Domanski Zakrzewski Palinka

Full-Service Law Firm in Poznan, Poland

Domanski Zakrzewski Palinka

ul. Paderewskiego 8
Poznan 61-770

Phone+48 (61) 642-4900
Fax +48 (61) 642-4950

E-mail  Contact Piotr Andrzejczak

Other Offices: Warsaw  Wroclaw  

Free ConsultationFree Consultation

Law Firm Overview

Domański Zakrzewski Palinka (DZP) is a leading commercial law firm based in Warsaw, Poland. Through its extensive network, the firm has a global reach and has helped clients around the world meet their legal needs. The firm was established in 1993 and has since gone on to become the largest independent law firm in Poland, with a legal team of over 120 experts and 22 partners. The firm has established a reputation in Poland as well as internationally for their high standards of service.

The law firm of DZP provides an extremely comprehensive set of legal services related to the commercial and financial sectors, and has had the privilege of representing several highly distinguished clients. The firm offers services ranging from arbitration and contract disputes to public finance and TMT (technology, media, and telecommunications), and everything in between. The firm utilizes its teams of attorneys as well as external experts to offer timely and cost-efficient service to companies all around the globe and offers services in all major languages.

No matter what your legal needs may be, the law firm of Domański Zakrzewski Palinka is here to ensure that your goals are met. The firm’s attorneys have worked with clients of all sizes, from small startups all the way up to large, multinational corporations, and understand how to tailor their approach to every case to suit the unique needs of each individual client.

Languages: Polish, English, German, French, Russian, Spanish, Italian

Areas of Law

Additional Areas of Law: Foreign Direct Investments/Investment Incentives; State Aid; Financial Institutions; Public Procurement; Environmental Protection; Intangibles Law; Personal Data Protection; Power Sector; Iberian Market; Italian Market; German Market; German Market.

Areas of Law Description


DZP represents corporations, authorities and state-owned enterprises in proceedings before both institutional and ad hoc arbitration courts. DZP’s lawyers act, inter alia, as attorneys-in-fact in investment cases before the Arbitration Tribunals in Zurich, Brussels and Paris, and also in domestic and international corporate cases, for example, before the Tribunals in Vienna and Paris based on various rules (ICC, UNCITRAL). Many members of the firm's Litigation Practice are renowned arbitrators in both domestic and international tribunals (e.g. Paris, Vienna). The firm advises on:

• Domestic arbitration proceedings
• International commercial arbitration
• International investment treaty arbitration

Bankruptcy Law

DZP offers full-range advisory on matters associated with insolvency and bankruptcy, for example:

• Development of restructuring scenarios outside bankruptcy procedures, e.g. negotiating debt restructuring terms and conditions
• Advise on the selection and establishment of security in the event of business partner insolvency
• Drawing up petitions in bankruptcy
• Filing claim submissions
• Representation of clients in bankruptcy proceedings and in contacts with bodies running proceedings
• Advise on the development and implementation of arrangement proposals
• Running proceedings to exclude third party property from bankruptcy estate
• Advise on the acquisition of property from bankrupt entities
• Advise on cross-border bankruptcy proceedings.

Capital Markets

The firm advises public companies and financial institutions on capital market transactions. It provides legal services for IPOs, secondary share offerings, together with bond and convertible securities issues. The team handles all kinds of mergers and acquisitions ranging from extremely complex and lengthy ventures to small projects. In each case the work is undertaken to the highest standards, implementing the planned timetable on time and avoiding unnecessary formal risks. The firm also advises companies on market communiquιs, fulfillment of reporting requirements, and clarification of legal issues with regulatory institutions. DZP has a great deal of experience in representing clients before the Polish regulatory authorities, particularly the Financial Supervision Authority and the Stock Exchange.

Competition and Consumer Protection

Legal safety depends, to a growing extent, on companies ensuring that they operate in compliance with the requirements of competition law (anti-monopoly law) and consumer protection law. Specialist DZP lawyers provide professional advisory in the form of:

• Assessing whether planned activity complies with both competition and consumer law
• Representing clients in proceedings before the President of the Competition and Consumer Protection Office (UOKIK) involving restrictive practices, abuse of a dominant market position, and practices infringing collection consumer interests
• Assessing whether a contemplated transaction has to be notified to the UOKiK President
• Drawing up concentration applications and representing clients during anti-monopoly proceedings run by the UOKIK President in matters related to concentrations
• Representing clients in court proceedings
• Identifying practices infringing collection consumer interests

Competition Law

DZP provides advice on matters associated with unfair competition including product counterfeiting. In the new, ever-changing market conditions, measures have to be put in place to safeguard against unfair competition. The firm's awareness of practices such as ambush marketing and virus marketing and new areas of advertising on social networking sites enables its lawyers to reliably identify the risks arising from infringing the law and to give their clients specific recommendations.

The firm has extensive experience with misleading advertising, comparative advertising and protection of branded products. On the client’s request, DZP analyses manifestations of unfair competition, draws up legal opinions and reports, runs negotiations and represent clients in related disputes.

Constitutional Law

The firm offers constitutional and regulatory advisory to companies, sector associations, chambers of commerce and other public institutions that need professional and comprehensive legal analyses of normative acts and bills. It also assesses the effects of acts and bills on business. DZP's analyses and monitoring of the work carried out by the Polish government and Sejm (lower house of parliament) can help to reduce the so-called legislative risks arising from frequent amendments to the law and the negative effects these amendments can have on a company's operations.

The firm also advises public authorities on constitutional and administrative-business law, especially in terms of improving the legal conditions for business operations, assessing the quality and effectiveness of individual legal solutions, streamlining and improving the legislative process, and limiting excessive administrative burdens imposed on businesses.

Contract Law

DZP advises on all issues associated with the execution, termination, and performance of both domestic and international civil contracts, particularly the following:

• Drawing up, negotiating and issuing opinions on contracts
• Advising clients during contract performance
• Help identifying and bringing claims arising at the implementation stage

The firm provides full-range services involving the preparation and introduction of general terms and conditions of sale/service performance, and advises on selecting optimum contractual solutions to secure the interests of its clients, with special focus on identifying and securing the various types of risk, including tax risks, related to drawing up and negotiating contracts.

Corporate Law

Corporate law is one of DZP's leading specializations. The firm advises entities with both Polish and foreign capital on, for example:

• Setting up companies, branches and representative offices
• Planning optimum capital group structures in tax and legal terms
• Shareholders agreements
• Shareholder disputes
• Day-to-day corporate matters, also including corporate secretarial work
• Authorities of capital companies
• Liquidation of businesses
• Representing shareholders at shareholders’ meeting and general meetings
• Representing companies in registration proceedings

Energy and Natural Resources

DZP provides comprehensive legal assistance to entities operating in the conventional, nuclear and renewable energy sector, to companies in the cogeneration and heating sector, and entities operating in the gas and liquid fuels sector, including leading domestic and international energy concerns. Within this specialization the firm provides:

• Full legal support in the implementation of new and upgrading investments
• Full-range regulatory advisory, mainly in concession and tariff proceedings, and in proceedings involving a refusal to execute energy agreements, and other proceedings before regulatory authorities
• Legal audits of whether provisions of energy law and related laws are properly applied
• Legal assistance with drawing up, negotiating and implementing contracts for the sale, transmission and distribution of fuels and energy, network interconnection contracts, contracts on storage of gas and fuels, ticket and tolling agreements, and also the trade in emission rights and rights under certificates of origin
• Restructuring advisory for energy firms
• Legal support in affiliating clients on the energy exchange and in connection with the cross-border trade in electricity, gas and liquid fuels
• Advice on securing contractual positions in various transactions in the energy industry
• Services for M&A transactions in the energy industry
• Expertise and legal opinions on European law and its impact on the operations of energy businesses.

Environmental Protection

DZP has many years’ experience in various segments of environmental law, including legal aspects of environmental impact assessments, water protection, air protection, climate law, waste law, protecting the surface of the Earth, protection against onerous administrative requirements and legal liability in terms of environmental protection. Services include:

• Drawing up legal opinions on and analyses of selected Polish, EU and international environmental law regulations and waste law
• Providing comprehensive environmental law advisory during merger and acquisition transactions and during market listing; the firm also carries out legal environmental audits
• Handling proceedings before environmental authorities, voivodeship administrative courts, the Supreme Administrative Court and common courts
• Advising on compliance assignments (compliance of documents with international application with Polish and EU laws)
drawing up or giving opinions on draft documents on environmental protection and waste management (contracts, rule, resolutions)
• Providing co-operation with renowned technical environmental advisers

EPC Contracts

DZP renders legal advisory on all issues related to contracts executed during investment processes and in particular draws up, negotiates and issue opinions on, for example:

• Construction contracts and EPC contracts (including those based on FIDIC standards)
• Design work and project architect supervision contracts
• Investment supervision agreements
• Agreements with utilities suppliers
• Contracts with subcontractors

The firm advises on all issues associated with managing the above agreements and contracts during performance, with special focus on reporting, checking and bringing performance-related claims.

European Business Law

DZP offers the services below:

• Supporting clients as regards protection of intangibles rights taking into account the EU market through help with, e.g. observing European patents, European trademarks and industrial designs, and with registering rights in international procedures
• Defending clients in proceedings involving competition law (notifying concentrations, advising in cartel proceedings, filing appeals with competition authorities) before competition protection authorities and EU courts
• Advising contractors and contracting entities in connection with public procurement and PPP procedures and concessions projects on all aspects of European law, including, e.g. aspects relating to matters and persons covered by public procurement regulations
• Advising businesses and public administrative authorities on environmental business law, including EU aspects of waste management and transboundary movements of waste, emissions rights trading, and IED requirements and safe use of chemicals (REACH)
• Help with obtaining state aid, including preparing and implementing projects subsidized from EU funds, e.g. in terms of compliance with regulations on the use of EU funds and support granting terms and conditions, in proceedings involving so-called financial adjustments imposed on beneficiaries of EU funds and in dispute proceedings over EU aid granted
• Representing clients in consultations and in administrative and judicial proceedings before institutions such as the European Commission and the European Court of Justice, and also before other specialist agencies (e.g. OHIM, JASPERS)

Financial Institutions

DZP provides financial institutions with full-range services, advising on transactions involving:

• Debt financing and restructuring
• Municipal project financing
• Regulatory and corporate advisory
• Equity financing
• Financial restructuring of capital groups and related change of control aspects
• Financial asset acquisitions and sales

The firm's lawyers dealing with mergers and acquisitions in the financial institution sector are some of the most experienced on the Polish market. DZP has been involved in several dozen M&A transactions in the financial institution sector, including the largest transactions of this type in Poland.

Insurance Law

DZP offers:

• Advice on the execution of insurance contracts, negotiating additional clauses with insurers to be incorporated in policies to protect its clients’ interests, and the removal of or amendments to clauses that limit the insurer’s liability
• Insurance audits indicating the legal risks arising from the provisions of insurance agreements executed and advice on what additional clauses should be incorporated in or removed from policies
• Advice on claiming compensation from insurers, analyzing the extent to which the insurance covers damage sustained, helping clients choose the optimum damage calculation method and supporting them when notifying insurers of claims
• Advice on disputes with insurers over refusals to pay compensation
• Advice on transactions involving the take-over, acquisition and sale of companies in the insurance sector
• Advice on creating and marketing new insurance products, drawing up model policies and general terms and conditions of insurance and also product distribution agreements
• Compliance – the firm helps insurance sector entities create and implements internal monitoring and legal risk management systems
• Advice on insurance agency in terms of drawing up draft agreements for agents and rules and instructions, and advice on developing commission systems for insurance agents

Intellectual Property Law

DZP advises Polish and international firms on how to protect utility designs, know-how, trade secrets and copyrights. The firm’s services include:

• Representing the client in proceedings before the Patent Office and courts over trademarks, service marks, industrial designs and patents
• Advising on the transfer of rights to trademarks and other brand and company marks
• Advising on copyrights and neighboring rights and on inventions, particularly patents for inventions, protection of utility designs and transfer of such rights
• Representing firms in negotiations and disputes over infringement of intellectual and industrial property rights
• Advising IT, TMT and eCommerce firms on resolving problems specific for their operations
• Protection of personal rights and anti-crisis measures in the event of infringement, e.g. helping clients to react quickly to any infringement and bringing claims for redress in court in the form of corrections, apologies and payment of compensation
• Advising on customs proceedings involving monitoring and seizing imported goods at the customs clearance stage, seeking importers, producers and distributors
• Management, rationalization and audits of intellectual and industrial property rights

Labour Law

The firm renders full-range advisory to Polish and international firms in all sectors on legal aspects of employment. Its services include:

• Advising on collective employment relations, collective bargaining agreements and other agreements between employers and employee representatives
• Collective disputes and negotiations with trade unions
• Take-over of personnel, and restructuring and integrating employee teams
• Group redundancies
• Analyzing and drafting employment documentation, e.g. work and pay rules, company policies and ethical principles,
• Pension, option and other schemes
• Drafting individual employment, co-operation, management, and non-compete contracts, etc
• Business immigration (legalizing the work and stay of foreigners employed in Poland)
• Employment termination
• Representation in labour courts at all instances
• Health and safety at work and protection of special employee groups (e.g. pregnant women)
• Working time organization and settlement
• Discrimination in the workplace, including mobbing; drawing up good employer practices that help avoid court cases


The firm handles, for example, corporate court cases over investment settlements, payment of compensation, and personal data protection. Before a dispute is examined by the relevant institution, DZP aims to resolve disputes at the pre-court stage by way of mediation, settlement and conciliation proceedings. On their clients’ behalf, the firm also runs negotiations aimed at achieving the desired outcome without initiating court proceedings. DZP provides legal assistance with:

• Civil proceedings in common courts and the Supreme Court
• Administrative court proceedings
• Administrative proceedings in dispute situations
• Mediation and ADR
• Pre-trial advisory
• Criminal, penal fiscal and enforcement proceedings

Mergers, acquisitions and restructuring

Advisory on mergers, acquisitions and restructuring of capital companies and groups with a national and international range is one of main areas of the firm’s business. DZP advises clients on matters involving, for example:

• Sale and purchase of company shares
• Sale and purchase of businesses
• Legal and tax due diligences (also vendor due diligences)
• Joint venture and shareholders agreements
• Capital group restructuring
• Company mergers
• Company demergers
• Transformations
• Participation in the privatization of state-owned businesses

Pharmaceutical Law

DZP's advice covers problems associated with medicinal products, dietary supplements, foods for special nutritional purposes and medical devices, including:

• Developing marketing structures, including international structures (particularly pricing and reimbursement rules)
• Drawing up distribution and marketing agreements, obtaining the required manufacturing and marketing licences, advising during wholesale distribution and retail sales carried out for pharmacies
• Withdrawing medicinal products from the market
• Support with mergers and acquisitions between entities operating on the pharmaceutical and food markets
• Drawing up internal procedures to regulate marketing activity and minimize legal risks arising from the company’s day-to-day • Operations and contacts between the company’s employees and healthcare workers day-to-day co-operation in assessing advertising and promotional communiquιs and proper marking of medicinal products, medical devices, dietary supplements and foods for special nutritional purposes, also in tax matters
• Support in proceedings to have products listed as reimbursable and in setting official prices
• Running training sessions on legal regulations for medical representatives, regional management and marketing staff
• Advising sector organizations, especially on the legislative process
• Support in organizing and day-to-day running of clinical trials, including drafting agreements, applications and correspondence with supervisory authorities
• Professional support and representation in disputes with public authorities supervising the pharmaceutical sector, e.g. Main Pharmaceutical Inspector, Main Sanitary Inspector, local sanitary inspection authorities, voivodeship pharmaceutical inspectors and the National Health Fund

Public Finance and Public Services

DZP advises entities in the public finance sector on matters involving public services, especially those related to:

• Choosing the form in which public services will be performed, including rules for contracting to private businesses or internal entities in accordance with the 'in-house' doctrine (municipal companies, budgetary entities)
• Analyzing opportunities and rules for providing services in accordance with the system for services provided in the general economic interest
• Setting up and transforming local authority units (e.g. liquidation, transformation)
• Assessing transactions, including undertakings carried out by a public-private partnership (PPP), in terms of whether they should be included in public debt (guarantee nature of financial liabilities)
• Issues related to tariffs and payments for public services
• Matters involving breach of public finance discipline

Public-Private Partnership and Concessions

DZP provides full-range legal assistance, in particular:

• Development of entire legal structures for ventures based on the sector specifics of a given transaction
• Analysis of ventures in accordance with both Polish and EU laws, including state aid regulations, public procurement law, and also opportunities for ventures to be carried out using EU funds (hybrid ventures)
• Identification of the optimum form for a venture and the investor selection procedure, including rules on setting up public-private companies
• Advising on establishing structures for consortia of private entities and on relations with subcontractors or co-operating entities
• Drawing up tender documentation for the entire process
• Developing negotiating strategy based on competitive dialogue rules or negotiating procedures
• Running dialogues and negotiations
• Drawing up and negotiate public-private partnership agreements and concession contracts, and represent clients in appeals before the National Appeal Chamber and common and administrative courts

Public Procurement

The public procurement team provides comprehensive legal advisory to contractors and contracting parties at all stages of the proceedings and during performance of public contracts. DZP's advisory services for contractors includes:

• Assistance with developing a strategy for participating in proceedings
• Identifying and eliminating risks associated with proceedings and performance of public contracts
• Formal legal support at all stages of the proceedings (drawing up tender documentation, responding to contracting party’s requests, etc.)
• Applying legal remedies, representation before the National Appeal Chamber and courts of law
• Advisory during public contract performance (disputes with contracting parties)
• Advisory on the execution and performance of contracts with the authorities, consortium partners, subcontractors and other business partners

Real Estate

DZP provides legal advisory on all real estate matters, particularly:

• Taking into account tax and financial aspects, developing real estate transaction structures
• Advising on the sale and purchase of real estate
• Advising on giving real estate over to third parties for use
• Carrying out due diligences of real estate and advise on how to eliminate negative due diligence findings
• Advising on the establishment and removal of encumbrances on real estate, including limited property rights
• Advising on all civil and administrative law aspects of real estate development, particularly on spatial planning and investment processes
• Advising on sale-and-lease-back transactions
• Advising on real estate management and commercial use
• Handling court, administrative and court-administrative proceedings concerning real estate, including reprivatization claims and investment processes


DZP provides legal advisory to former owners of nationalized real estate and their legal successors and to current owners (usufructuaries) of such real estate. In particular the firm:

• Carries out legal analyses of nationalized real estate in terms of the expediency of initiating or continuing already initiated reprivatization proceedings and to develop strategies to defend against reprivatization claims
• Represents clients in all types of court and administrative proceedings involving nationalized real estate
• Carries out legal analyses of real estate in terms of reprivatization claims and assesses the legal risks arising from trading and investing in such real estate
• Advises on inheritance law for the purpose of bringing reprivatization claims
• Provides full-range services associated with reprivatization claims

Special Economic Zones

DZP provides comprehensive legal advisory to investors, their business partners and the public sector, at all stages of investment planning and implementation, including:

• Developing the legal structure for an investment based on sector specifics and opportunities to obtain state aid
• Advising investors and municipalities on the terms and conditions for obtaining real estate tax exemption, including drafting resolutions for municipality councils
• Drawing up investment agreements between investors and local authorities and other entities involved in the investment process, also with special economic zones (SEZ)
• Representing investors in negotiations with local authorities and other entities involved in the investment process, including SEZ
• Drawing up tender documentation for the purpose of tenders and negotiations announced by a SEZ and representing investors in these tenders and negotiations
• Representing investors in proceedings before the Ministry of the Economy to change permits to operate in a SEZ
• Advising on investment location, including issues relating to state aid

State Aid and EU Funds

DZP provides comprehensive legal advisory on state aid and structural funds also under Polish law. The firm co-operates with the institutions implementing the structural funds system, with the entities extending aid, and with state aid beneficiaries. DZP also works together with the State Aid Monitoring Department at the Competition and Consumer Protection Office (with regard to notification proceedings) and with law firms in Brussels specializing in this field.

Tax Law

The firm's tax advisory on transactions involving the sale and purchase of shares, businesses and assets covers:

• Assessment of the tax implications of investments and ventures carried out
• Assistance with developing tax effective investment strategies, financing models and capital and business restructuring scenarios
• Transaction advisory covering due diligence, transaction structuring, analysis of transaction documentation and tax advisory during integration
• Advisory on taxation of management and key personnel in connection with a planned investment or restructuring
• Tax structuring of investments carried out by a public-private partnership and preparation of investments in SEZs

Technology, Media, Telecommunications

DZP works with international and Polish firms in the telecommunications sector, providing advisory on various aspects of their market presence, for example resolving regulatory disputes, negotiating and drawing up operator, distribution and other agreements. The firm's experts also advise on legal issues associated with IT, e.g.:

• Drawing up and negotiating agreements for the implementation of computer software (SAP, Oracle)
• Preparing licence agreements, software update agreements, and general terms and conditions for the supply of software and equipment
• Negotiating various types of agreement typical for the IT sector, e.g. SLA implementation agreements, IT outsourcing agreements, requests for proposals

The firm advises many leading Polish and foreign press and literature publishers on distribution systems, distribution agreements, press registration, protection of intellectual property rights, newspaper formats and disputes over personal rights. It has in-depth awareness of business practices regarding film, television, radio and advertising production entities.


DZP advises clients in the transport sector: road, rail, air, sea, logistics, public transport, transport financing and organization, on all areas of their business. The firm's advisory is based not only on provisions closely linked to the transport sector, but also on state aid law, public finance law and other laws related to transport financing. In its advisory, DZP takes into account the possibility of using public-private partnerships and concessions for works and services. The firm's services include:

• Developing investment structures, including vehicle purchase projects, taking into account project financing issues
• Preparing specialist legal analyses on running business in the transport sector
• Modelling and implementing projects involving public services, including drafting and negotiating public service contracts
• Running disputes over transport and transport financing activity
• Advising on regulatory issues and international agreements
• Participating in sector mergers and acquisitions


Piotr Andrzejczak Mr. Piotr Andrzejczak
Administrative Law, Business Formation, Commercial Law, Contracts, Corporate Law

Bogusław Kapłon Mr. Bogusław Kapłon
Commercial Law, Employment, Labor


  • District Chamber of Legal Advisers in Warsaw
  • District Chamber of Legal Advisers in Poznań
  • International Bar Association
  • Best Lawyers Advisory Board

More Information on Domanski Zakrzewski Palinka

Poznan, Poland Corporate Law Firm
Capital Market Law Office in Poznan, Poland
Poznan, Poland Contract Lawyers
Intellectual Property Law Firm in Poznan, Poland
Poznan, Poland Real Estate Law Office
Insurance Lawyers in Poznan, Poland
Poznan, Poland Pharmaceutical Law Firm
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