Division by spin-off and reorganisation of capital group following the acquisition of a leading manufacturer of sanitary ware in Poland. We provided legal assistance with the reorganisation of a capital group in the territory of Poland following the transaction resulting in the concentration of a global manufacturer of sanitary technologies and a Polish manufacturer of ceramic and non-ceramic sanitary products. Due to different structures and responsibilities of individual group companies, the reorganisation aimed at adjusting the structure of the acquired Polish companies to the structure of the whole group in which individual entities perform, respectively, production, distribution, administrative and holding functions. Thus, the aim of the reorganisation was to achieve operational readiness to perform new functions within less than a year after the acquisition.

We were responsible for developing a legal concept for spin-off and transfer of both assets and contracts between the group companies, as well as for legal assistance in identifying and defining tangible and intangible assets constituting the spun-off organised part of business. We legally coordinated the implementation of the whole process, including drafting documents for the spin-off (spin-off plan, reports providing grounds for the spin-off, resolutions regarding the spin-off, etc.), we advised on capital changes occurring during the reorganisation and we were responsible for registering the spin-off in the register of entrepreneurs of the National Court Register (KRS) on the date fixed several months in advance. As part of the process, we provided advice on the further changes in the capital group structure, including the transfer of shares in the form of an in-kind dividend. We also supported our Client with making amendments to contracts with business partners and with litigation in connection with the assumption of rights and obligations (including debts) by way of a partial universal succession after the spin-off.