regardless of the situation in which they find themselves. Our membership in the international law firm network Avrio Advocati, which brings together law firms from Europe and beyond, is of particular importance in this type of case. The aim of the association is to provide international clients with rapid access to high quality legal services.

In this respect, we offer in particular:

Advice on the conduct of business in Poland by European entrepreneurs and on the conduct of business in another European country by Polish entrepreneurs;
Advising on the acquisition of real estate in Poland by entities from other European countries and the acquisition of real estate by Polish entities in another European country;
Providing opinions on contracts and other legal transactions as regards their compliance with European Union law.

Artykuł European private law pochodzi z serwisu Kozłowski & Partnerzy.

Legal services for companies

MJ — Thu, 09 Dec 2021 13:38:42 +0000

We offer corporate services to our clients, supporting them in all areas related to the functioning of enterprises, from the moment of an investment idea through to the liquidation of the company.

In this respect, we offer in particular

creation of new legal entities (partnerships, capital companies, as well as foundations and associations, and creation of branches and representative offices of companies);
handling shareholders’ meetings, supervisory board and management board meetings, amending articles of association and articles of association, trading, encumbering and redeeming shares and other company law issues, increasing and decreasing share capital, amending articles of association and articles of association;
drafting company agreements, articles of association, rules of procedure for supervisory boards and management boards;
handling M&A transactions;
drafting resolutions of company bodies;
drafting management contracts, non-competition agreements, and other contracts with members of management boards, supervisory boards, and other persons;
Representation in registration proceedings and other proceedings related to the functioning of companies;
handling the process of disposal of companies;
carrying out corporate audits, reviews of applicable procedures and regulations and preparation of relevant reports;
due diligence – conducting and drawing up legal analyses;
advice in negotiation processes concerning joint venture agreements and agreements between shareholders;
Issuing opinions on the company’s planned activities, including interpretation of commercial company law and other regulations;
Resolution of corporate disputes and representation of shareholders in such disputes,
representation in proceedings concerning appeals against resolutions of shareholders’ meetings and in cases concerning claims against members of company bodies;
liquidation of commercial companies.

Artykuł Legal services for companies pochodzi z serwisu Kozłowski & Partnerzy.

Real Estate

MJ — Thu, 09 Dec 2021 13:35:45 +0000

Services for investment projects, from the stage of checking the legal status of a real estate, through negotiations for its acquisition, the process of obtaining building permits and commercialization of space to future tenants and buyers, negotiations with banks and loan agreements, refinancing, handling the sale of the project.

In addition, we have experience in drafting and negotiating construction contracts or representing clients in court disputes related to contractual claims.

We assist, among others, with

project finance (together with ongoing support of the construction investment) of the Europejskie Hotel in Warsaw (a hotel, office and service facility of the highest standard).

Artykuł Real Estate pochodzi z serwisu Kozłowski & Partnerzy.

Polish investments abroad

MJ — Thu, 09 Dec 2021 13:33:26 +0000

We have an extensive network of close contacts with law firms in many parts of the world, which enables us to assist in establishing contacts and managing legal services for ventures and disputes relating to foreign transactions and investments.

public procurement law
Corporate services
Preparation and negotiation of commercial contracts;
European private law.

Artykuł Polish investments abroad pochodzi z serwisu Kozłowski & Partnerzy.

Foreign investments in Poland

MJ — Thu, 09 Dec 2021 13:22:30 +0000

Legal services for foreign entities investing in Poland – advice on choosing the appropriate legal form of activity in Poland, providing corporate services, conclusion of contracts with employees, commercial contracts (including transaction prices in intra-group transactions), advice on Polish law, taking into account cultural and legal differences.

We work for, among others:

an international consortium building the A1 motorway
an international investment fund (investments in commercial office buildings)
a Japanese manufacturing company (construction of a production plant and subsequent operations)
a Finnish design company (acquisition of a majority stake in a Polish company and subsequent operating activities)
a British telecommunications company (choice of legal form, ensuring compliance with Polish regulations, corporate services).

Artykuł Foreign investments in Poland pochodzi z serwisu Kozłowski & Partnerzy.

Legal services for contractors and construction investments

MJ — Thu, 09 Dec 2021 12:37:05 +0000

Our law firm specialises in construction law, legal services for construction investment processes, in particular obtaining administrative decisions and supervising the execution of construction work contracts.

In this respect, we offer in particular comprehensive legal services for infrastructure and construction projects, both in terms of:

administrative law
Construction law
Public procurement law
civil law (also based on the conditions of Federation Internationale des Ingenieurs-Conseils – FIDIC).

We have assisted or are assisting in, among others:

construction of the A1 motorway (concession system – public-private partnership)
construction of the World War II Museum in Gdansk (public procurement mode)
construction of shopping centres (many projects in many places in Poland);
project finance (including on-going services for the construction investment) of the Europejski Hotel in Warsaw (top standard hotel, office and service facility).

Artykuł Legal services for contractors and construction investments pochodzi z serwisu Kozłowski & Partnerzy.

Contracts in business transactions

MJ — Thu, 09 Dec 2021 11:33:41 +0000

Our law firm offers services in the field of comprehensive drafting of contracts in business transactions. We draft contracts, negotiate their content, and advise on cooperation models that take into account the specificity and character of various industries and areas of activity of our clients. Moreover, above all, we have experience in areas related to the conclusion and performance of contracts, as well as their termination – both in domestic and international trade.

In this respect, we offer, in particular:

counselling, providing opinions and negotiating contracts in business trading;
preparation of legal opinions;
supervision over the proper performance of contracts;
identification and protection against risks associated with contracts;
drafting of regulations, contract templates, framework agreements;
planning domestic and international business transactions as well as
conducting cases concerning the enforcement of contracts and receivables of contracts.

Artykuł Contracts in business transactions pochodzi z serwisu Kozłowski & Partnerzy.