17

New forms of a cross-border division present an opportunity for technology transfers in the New Tech sector

10 January 2024 | Knowledge, News

There is no doubt that the New Tech sector is currently booming, including in the area of mergers and acquisitions (M&As). The recent amendment to the Companies & Partnerships Code has introduced a new form of division, i.e. a division by separation (known as a spin-off), and has regulated the cross-border division process. Let’s look at how these changes will affect existing technology transfer practices.

Harnessing the potential of innovation: tycoons and start-ups

The development of the technology sector is driven by international technology transfer, with M&As being its indispensable part.

The largest market players base their innovative projects not only on their own knowledge and market research, but also on cooperation with smaller players. The wealth of resources of developed enterprises should therefore not overshadow the important role played by start-ups and other agile enterprises taking their first business steps in the technological globalisation process.

M&As as a tool for technology transfer

In practice, the IP commercialisation process is often accompanied by the creation of SPVs. So far, the transfer of IP together with the surrounding infrastructure has taken the form of an in-kind contribution of an organised part of an enterprise to a special purpose vehicle (SPV).

The new form of division will undoubtedly present an alternative, where it will be possible to spin off a specific part of a business in a single transaction to an entity directly dependent on the entity carrying out the spin-off. This will make reorganization much easier.

The spin-off of an SPV, which is a carrier of technological know-how, will also be a significant incentive for potential investors.

The amendment to the Companies & Partnerships Code has also introduced a cross-border division into the Polish legal system. As a result, internal reorganisations as part of the operations of technology enterprises have become an opportunity for foreign expansion, thus becoming a global vehicle for technology transfer.

Challenges and opportunities for the New Tech sector

M&As help to accelerate technological development and increase business competitiveness in the global market, encouraging the transfer of knowledge, experience and resources and enabling the growth of start-ups and ambitious emerging businesses.

At the same time, the New Tech sector will have to face many challenges and overcome a number of barriers that could hinder this process, including cultural, legal and regulatory differences. Ensuring an adequate level of intellectual property protection is a major challenge in itself.

But even despite the inevitable difficulties, one thing is certain: new forms of domestic and cross-border reorganisations are sure to play a major role in technology transactions that will dominate the M&A market in the near future.

Source: Prawo.pl

Date: 15.01.2024

Any questions? Contact:

Natalia Kotłowska-Wochna

Latest Knowledge

Dual-use items: how broad will the CJEU’s definition be?

A training aircraft designed for civilian purposes can also qualify as a military item. That’s a conclusion emerging from the Advocate General’s Opinion in Case C-538/25 (Flugzeugherstellerin) before the Court of Justice of the European Union. What does this mean for companies exporting goods from the EU?

Workplace harassment and discrimination: new regulations for employers

The Sejm has passed an amendment to the Labour Code concerning workplace harassment and discrimination. The changes introduce a broader definition of the concept itself, new forms of harassment, clearer definitions of what constitutes, for example, sexual harassment, and new rules governing the handling of such cases, including the reversal of the burden of proof, higher compensation awards, and the jurisdiction of district courts. The provisions will enter into force on 5 November 2026. We examine what will change and how much time remains to adapt company documents, policies, and the organisation as a whole.

ESG Roadmap. How to identify which regulations apply to your business and build a strategy

As we know, ESG in business is a roadmap made up of numerous obligations arising from different regulatory frameworks. That is why the right question is not “how do I meet all the requirements?” but rather “which of them apply to my business?”. This is a crucial distinction. We explain how to correctly diagnose your regulatory profile and build an effective ESG strategy – one that actually works and gives you a competitive edge.

Announcement of Income Tax Reform

On 19 August, during a press conference, the Prime Minister announced a package of tax changes planned for next year. According to the announcement, the reform is intended, on the one hand, to ease the burden on the middle class and, on the other, to shift a greater fiscal burden onto the wealthiest individuals and the largest companies. We take a look at the proposals included in the announced package and explain what they might mean for taxpayers.

Family foundations and the tax authorities: what draft bill UD447 proposes and why this is not the end of the troubles

Family foundations were intended to provide entrepreneurs with a stable framework for intergenerational wealth management. Yet not even four years have passed since the first such foundations were established, and the rules governing their taxation are set to be changed once again. This is because the scale of interest and the practical problems uncovered have overwhelmed the drafters of the legislation, as best illustrated by the figures – 927 applications for individual tax rulings and 77 opinions issued from the Head of the National Revenue Administration. This does not, however, mean that family foundations are being used on a massive scale for aggressive tax optimisation. A significant proportion of the queries concerned simply how to correctly apply the complex regulations.

Banking today and tomorrow | Financial sector overview | August 2026

Poland’s banking sector has reacted with concern to recent remarks by Katarzyna Pełczyńska-Nałęcz, the Minister of Development Funds and Regional Policy, who announced plans to put forward a proposal for a further increase in CIT levied on banks. The Minister’s reasoning, however, rests on a flawed conflation of the sector’s liquidity with its profitability, revealing a fundamental misunderstanding of how the banking sector operates and how its financial health is assessed. What is more, it feeds into a worrying trend of replacing substantive debate with simplistic, populist messaging which may be politically appealing but is not underpinned by either facts or economic analysis.

NIS2 and the National Cybersecurity System Act in transport: what you need to do before October 2026

The amended Act on the National Cybersecurity System (UKSC) has been in force since 3 April 2026. For transport sector undertakings, this means a specific compliance timeline, including an obligation to register with the National Cybersecurity System (KSC) registry by 3 October 2026. Failure to do so may result in substantial financial penalties, coupled with the risk of personal liability for senior management. Not every undertaking, however, automatically falls within the scope of the new regime. Read on to find out whether your organisation is affected and what you need to do before the deadline for preparation.

Family foundations: the government has done the maths and presented the bill

Three years. That’s how long we’ve been waiting for what the Council of Ministers had seen in the data from the outset – and has now disclosed in its review of the Family Foundation Act. The document not only diagnoses the problems, but also previews substantial changes to rules that founders and their advisers treated as settled and stable. And therein lies a problem that goes far beyond tax matters. If the rules of the game are changed while the game is being played, there can be neither planning stability nor trust in the law. It is no coincidence that one of the greatest concerns among entrepreneurs considering setting up a foundation is not the level of taxation, but the stability of the legal framework – which today is once again being called into question.

Contact us:

Natalia Kotłowska-Wochna

Natalia Kotłowska-Wochna

Attorney-at-Law / Partner/ New Tech, IP, Trade & Logistics Practice Group / Head of New Tech M&A

+48 606 689 185

n.kotlowska@kochanski.pl