Katarzyna Solarz

Katarzyna Solarz

Counsel


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Attorney at law (Radca prawny)

Main practice

Corporate Law

Corporate Law

Katarzyna Solarz is an attorney at law who has been cooperating with SSW Pragmatic Solutions for over 5 years. She specializes in corporate law, investment funds, mergers and takeovers. Before she started cooperating with SSW Pragmatic Solutions, she had been gaining experience in one of the largest Polish law firms.

 

Katarzyna is experienced in implementation of complex and multi-stage corporate restructuring processes, which include mergers, transformations, divisions, company liquidations and structuring of groups of companies. The projects she provided her advice for included cross-border elements with a special emphasis put on the Grand Duchy of Luxembourg, including coordination of cooperation with local administrators and law firms.

 

Her professional interests are focused on the establishment, regular operation and liquidation of investment funds, including alternative investment funds as defined in the Directive 2011/61/EU of June 8th, 2011 on Alternative Investment Fund Managers (so-called AIFM Directive). Katarzyna advises during the so-called AIC tests which enable company managers to learn whether their company meets the criteria of eligibility to be an AIC (alternative investment company). She also represents companies in proceedings related to their entry to the AIC register.

 

Katarzyna has carried out numerous transaction projects and has taken part in all stages of the investment process  – she has performed due diligence analyses (including coordination of this kind of processes), co-developed and negotiated transaction dossiers, coordinated the fulfillment of conditions required to close deals in interim periods, advised at the stage of deal closures and at the post-transaction stage. Katarzyna’s experience includes both asset and share deals as well as investments involving issue of new equity interests, with a special focus on block transactions which imply the need for further cooperation between the investor and their partners. Her excellent knowledge of corporate law enables her to build a corporate governance tailored to the needs of each Client, e.g. using mechanisms of control takeover  over a given company in case of dissatisfactory results used first and foremost by corporate investors, post-transaction incentives for founder partners, a wide range of instruments structuring property settlements at the post-transaction stage, including puts, calls, drag along & tag along rights or forced redemption of shares.

She published the study entitled „Should an obligatory share capital in limited liability companies be abolished? A study of alternative creditor protection mechanisms”, centered around the function of share capital in share-holding companies as well as an article on the so-called downstream mergers -. „O dopuszczalności downstream mergers w świetle regulacji Kodeksu Handlowego.”  [On the acceptability of downstream mergers in the light of the Commercial Companies Code]. Katarzyna has also frequently discussed  the legal regulations applicable to operation of AFI funds. She delivered a lecture during the workshops called „Amendment of the act on investment funds: implementation of  UIFM and UCITS directives”.

Selected projects

She advised the sellers (private entrepreneurs) during the sale of Mlekoma sp. z o.o. to SADAFCO, the leading manufacturer of UHT milk products in Saudi Arabia

She advised the seller (private entrepreneur) during the sale of Agros Trading Confectionery S.A. and of ZPC Unitop Optima S.A. to Coast2Coast, private equity fund owned by Bounty Brands

She advised Dirlango Trading & Investments Limited  (controlled by Łukasz Wejchert and Maciej Żak), partner of Virgin Mobile Polska – the largest Polish mobile virtual network operator – during negotiations of the new Virgin Mobile Polska partnership agreement which provided the grounds for the future exit from the company to Play Communications – the largest mobile phone operator in Poland

She advised  Dirlango Trading & Investments Limited company (controlled by Łukasz Wejchert and Maciej Żak) in the establishmment of a joint-venture with Innova Capital, a private equity fund, which invested in Netsprint S.A. and LeadR Sp. z o.o. (companies from Dirlango’s portfolio owned by Łukasz Wejchert and Maciej Żak)

She advised in the project including an audit of the current and intended structure of a private equity fund investing in mid-sized enterprises from CEE, which invested over EUR 600 MM in more than 40 investments in 10 countries targeted at the adaptation of requirements imposed by the AIFM Directive

She participated in the establishment of closed end investment funds for clients controlling financial assets (worth PLN 200 MM), negotiated the cooperation agreement between TFI and a client, and also in the development of an agreement for closed end investment fund members, which governed mutual settlements in association with assets contributed to the closed end investment fund; she also provides legal assistance in the closed end investment fund’s everyday operation matters from the point of view of its members

She advised Dirlango Trading & Investments Limited – majority shareholder of iTaxi.pl sp. z o.o. which applied for PLN 8 MM in total (equity funds) from Experior Venture Fund, established in cooperation with the National Capital Fund

She took part in the project of application for funding in the form of shares carried out by Dirlango Trading & Investments Limited  (controlled by Łukasz Wejchert and Maciej Żak), including the preparation of documents which introduce new corporate governance regulations for the fund, taking into account the equity participation of the new financial investors

She advised the Client in the investment process. The purpose was to acquire 100% of shares in two companies from the waste management sector, which included legal and tax-related due diligence analysis of those companies, as well as preparation and negotiations of transaction documentation

She participated in obtaining acquisition funds for a company which intended to purchase a wind farm managing company ; she negotiated the respective loan documentation with an insurance package

She advised in a project which required a comprehensive legal assistance for establishment of a joint venture in the form of limited partnership on the bookselling market and preparation of a package of documents, including i.a. partnership agreement and corporate governance for the limited partnership

She participated in a project involving legal assistance in matters of joint venture in the gastronomy sector