Management Contracts

The GJW Law Firm provides comprehensive legal assistance to Clients in establishing, determining, modifying the terms, suspending the execution, and terminating management contracts concluded with executive management members – in particular, with members of management and supervisory boards, as well as top-level executives. We help our Clients avoid problems associated with the employment of executive staff. We advise both employers and individuals considering concluding a management contract or those who are currently executing one.

Legal advisory of the GJW Law Firm regarding management contracts includes, in particular:

• advising on the selection of the optimal method of employing managers,

• drafting the content of management contracts: management services agreements, board member agreements, enterprise management agreements, or mandate contracts, 

• analyzing and reviewing management contracts drafted by the employer,  

• drafting and analyzing provisions regarding a board member’s non-compete obligation, confidentiality, and liability for damages, 

• preparing post-employment non-compete clauses and the rules for paying compensation for the non-compete obligation after the contract’s termination, 

• conducting negotiations regarding employment terms prior to concluding the aforementioned agreements, as well as providing ongoing legal consultations during negotiations,  

• representing Clients in registry proceedings before the registry court related to the hiring and dismissal of executive staff, and preparing the relevant registry documentation to effectuate these changes (including drafting resolutions for the governing bodies of commercial companies),  

• preparing specialized legal opinions in the field of labor law,  

• conducting labor law due diligence in commercial companies,  

• training executive staff in labor law.  

We draft management contracts in a manner that ensures realistic protection of the company’s interests while simultaneously motivating the manager to achieve specific business goals.

Special Management Contracts

We have extensive experience in drafting contracts compliant with the requirements of the Act of March 3, 2000, on remunerating persons directing certain legal entities, as well as the Act of June 9, 2016, on the rules for shaping the remuneration of persons directing certain companies.

We ensure the proper securing and long-term protection of the interests of enterprises that, due to their larger scale of business operations, specific subject of activity, or ownership structure, are subject to more restrictive labor law requirements.

Management Contracts from an Accounting and Tax Perspective

Thanks to our permanent cooperation with tax advisors and accounting experts, we also provide our Clients with professional legal advisory regarding management contracts from the perspective of the Social Insurance Institution (ZUS) (social security contributions, health insurance contributions) and taxation rules. We also advise in situations where the management contract is executed as part of a business activity (B2B model), analyzing the consequences of such a cooperation structure. We seek optimal accounting and tax solutions for the execution of management contracts for our Clients.

Litigation Arising from Management Contracts

Disputes related to management contracts most often concern financial settlements and the principles of the parties’ liability. We represent Clients in court proceedings arising from the execution, termination, or notice of termination of a management contract.

We handle cases regarding remuneration in management contracts, including disputes over bonuses, severance pay, the achievement of management goals, and other benefits stipulated in the contract. We also analyze the validity of pursued claims and the consequences of the manager’s non-performance or improper performance of duties.

We represent Clients in cases where the management contract was executed in a B2B model, within the framework of a conducted business activity. In such cases, tax and contribution settlement issues are of significant importance, as is the risk of reclassifying the B2B cooperation as an employment relationship.

We have experience in disputes concerning the levying of social security contributions on a management contract, establishing social insurance coverage, and breaches of a board member’s non-compete obligation. We provide comprehensive litigation support – from risk analysis to representation in court.