GESSEL

Managing Partner: Marcin Macieszczak

Number of lawyers: 97 (including 16 partners)

Office: Warsaw, Poland

Firm Overview:

GESSEL is a full service law firm based in Warsaw, Poland with 31 years’ experience and with 97 lawyers on board. The firm’s expertise is regularly confirmed by highest marks in various national and international rankings of law firms and individual practitioners. GESSEL’s team includes lawyers admitted to practice and experienced in handling matters in the firm’s home jurisdiction of Poland and, in addition, in Germany. All its lawyers are proficient in English and Polish, their main working languages. GESSEL is a member of the global alliances Lawyers Associated Worldwide (LAW) and IR Global.

Main Areas of Practice:

M&A:

M&A is GESSEL’s core and largest area of practice. The firm’s experience includes over 400 M&A transactions and counting. GESSEL advises on all aspects of M&A transactions, on both private and public markets. GESSEL’s expertise includes legal due diligence and tax review of the target company, transaction structur-ing, tax optimisation, drafting and negotiating of the transaction documentation, legal assistance in acquisi-tion debt arrangements as well as securing regulatory clearances, in particular antirust.

Contacts: Marcin Macieszczak, Małgorzata Badowska, Maciej Kożuchowski, Michał Bochowicz, Karol Sokół

PE/VC:

The firm’s clients include a considerable number of funds active in CEE. GESSEL renders legal assistance in fund formation stages and advises on all kinds of PE/VC transactions, including buyouts and expansion/ growth capital transactions, concerning businesses at all stages of development – from seed capital and start-up deals to investments in large, established companies, also publicly listed ones (PIPE deals). It also advises on leveraged buy-outs as well as MBOs and MBIs, whether financed by banks or mezzanine lenders. GESSEL structures management options schemes and other forms of ESOPs. Finally, the firm advises on exits, structured as sale to a sectoral or financial investor or through an IPO.

Contacts: Marcin Macieszczak, Maciej Kożuchowski, Michał Bochowicz, Karol Sokół

Capital Markets:

GESSEL specialises in securities law and legal aspects of public securities markets and in investment funds law, specifically: offering securities for public trading, M&A of public companies, defending companies against hostile take-overs, de-listing of securities, calls to sell shares, management option schemes in public and private companies, and administrative proceedings before the Polish Financial Supervision Authority (KNF).

Contacts: Leszek Koziorowski, Krzysztof Marczuk

Arbitration:

GESSEL lawyers have developed considerable experience in international arbitration, participating in proceedings conducted according to ICC, LCIA, IAA, and SCAI rules, rules of trade associations such as LME, FOSFA, GAFTA, or FCC, as well as rules of domestic institutions – the Court of Arbitration at the Polish Chamber of Commerce in Warsaw, the Lewiatan Court of Arbitration, and ad hoc international arbitral tribunals. The arbitration practice is led by Beata Gessel-Kalinowska vel Kalisz, PhD, who has participated – whether as an arbitrator, as counsel, or as an expert – in more than 100 arbitration proceedings, both domestic and international. A significant number of arbitrations involving GESSEL lawyers concern M&A, joint ventures, investments or banking transactions, but the firm’s arbitration practice also has experi ence with cases centring on construction, engineering, infrastructure, energy, IT, and international trade.

Contact: Beata Gessel-Kalinowska vel Kalisz, PhD

Litigation:

GESSEL represents clients in adversarial cases regarding all aspects of business, especially M&A-related disputes covering claims for breaches of warranties and representations. Its expertise also extends to disputes involving corporate governance and capital markets. Its lawyers have vast experience in construction contracts lawsuits and in criminal cases concerning white collar crime as well as in proceedings conducted before the antitrust authorities and courts in cases concerning competition-inhibiting agreements, abuse of market position and consumer protection.

Contact: Piotr Schramm

Corporate & Commercial:

GESSEL’s services in the corporate and commercial areas include legal advice on establishment and transformation/reorganisation of companies, mergers, winding down, day-to-day corporate matters (operation of a company’s governing bodies, drafting resolutions, shareholder agreements, cooperation agreements, internal regulations), corporate governance issues and disclosure duties. GESSEL also offers a full range of financial, business, tax and environmental due diligence services.

Contact: Aldona Pietrzak

Antitrust & Competition:

The services in this field include providing advice on the obligation to obtain clearance from the President of the Office for Competition and Consumer Protection for transactions involving M&A and large asset purchases, representation of clients in proceedings conducted before the Office for Competition and Consumer Protection and before the Competition and Consumer Protection Court concerning concentrations, competition-inhibiting agreements, abuse of market position and consumer protection.

Contact: Bernadeta Kasztelan-Swietlik

Intellectual Property:

The firm advises on all aspects of intellectual property law, trademarks, patents, designs and copyrights – also in the context of IT, mass media and the internet. It attends to the legal aspects of contracts made via the internet, of the extension of licenses and of technology transfers.

Contact: Adam Kraszewski

Tax:

GESSEL provides legal advice on corporate income tax, VAT, personal income tax, taxes on acts in civil law, customs duties and on the tax aspects of M&A transactions. Its services also cover international and domestic tax planning, tax optimisation and all fiscal and judicial proceedings

Contact: Dominika Ramirez-Wołkiewicz

Real Estate:

GESSEL offers advice in transactions for purchase, sale, expansion, administration, organisation and use of all kinds of real property. Its services also extend to a number of related fields associated with real estate transactions, such as advice on architectural designs, construction works, environmental protection, court proceedings, bank loans and administrative permits.

Contact: Maciej Boryczko

Employment:

GESSEL provides advice on establishing, terminating and amending employment relationships, negotiation of collective labour agreements, relations between employing entities and trade unions.

Contact: Adam Kraszewski

Life Sciences & Healthcare:

GESSEL has a successful track record in pharmaceutical law, having attended to the legal aspects of distribution and advertising of drugs, patent protection for medicines and granting of reimbursement decisions. The firm’s experience involves contracts with participants, hospitals and CROs in clinical trials of medicinal products.

Contact: Adam Kraszewski

Private Lawyer:

GESSEL’s private lawyer practice is dedicated to natural persons, who benefit from comprehensive legal advice in privacy protection and image management, family matters, litigation and mediation, taxes, estates, real property, documents, foundations and associations, and equity markets.

Contact: Piotr Schramm

German Desk:

GESSEL’s German desk, headed by Christian Schmidt, a German lawyer (Rechtsanwalt, also admitted to practice in Poland), has wide experience in advising German, Austrian and Swiss companies investing and pursuing business activity in Poland as well as assisting Polish investors doing business in Germany.

Contact: Christian Schmidt

Banking & Finance/Restructuring:

GESSEL provides comprehensive legal services with respect to financing in the form of credit facilities, bond issues and loans. The firm advises on various forms of corporate finance, acquisition finance (including leveraged buyouts) and mezzanine loans on the lender as well as borrower sides. The firm also advises on restructuring of existing debts, representing lenders, borrowers and enterprises in the course of restructuring as well as prospective purchasers of distressed assets.

Contact: Małgorzata Badowska