Corporate Law and Capital Markets

About the practice

Our experience includes providing comprehensive corporate advice to help companies stay compliant with legal regulations.

We assist entrepreneurs in choosing the appropriate legal structure for their business and in establishing companies. Our experience includes helping startups to scale and attract investors. We also provide advice to private equity and venture capital funds. We prepare investment agreements and the necessary documentation to implement their provisions. Additionally, we offer guidance on public offerings.

We also advise on transactions—both capital (share deal) and asset deals. We support clients at every stage of the process, including thorough due diligence, developing the transaction structure, preparing transaction documents (letter of intent, PSPA, SPA, R&W), and negotiating with other parties involved. Our broad expertise allows us to ensure the legal security of all aspects of the transaction, including sector-specific regulations and sanctions provisions.

We assist clients with business structure reorganization, including company transformations, divisions, and mergers. We create new structures by considering the legal and tax factors that affect their operational efficiency. We also prepare the necessary documentation and represent clients before authorities and courts as needed. We also provide guidance on succession planning, especially in establishing family foundations. Our thorough support covers corporate, regulatory, and tax matters to ensure clients and their successors are legally and tax compliant.

We assist entities involved in the capital market, including investment funds, alternative investment firms, fund management companies, investment firms, and issuers. We have experience representing regulated entities before the Polish Financial Supervision Authority (KNF). Additionally, we develop compliance procedures to help ensure these entities operate in accordance with legal requirements and supervisory authority practices.

Our experience also includes handling sanction proceedings before the Polish Financial Supervision Authority (KNF) and the General Inspectorate of Financial Information (GIIF), as well as representing clients in disputes with supervisory authorities before administrative courts.

Services

• Advice on selecting the legal structure for business activities.
• Forming companies.
• Ongoing corporate consulting.
• Preparation of corporate documents: resolutions, minutes, bylaws of entities, etc.
• Comprehensive advice on share transaction deals and asset deals.
• Advice on reorganization processes, including transformations, mergers, and divisions of companies—structuring and preparing the necessary documentation.
• Support in succession, including establishing family foundations.
• Provide guidance in the investment process, including preparing investment agreements and conducting negotiations.
• Advice on the public offering process (IPO, SPO).
• Development and implementation of corporate policies related to governance, compliance, and internal procedures to ensure adherence to legal requirements and the mandates of supervisory authorities.
• Representation in corporate disputes, including conflicts between partners and shareholders, both during negotiations and in court.
• Advice for company members when dealing with owners and investors.
• Advice for capital market entities, including compliance, especially with MAR, AML, and sanctions regulations.
• Representation in proceedings before the Polish Financial Supervision Authority (KNF).
• Regulatory guidance for State Treasury entities (The Principles of State Property Management Act, The Chimney Act, The System of Development Institutions Act, The Public Finances Act).
• Organizing training for members of the company bodies.

  • Michał Jabłoński, PhD

    • Advocate
    • ·
    • Managing partner

  • Grzegorz Keler, PhD

    • Advocate
    • ·
    • Managing partner

Bydr Grzegorz Keler19 August 2026

Far-Reaching Changes to Income Taxes: CIT Rate to Increase to 22%?

The proposed changes to income taxation may have significant implications not only for taxpayers, but also for the competitiveness of the Polish economy.…

XII National Opole Tax Conference: Customs, Excise and Gambling — Legislation, Practice, Theory — with the Participation of Experts from…

On 18–19 May 2026, the XII National Opole Tax Conference “Customs, Excise and Gambling — Legislation, Practice, Theory” was held at the Palace…

Brokerage activities and VAT – selected aspects: An article by Dr Grzegorz Keler and Barbara Błaszczak in IDM Magazine

In the latest issue of IDM Magazine (No. 1/2026), experts from Jabłoński Koźmiński & Partners – Dr Grzegorz Keler(Partner, Head of Tax Law, Corporate Law, and…

Bydr Grzegorz Keler26 August 2026

Family Foundations under Scrutiny: New Tax Rules from 2027?

On 13 August 2026, a draft Act amending the Personal Income Tax Act and the Corporate Income Tax Act (the “CIT Act”) was…

ByBarbara Błaszczak9 July 2026

Changes to the Mandatory Disclosure Rules (MDR) following the amendment to the Polish Tax Ordinance Act

Tax arrangements subject to the Mandatory Disclosure Rules (MDR) are arrangements governed by Articles 86a–86o of the Polish Tax Ordinance Act[1]. These provisions…

ByBartosz Płecha27 May 2026

Withholding Tax Obligations on Dividends Under Constitutional Tribunal Scrutiny

On 13 January 2025, an application was lodged with the Constitutional Tribunal seeking a declaration of incompatibility with the Constitution of the Republic…