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    Zwyrtek
    Advisory

    Legal advisory.

    We support owners, boards and management teams on the legal aspects of running a business — from commercial contracts, corporate governance and compliance to international trade, reorganisations, commercial disputes and employment law from the employer's perspective.

    We combine commercial and corporate law with the realities of finance, tax, operations and management. As a result, our recommendations do not stop at a review of the law, but take into account the consequences for the business, board liability, ownership relationships and the organisation of work.

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    What we do

    Scope of work.

    • Corporate law and governance

      Support for companies, boards, supervisory boards and shareholders. We prepare resolutions, by-laws, ownership documentation, representation rules and decision-making models, and advise on the liability of members of corporate bodies.

    • Contracts and commercial law

      We draft, review and negotiate domestic and international contracts — sale, supply, distribution, agency, services, technology, investment, licensing and strategic-cooperation agreements.

    • International trade

      We support companies with export, import, international distribution, choice of governing law, jurisdiction, payment security, Incoterms, trade documentation and the risks posed by foreign counterparties.

    • Compliance

      We design and implement policies, procedures and accountability systems covering whistleblowing, AML, sanctions, anti-corruption, conflicts of interest, information protection and management compliance.

    • Transactions and reorganisations

      We support mergers, demergers, transformations, contributions in kind, changes of ownership structure, group reorganisations and the legal aspects of M&A transactions.

    • Customs law, trade in goods and supply chain

      We advise on import, export, classification of goods, customs documentation, liability of the parties, supply-chain risk and compliance of distribution with national and EU requirements.

    • Employment law from the employer's perspective

      We support employers in drafting and updating contracts, internal regulations, procedures, remuneration models, remote-work rules, management liability, employment reorganisations, redundancies and employment disputes.

    • Commercial disputes and management liability

      We help assess the risk of a dispute, prepare a negotiation and litigation strategy, secure evidence, conduct settlement talks and coordinate representation before courts and authorities.

    Who we work with

    Who we work with.

    We serve both established companies and projects going through a change of ownership.

    Companies

    Ongoing corporate support, company bodies, transaction documentation.

    Family businesses

    Succession, the Polish family foundation, internal governance and protection of family assets.

    Foreign investors

    Entry into the Polish market, holding structures, transactional support.

    Cooperation model

    Ongoing decision support.

    Not every decision requires an advisory project. In many situations, what matters most is a quick consultation with an expert who understands the business context and can point to the right course of action.

    Executive Tax & Legal Hotline.

    Ongoing access to tax and legal advisors on a subscription basis. Support for day-to-day decisions — fast, without formal projects or unpredictable costs.

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    Package

    Executive Tax & Legal Hotline

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    FAQ

    Frequently asked questions.

    Yes — we represent clients in commercial disputes before the common courts, the Supreme Court, and in domestic and foreign arbitration. Before taking a matter to court, we review the documents, the evidence and the real chances of success, and compare the cost and timeframe of proceedings with alternative paths — mediation, an out-of-court settlement, or renegotiating the contract. In many commercial disputes, reaching an agreement is more advantageous than years of litigation, so we always set the litigation strategy together with the board and the people responsible for the counterparty relationship. Representation is carried out by lawyers licensed as attorneys-at-law or advocates, working with Zwyrtek Group's substantive partners.

    As standard, we work on a monthly retainer with an hour cap and a usage report, or on an hourly basis for projects of variable scope. For clients requiring regular, priority access to the legal and tax team, the Executive Tax & Legal Hotline model is also available. We choose the fee model based on the intensity of cooperation, the predictability of scope and the board's expectations of response time. In transactional and reorganisation projects we more often use a phased budget; for ongoing support, a retainer with reporting. We confirm the scope, priorities and reporting method in writing at the start of the engagement.

    Yes. We have established partners in the EU, UK, US and DACH jurisdictions — we coordinate support from the Polish side and act as the main point of contact for the board. This model works particularly well for cross-border transactions, international distribution, disputes with foreign counterparties and a foreign investor entering a Polish company. The choice of foreign partner depends on the jurisdiction, specialisation, working language and liability model. In larger projects we work to a single timetable with the foreign advisor and maintain consistent documentation quality regardless of the number of jurisdictions involved.

    Yes — full support for mergers and acquisitions is one of our core practices, run together with Zwyrtek Group's transaction team. It covers assessing the deal structure, legal due diligence, documentation (SPA, SHA, investment agreements), negotiations, conditions precedent, security, and closing. We combine legal advisory on M&A with tax, financial and governance advisory, so the client receives one consistent recommendation covering price, structure, risk and post-acquisition integration. More detail on the transactional scope is available on our M&A advisory page.

    Yes. Trade in goods, import, export and supply chains involve distinct customs, regulatory and contractual obligations — from tariff classification, through customs value and origin, to sanctions and export control. We combine the customs-law, commercial-contract and compliance perspectives so that supply-chain risks are identified and addressed in one process. In practice, this means analysing customs documentation, contract terms with counterparties, liability clauses, Incoterms and internal procedures at the same time. This approach reduces the risk of audits, penalties and disputes with international partners.

    Yes — handling international contracts is one of our main practice areas. We draft and negotiate sale, supply, distribution, agency, licensing, technology, investment and strategic-cooperation agreements with foreign counterparties. We advise on the choice of governing law, jurisdiction, arbitration, Incoterms, payment security, product liability and terms for ending cooperation. We work with partners in the key EU, UK, US and DACH jurisdictions. We tailor the project model to the scale of the contract — from a single agreement to long-term support for a client's international trade division.

    Yes. We support owners, shareholders and boards in conflicts over strategy, distributions, voting rights, a shareholder's exit, valuation of shares and decision-making rules. We start by reviewing the articles of association, the shareholders' agreement and how the corporate bodies actually operate. Our recommendations may include mediation, tidying up governance, put/call mechanisms, exit, buy-out or demerger. Ultimately, we conduct court or arbitration proceedings. In family businesses we combine this practice with succession advisory and the Polish family foundation, so the resolution of a conflict is lasting and reflects the owners' long-term goals.

    Yes — we handle employment law exclusively from the employer's perspective. We support reorganisations of employment, changes to working conditions, notices amending terms of employment, individual and collective redundancies, consultations with employee representatives and employment disputes. We analyse positions, employment terms, risks and the implementation timetable so as to reduce compensation costs and the risk of proceedings. We supplement this with support on management contracts, non-competition, confidentiality, remote work and the liability of management staff. We do not represent employees in disputes against employers.

    Yes. We implement internal reporting and whistleblower-protection procedures, and compliance systems covering AML, sanctions, anti-corruption, conflicts of interest, counterparty due diligence, information protection and board liability. We design an effective compliance system based on the organisation's real risks and processes, not a generic list of policies. The scope covers policies, a responsibility matrix, training, reporting mechanisms, conducting investigations and monitoring. We combine implementation with governance and employment law, so the procedure is understandable and actually applied by managers and operational teams.

    Yes. We support both companies preparing for an investor to come in and investors on the buy side. The scope covers legal due diligence, organising corporate documentation, contracts, IP, employment and regulatory risks, preparing the transaction structure, the investment agreement, the shareholders' agreement and security for the parties. We combine legal advisory with tax, financial and M&A advisory. Getting the company in order beforehand significantly shortens the process and limits price adjustments and the scope of the seller's representations. In family businesses we additionally factor in succession, the Polish family foundation and the owners' goals after the transaction.

    Yes. We provide employment-law support exclusively from the employer's perspective — designing employment models, management contracts, work and pay regulations, remote-work rules, incentive schemes, non-competition, confidentiality, employment reorganisations, notices amending terms of employment, collective redundancies, transfer of undertakings and employment disputes. We do not represent employees in matters against employers, in order to avoid a conflict of interest. We work with the HR team and the board, keeping personnel decisions consistent with governance, compliance and the liability of members of corporate bodies.

    Yes. We analyse the civil, criminal, tax and regulatory liability of board and supervisory-board members in the context of the company's and group's structure. We advise on dividing responsibilities, documenting decisions, managing conflicts of interest, reporting risks, related-party transactions and implementing D&O insurance. In particular situations — restructuring, a dispute, an audit, a transaction — we prepare individual recommendations for members of corporate bodies. We combine this scope with governance, compliance and transactional practice, so that limiting risk does not hinder the board's ability to make business decisions.

    Yes. We support companies engaged in international trade in assessing sanctions risk, verifying counterparties, obligations relating to beneficial owners, export control and the trade documentation required under national and EU law. The scope covers sanctions policy, sanctions clauses in contracts, counterparty due-diligence procedures, monitoring sanctions lists and responding to breaches. We combine this practice with customs and supply-chain advisory, because sanctions risk most often appears simultaneously in the contractual layer, customs documentation and the actual flow of goods or services between jurisdictions.

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