Rafał Szalc is a Managing Partner and Founder of GSW Legal, an associated office of GRATA International in Poland. He is a Head of corporate, capital market and securities law practice.

The area of his expertise embraces capital market and private equity transactions, advisory services in investments, corporate matters and managing corporate conflicts, conducting mergers and acquisitions as well as securities issuing and trading. Rafal has also an extensive experience in structuring transactions, contract law and negotiations.

He has provided legal assistance in projects such as: initial public offerings, takeovers and reverse takeovers including transactions of listed companies, acquisition of a re-assurance company, as well as transactions of acquisition and aircraft lease. He has acquired a significant experience in providing advisory services in terms of bond issues, including those requiring complex collaterals.


  • 2002 - University of Warsaw, Faculty of Law and Administration;

  • 2003 - University of Warsaw, Finance and Banking.


  • Finance & Securities;
  • Corporate Law;
  • Contract Law;
  • Real Estate;
  • Intellectual Property;
  • Incorporation.

Industry sectors:

  • Industry & Trade;
  • Construction and Infrastructure;
  • Law Firms;
  • Transport & Telecommunications.


  • District Chamber of Polish Bar Association, Warsaw, Poland.


  • Polish (native);
  • English;
  • Russian.


Private Equity:

  • Advising Mazovia Capital (a private equity investment fund) in negotiations for investment in a start-up company carrying out software development business;
  • Advising a minority shareholder and director of a food court business in structuring a joint venture with strategic investor and investment and negotiations of an investment and shareholders agreement;
  • Advising iPOS S.A. (Polish manufacturer of point-of-sale terminals - fiscal printers) and its founders in structuring and carrying out strategic investor’s exit transaction and, subsequently, in transaction of obtaining new financing provided by Capital Partners Investment Funds as a private equity investor as well as of additional financing; related renegotiations of the terms of the investment agreement;
  • Advising CREEPY JAR S.A. (Polish computer game producer) in acquiring financing from venture fund (March 2017). The consultancy involved negotiating terms of investment and transactional documentation;
  • Advising Elemental Holding S.A. (a company listed on Warsaw Stock Exchange, one of the largest capital groups in the sector of recycling and trade of recyclable materials in Poland) in pre-IPO investment by Enterprise Investors.

Corporate Law:

  • Advising Point Pack S.A. (a parcels shipment and delivery services provider) in the corporate matters including new corporate governance regulations, exchange of shares and share capital increase;
  • Advising Elemental Holding S.A. and successfully managing a corporate restructuration of the capital group’s Polish part. The project included, in particular, incorporation of new companies, transfers of shares and transformations of companies into partnerships;
  • Advising a minority shareholder of a limited liability company (a co-producer of movies) in a corporate conflict against the majority shareholder, affecting the exit of the company and selling its shares;
  • Advising a minority shareholder and ex-director of a limited liability company (rendering consultancy services for energy procurement) in a corporate conflict against the company and its majority shareholders, ending up with a settlement of all mutual claims and exit of the company;
  • Advising a number of companies listed on Warsaw Stock Exchange or on New Connect market as well as private companies and partnerships in various corporate matters, including business structuring, shareholders agreements as well as companies incorporation, winding up, division, demerger or other types of transformation; disposal of an enterprise, corporate governance issues, organising and carrying out shareholders meetings, process of joining or exiting an enterprise by a partner or a shareholder, issuance of bonds, warrants and shares or management share options.

Mergers & Acquisition:

  • Providing legal support to Elemental Holding S.A. in connection with the acquisition of 51% of shares in Evciler company with the registered office in Ankara, Turkey (one of the major Turkish entities in recycling sector);
  • Advising LOT Aircraft Maintenance Services sp. z o.o. and conducting negotiations of the agreement with the Polish Ministry of Treasury on granting financial support not constituting the state aid;
  • Advising in transaction of selling a film and advertisement production company by its sole owner (in progress);
  • Advising a Polish office furniture manufacturer in structuring and negotiations of a business sale transaction;
  • Taking part in a team advising Canadian financial holding Fairfax Financial Holdings Limited in taking over of 100% shares in Polish Reinsurance Company; transaction included carrying out due diligence and obtaining the consent of Polish Financial Supervision Authority for the transaction.

Capital Market - Equity:

  • Advising Elemental Holding S.A. on the initial public offering (IPO) and admitting its shares to listing on the Warsaw Stock Exchange (transaction value: PLN 61,25 million);
  • Advising in the public offering of 4Mobility S.A. (a car-sharing company) based on the information memorandum (value of the offer up to € 2,5 million);
  • Advising in taking over a company listed on the New Connect market (a company investing in small and medium-sized enterprises), transaction included new shares issuance;
  • Advising in the public offering of a company manufacturing wooden and prefabricated houses, listed on the New Connect market – share offer based on the information memorandum (value of the offer up to € 2,5 million Euro);
  • Advising a group of private investors on a reverse takeover of a Warsaw Stock Exchange-listed company (a national investment fund);
  • Providing legal assistance in a number of private issues of shares of public companies listed on the Warsaw Stock Exchange and within the alternative trading system of the New Connect market.

Capital Market - Debt:

  • Representing Elemental Holding S.A. in negotiations with BRE Bank S.A. (current name: mBank S.A.) with respect to documentation and terms and conditions of two bonds issuance programs of respectively PLN 30 and 100 million organised by the Bank and subsequently, performing the change of collaterals for already issued bonds;
  • Advising a financial sector company in structuring, drafting documentation and carrying out two bond issue programmes of total value up to PLN 120 million;
  • Advising Instalexport S.A. (a construction company) in three independent bond issues secured by collaterals on real estate properties (total value of the issues amounts to PLN 10.3 million), including introduction of bonds to trading on the bonds alternative trading system (Catalyst);
  • Advising Vedia S.A. (a computer hardware trading company) in two independent secured bond issues: i) the issue of bonds of up to PLN 6 million; for refinancing the earlier issue of bonds; ii) the issue of bonds amounting to PLN 4 million; introduction of bonds to trading on the bonds alternative trading system (Catalyst);
  • Advising NFI Magna Polonia S.A. (an investment fund, listed on Warsaw Stock Exchange) in two independent bond issues: i) the issue of secured bonds of PLN 25 million listed on the Catalyst market; ii) the issue of secured bonds amounting to PLN 3 million;
  • Advising DCF Capital S.A. (a financial sector company) in a private issue of secured bonds of PLN 2 million.

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GRATA International in Legal 500 EMEA 2019

Legal 500 has recently released its annual rankings of international law firms – Legal 500 EMEA 2019.

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Managing Partner