About me 

I focus on commercial law in the broad sense, equity markets, and regulatory issues. I have specialist experience in corporate advisory, both for private and public companies, acquisitions, and asset management optimization with partnerships and investment funds. I advise fund managers on matters involving both UCITS and Alternative Investment Funds (AIFM).

Chambers Europe 2015 and other international rankings have given me recommendations, reflecting clients’ recognition of my expertise in the investment fund industry. One of the respondents emphasized: “Inga Dulska makes lawyers work together as a team and their effects are invariably accurate and timely.”

IFLR1000 Ranking 2014 also spoke highly of me, saying: “Among lawyers from international law firms in Warsaw, Inga Dulska is the best expert on investment fund law.”

Inga Dulska

Curriculum vitae

A qualified lawyer (radca prawny) with more than 15 years of experience, I graduated law at Warsaw University, started my career at Bąk Marszałek Szczepankowski and Partners, then joined Salans – now operating as Dentons – where I still work today.

My primary area of activity is advisory for businesses and sole proprietorships. I also routinely handle a wide variety of matters involving civil, commercial, administrative, employment and regulatory law.

Through working relationships with tax advisors and lawyers of various specializations, as well as law firms in foreign jurisdictions, I have the capacity to provide clients with a comprehensive service for projects both within Poland and cross-border. Moreover, I maintain professional contacts with notaries, enforcement officers, financial auditors, certified translators and other consultants.

I have specialist experience in optimization of asset management and restructuring through the use of investment funds and partnerships, in particular for property management. I advise fund managers on both UCITS and Alternative Investment Funds (AIFM).

I have extensive knowledge in advising on corporate issues, for both private and public trading companies, and on acquisition transactions. I advise on contractual relationships and consumer issues. I also provide day-to-day service for commercial law companies, foundations and associations, including corporate transformations (mergers, mergers, liquidation).

I provide legal advice on regulatory issues to the financial sector (banks, brokerage houses – implementation of MiFID I, MiFID II, PRIIP, IDD) as well as to entities from the insurance sector.

Thinking always ahead, thinking always of trying to do more, brings a state of mind in which nothing is impossible.

Henry Ford

Practice 

Corporate

Corporate

  • creation, transformation, merger, division and liquidation of companies
  • day-to-day service, advice to the management board and other corporate bodies
  • restructuring
  • M&A transactions
  • obtaining financing
Regulatory

Regulatory

  • investment funds (AIFM, UCITS), management
  • public companies
  • banks
  • brokerage houses
  • insurance companies
Commerce

Commerce

  • drafting and negotiating contracts
  • handling transactions
  • legal due diligence of businesses
  • obtaining financing for current operations and transactions
Real estate

Real estate

  • legal due diligence of real estate
  • handling transactions
  • financing the acquisition of real estate
  • permits for acquisition of real estate by foreigners
Work and Employment

Work and Employment

  • drafting contracts and employee regulations
  • negotiating contracts
  • advice on terminating employment contracts
Public companies

Public companies

  • advice on conducting public tenders
  • advice on calls to subscribe for sales of shares
  • advice on reporting obligations of public companies and investor relations
  • advice on exercise of shareholders’ rights and obligations
  • advice on de-listings

Project examples 

M&A, FINANCING 

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M&A, FINANCING 

  • advice to sellers with respect to selling a stake in an IT company to a third party
  • advice on and preparation of full documentation in connection with an issue of bonds and subscription warrants
  • advice to investors in respect of investment into the IT company active on tourism services market
  • drafting and negotiating numerous contracts for the sale of shares, shares, investment certificates and bonds
  • drafting and negotiating shareholders agreements for joint stock companies, limited liability companies and limited partnerships
 

INVESTMENT FUNDS 

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INVESTMENT FUNDS 

  • comprehensive advice on the establishment of a closed-end non-public investment fund and the transfer of client assets and corporate restructuring of special purpose vehicles (merger and transformation) – over 30 projects completed
  • comprehensive advice on entry of a Swiss client to a securitized closed-end investment fund, day-to-day service, advice on investment exit
  • renegotiation of contracts between investors and investment fund companies
  • negotiating on behalf of the depositary custodian service agreements with investment fund companies
  • advice to an investment fund company on regulatory requirements
 

CORPORATE ADVISORY 

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CORPORATE ADVISORY 

  • advice to a real estate group on corporate issues relating to special purpose vehicles, including on all issues relating to restructuring – transformation, merger, liquidation
  • day-to-day legal advice on corporate issues for joint stock limited liability companies, limited liability companies, limited partnerships and registered partnerships, including the development of corporate documentation, representation of companies before the registry court, corporate governance
  • drafting and negotiating numerous contracts for the sale of shares, shares, investment certificates and bonds
  • drafting and negotiating shareholders agreements for joint stock companies, limited liability companies and limited partnerships
 

REGULATORY 

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REGULATORY 

  • advice to Polish banks and brokerage houses on the implementation of MiFID I, MiFID II, PRIIP and IDD requirements and consumer regulation requirements (some projects in progress)
  • negotiating on behalf of the depositary custodian service agreements with investment fund companies
  • drafting custodian service agreements for the depository
  • advice to an investment fund company on regulatory requirements
  • advice to entities rendering services to financial institutions on regulatory issues
  • advice on cross-border activities of investment institutions
  • advice to start up on regulatory issues aiming in obtaining registration of AIF manager
  • representation clients against Polish Financial Supervision Authority
 

intellectual property 

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intellectual property 

  • drafting and negotiating computer software licensing and licensing agreements
  • drafting and negotiating website creation and branding agreements
  • Polish and European trademark registrations
 

DUE DILIGENCE 

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DUE DILIGENCE 

  • legal due diligence of companies acting in various business sectors, including:
    • IT sector
    • real estate sector
    • financial sector
  • legal due diligence of compliance with regulatory requirements of the investment fund company
 

START UP 

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START UP 

  • comprehensive legal advice for a start-up (lending circle business), primarily on corporate governance, various forms of business finance, product documentation issues
  • legal advice for a start-up (alternative investment company) on regulatory requirements
  • renegotiating a managerial contract, negotiating an employment contract
  • drafting and negotiating computer software licensing and licensing agreements
  • developing and negotiating website creation and branding agreements
  • Polish and European trademark registrations
 
Project examples

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