We provided legal assistance with the reorganisation of our Client, involving the separation of the core service business from the assets owned. Our lawyers provided legal assistance with the reorganisation of our Client operating as a limited liability company, involving the separation of the core service business related to IT systems architecture, IT systems security and IT outsourcing from the assets owned, including real estate constituting the company's headquarters and the remaining infrastructure. The reorganisation resulted in the formation of association of two businesses with a split business risk, under which a partnership leased the transferred real estate and infrastructure to the limited liability company running the operations. The whole reorganisation process consisted first in the division of the limited liability company responsible for both operations and assets into a limited liability company performing functions related to operations (operating company) and a limited liability company performing functions related to assets (asset company), and then, in the transformation of the latter into a partnership. The company shareholders maintained the same ownership control over the operating and assets companies as in the case of the original company.

In the first place, the scope of works included legal assistance with the concept for reorganisation, including identification and specification of tangible and intangible assets constituting an organised part of business. A particularly challenging issue was the need to shorten the duration of the reorganisation process so that it did not adversely affect the Client's operations. To that end, it was necessary to overcome formal, legal and practical difficulties relating to the initiation of the transformation process before the division was completed. This "overlapping" of the spin-off and transformation allowed us to shorten the whole reorganisation process by 2-3 months and, at the same time, avoid any risks related to the entry of the division and transformation in the register of entrepreneurs of the National Court Register (KRS). Next, we provided legal advice on the establishment of an SPV, division by spin-off of infrastructural activities to the SPF and, finally, transformation of the SPF into a limited partnership. We were responsible for drafting documents for the process of spin-off and transformation (spin-off plan, transformation plan, resolutions, reports providing grounds for the spin-off, etc.) and for making sure that the spin-off and transformation were properly entered in the register. As part of the reorganisation process, we advised on the regulation of legal status of shareholders and members of the management board, including the adjustment of articles of association to the individual situation of each shareholder and the adjustment of a catalogue of matters requiring decisions of the management board or shareholders to the profile and scale of operations. Apart from strictly legal advice, we also acted as coordinators of the entire reorganisation process, organising work for other advisors and other participants, e.g. valuers, auditors, tax advisors, notaries public, etc.