Mirosław Fiałek

Practice Areas

Mirosław Fiałek is the founder and partner at the MFW Fiałek law firm. He has almost 25 years of experience in providing businesses with legal advice on mergers and acquisitions, private equity and venture capital investments, corporate restructuring as well as transaction dispute resolution.

He specialises in advising private equity and venture capital funds in structuring and managing transactions, supervising due diligence exercises, preparing and negotiating transaction documentation as well as managing the negotiation process. He also provides support for the day-to-day operations of private equity and venture capital funds and their portfolio companies. Mirosław has worked with most private equity funds present in the CEE region.

He is an acknowledged expert in transactions, applying a commercially focused approach to help clients structure, manage and execute complex transactions. His strengths include in-depth knowledge of transactions’ commercial and legal issues as well as the ability to negotiate complex documentation effectively with a disciplined approach. He has acted on behalf of buyers, founders, companies being the subject of transactions, investment banks, banks and funds financing transactions, in cross-border and multi-jurisdictional transactions as well as in local transactions.

Mirosław has extensive experience in advising businesses seeking investments or founders looking to sell their shares. His profound understanding of the private equity market and over two decades of transaction experience have enabled him to successfully conduct numerous transactions on behalf of private equity funds, companies as well as founders and business owners.

He has been the prime legal adviser to the largest media and telecommunication companies in highly innovative transactions, including advising Montagu Private Equity on its € 432 million acquisition of TP Emitel and Ringier Axel Springer on the € 217.5 million acquisition of Onet. He has been a trusted partner and legal advisor to a majority of the private equity funds operating in Poland and has extensive experience in advising its clients across the entire private equity life cycle, including investments, exits as well as post-transaction disputes and corporate restructuring.

He holds a postgraduate diploma in Intellectual Property Law from the Faculty of Law and Administration of the University of Warsaw as well as a law degree from the Faculty of Law and Administration at the University of Warsaw.

His expertise in M&A and private equity is recognised by his listings in all major legal directories.

Career

Before founding MFW Fiałek, he worked with well-known law firms, including Allen & Overy, Gessel and Peter Nielsen & Partners.

Professional Memberships

Mirosław is a member of the Warsaw Bar Association of Attorneys at Law.

Clients

- Private equity funds: Abris Capital, Cogito Capital Partners, CofounderZone, Innova Capital, Value4Capital, Tar Heel Capital, Advent International, Bridgepoint, ESO Capital, Vantage Capital, Custodia Capital, Emma Capital, Argus Capital, Enterprise Investors, CEE Equity

- Corporations: Solita, Orkla Group, Culligan International, Schindler, Play, Develia, PZU, FB Serwis, CHL, Ceramika Nowa Gala, Konsalnet, Polnord, UPC

- Financial Institutions: Polish Development Fund (PFR), Ipopema, CVI, Kredyt Inkaso, Allianz,

- Enterprises: Scanmed, XBS, Takoni, Renters.pl, Formeds, Grupa Nowy Szpital Holding, Tutore Poland, Music & More, Bielenda, Biomed-Lublin, Picodi.com, Work Service, Ferro, Centrum Rozliczeń Elektronicznych Polskie ePłatności, Lime Access, OCRK, Clovin, Alvo, Pentacomp, Agnella, ZAP Sznajder Batterien, Redan, Fabryka Pizzy, Matexi, Milestone Real Estate

Work Highlights

- Solita – technology, data, and design company – on a project involving investment and integration with Future Mind

- Develia S.A. in connection with the conclusion of a cooperation agreement within a joint venture with investment funds managed by TFI Rockbridge S.A. and Derby Investments sp. z o.o.

- Takoni Sp. z o.o. on the acquisition of 100% of shares in Metkom Król Sp. z o.o. and SW Armatura Sp. z o.o., specialized in pipeline, gas, and power solutions

- CofounderZone fund on the Aleet Sp. z o.o. financing round. CofounderZone acted as the lead investor, angel investors as co-investors and FundingBox fund as the second close investor

- Michał Kołakowski, the majority owner of Arka Gdynia S.A., in concluding preliminary share purchase agreement regarding the sale of 75% of the shares and reaching the agreement on the settlement of the dispute over the title to the sold shares with the club’s previous majority shareholder

- Abris Capital portfolio company Scanmed Group on the acquisition of 100% of the shares in Centrum Rehabilitacji sp. z o.o. with its seat in Chorzów

- Cogito Capital Partners on the Series A investment round in SKY ENGINE AI, a London-based vendor of Generative AI Synthetic Data Cloud platform for deep learning in vision AI, and its Polish subsidiary – Sky Engine Sp. z o.o

- XBS on refinancing its current loans and obtaining an investment loan

- an entity from the Play Group on the acquisition of 51% shares in Phobos Grupa Taurus sp. z o.o.

- Abris Capital portfolio company Scanmed Group on the acquisition of 100% of the shares in Med-Lux sp. z o.o

- the shareholders of Dom Whisky Group’s companies on the sale of 80% of shares to an external investor – United Beverages

- an entity from the Play Group on the acquisition of 100% shares in the Syrion sp. z o.o.

- The shareholders of Renters.pl on the sale of a majority stake in the rental management company to Polish Enterprise Fund VIII, a private equity fund managed by Enterprise Investors

- Orkla ASA on its acquisition of shares in Da Grasso

- Tar Heel Capital on its acquisition of the majority stake in SmakMak

- The shareholders of Grupa Nowy Szpital Holding on the sale of all company shares to PHPL s.r.o. belonging to the Penta Hospitals International Group

- Vantage Capital on its investment in the development of educational facilities based on the Canadian bilingual education system

- A private equity fund on the sale of its majority stake in a portfolio company, including a management buyout

- The founders of ForMeds on their sale of shares to Novastone Capital

- Tutore Poland, a leading company in the educational sector, on its acquisition of the majority stake in LangMedia and its merger with ProfiLingua

- Develia on the joint venture with Hillwood

- Develia on the joint venture with The Heart

- PZU Zdrowie on the acquisition of all shares of a company from the medical industry

- Polish Development Fund on corporate financing projects under PDF’s Financial Shield Programme for Large Companies and the provision of liquidity and preferential financing

- Music & More on acquiring an international financial investor and the acquisition of the minority share of the client’s share capital

- Bielenda Kosmetyki Naturalne (Innova Capital portfolio company) on the acquisition of all shares in SHE Cosmetic Lab

- Develia on the joint venture with Grupo Lar

- Biomed-Lublin Wytwórnia Surowic i Szczepionek on the transaction of obtaining financing for development projects

- Kredyt Inkaso in the proceedings before the Polish Financial Supervision Authority for the approval of the base prospectus of the bond issue programme up to the total amount of PLN 150,000,000

- Shareholders of Picodi.com S.A. on the sale of the majority stake to Méliuz

- Custodia Capital on the acquisition of all shares in Atende Software

- Work Service S.A. on acquiring a foreign investor, including preparing the transaction structure, conducting negotiations, and preparing and signing a conditional investment agreement with Gi International S.R.L.

- Ferro on the acquisition of a majority stake in Termet and all shares in Tester

- Polish ePayments (Centrum Rozliczeń Elektronicznych Polskie ePłatności) on acquiring all of the shares in Top Card

- Lime Access on finding an investor and concluding an investment agreement covering an investment in several tranches

- Schindler Polska on the acquisition of all shares in the share capital of Wrocławskie Przedsiębiorstwo Remontowe Urządzeń Dźwigowych

- OCRK / Innova Capital on acquiring a majority stake in Marcos Bis

- Shareholders of Clovin on the sale of a majority stake to Avallon, a Polish private equity fund

- Schindler Polska on the purchase of all shares in the share capital of Dźwig Polska

- Alvo on obtaining financing from the BHM Group, a Czech fund

- Ceramika Nowa Gala in the process of reviewing strategic options and in negotiations with the Investor

- Pentacomp Systemy Informatyczne on selling a majority share in the company and concluding an investment agreement. As a result of the transaction, the company acquired a strategic investor represented by Lorentz Tech Limited

- V4C Poland Plus Fund on acquiring a minority stake in Dreamcommerce

- ZAP Sznajder Batterien on acquiring all shares in NEF Battery Holding S.à r.l., the majority shareholder in Orzeł Biały

- V4C General Partner S.à r.l on the sale transaction for the business of the Konsalnet group

- Innova Capital on the acquisition of Nuss by one of its portfolio companies, OCRK

Languages Spoken

Polish

English