Earn-out: a win-win

The valuation of a company is the cornerstone of any M&A transaction. Naturally, sellers want to achieve the highest possible price, while buyers do not want to overpay.
The valuation of a company is the cornerstone of any M&A transaction. Naturally, sellers want to achieve the highest possible price, while buyers do not want to overpay.
From the outset, we have been committed to building an open working environment based on respect for different needs, individual potential and talents.
“Kochański & Partners Master Academy” is a comprehensive project designed to help young law students mature in their career choices, develop self-awareness and improve their leadership and teamwork skills.
Responsibilities and manner of describing ‘crossed-out’ prices in light of the Omnibus Directive.
Withholding tax (“WHT”) is applicable to taxable persons paying both PIT and CIT, and applies to monies paid to foreign entities.
The legal battle between Hermès brand owner and artist Mason Rothschild, the creator of ‘MetaBirkin’ NFTs, has lasted more than a year. On 8 February, the Court ruled that the NFT version of the famous Birkin handbags infringed the rights of the Hermès fashion house.
On 13 October 2022, an amendment to the Commercial Companies Code came into force to regulate the method of calculating the term of office and the moment of expiry of the mandate of a limited liability company management board member appointed for a term of office exceeding one year.
Banking: today and tomorrow | An overview of the banking sector | The highlights the industry is talking about
The peaceful resolution of disputes is undoubtedly one of the greatest and most versatile skills we can possess.
Trademark protection is nowadays one of the areas to which companies, operating in an environment of vigilant and fierce competition, should pay particular attention.
The seller’s representations and warranties (R&Ws) are one of the key elements of any M&A transaction.
Since the first days of the war, Japan has supported Ukraine on an inter-state level as one of its main allies in Asia. In the last eight years the assistance of Japan to Ukraine constituted over 7 billion USD, out of which 700 million USD were allocated in the last year.
The articles of association of a limited liability company or a joint-stock company cover corporate governance issues and mutual relations between shareholders. Sometimes, however, these are not detailed enough.
The lowest, minimum buffer level (2.5 p.p.) should apply to credits with a periodically fixed interest rate and should be appropriately higher for credits with a variable interest rate, said the KNF, softening its position due to the lower risk of rising interest rates.
Ukrainian business in the new reality – war brings challenges, victory brings opportunities
Shareholders who obstruct cooperation or do not fulfil their obligations may be excluded from company operations by an internal decision of the remaining shareholders, e.g. through the compulsory redemption of shares under Article 199 of the Commercial Companies Code.
We have been active in the international legal community for years, engaging in numerous initiatives and projects. This appointment fosters the creation of close relationships and will undoubtedly strengthen our position in the international arena. The international success of Kochański & Partners Agnieszka Chrzanowska, Partner and Head of our Media Sector, has been appointed Publications […]
We have followed the trend in trademark applications for NFT-related protection and the conclusions are clear: what started as a trickle has become a flood, with tycoons from virtually every industry jumping on the bandwagon.
As early as the end of April 2023, amended regulations on the energy performance of buildings will come into force, requiring owners of apartments or buildings to obtain a so-called energy passport.
For Polish companies, a dual listing brings prestige, money and opportunities for international growth. It is a chance to build global brands and achieve the best competitive position, but also to enhance liquidity and raise money for bold investments and necessary acquisitions.
In order to protect shareholders against defective resolutions being used in transactions, the Commercial Companies Code provides, in principle, for a closed list of legal instruments.
Marek Jeżewski has joined the select group of arbitration experts affiliated with the Vienna International Arbitral Centre (VIAC) and will be the Polish ambassador of this prestigious institution.
The imposition of restrictions on the transferability of shares and the introduction of relevant related procedures are among the most important issues to be negotiated prior to the conclusion of shareholders’ agreements.
With the beginning of 2023, let’s take a brief look at the major tax solutions that came into effect from 1st January.
Why is it worth seeking capital on foreign stock exchanges and in an international investor environment? The answer to this question is obvious to the companies that took part in the 2nd edition of our ‘Polish Tech Pitches to Private Capital – Recognizing ESG Impact’ conference.
We are a new member of the United Nations Global Compact, the world’s largest corporate sustainability initiative. This means that we not only advise and raise our clients’ awareness of environmental issues, the need for energy transition, human rights and corporate governance, but also that we ourselves apply sustainability best practices in our daily work.
Lawmakers should introduce EU rules, adapting their structure and terminology to national laws to enable their effective application.
Before embarking on any New Year’s resolutions, it is worth starting with a moment of reflection on the year gone by. In the EU, 2022 brought a number of new regulations in the new technology market, so let’s take a closer look at them. The following is our selection of the most important developments and legislative initiatives to emerge in 2022, which will significantly influence further international and national IP/IT regulations.
2023 will bring major changes to labour law. Among other things, new regulations on remote work and preventive employee sobriety checks are to come into force.
The downtime and supply constraints associated with the pandemic, followed by similar disruptions brought about by the war in Ukraine, with material price increases that have been building up for years, crowned by rampant inflation have all had a disastrous effect on the sector.
In 2022, the Commercial Companies Code has undergone significant changes, including the introduction of the so-called holding law laying down the principles of operation of groups of companies, which we wrote about in the ‘Controversial Amendment to the CCC’ article.
The year end is a good time for summaries, so let’s take a further look at the status of the Hermès brand case, how the litigation pending before the U.S. District Court for the Southern District of New York emerged, and examine recent decisions taken in this case to see what conclusions can be drawn for future brands entering the Metaverse.
On 5 January 2023, the long-awaited EU CSRD came into force, expanding reporting obligations on the impact which companies have on people and the environment.
The government is creating space for state authorities to evade accountability and is tightening enforcement procedures against independent media publishers.