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Marta Kowalczyk

Legal Structure Analysis

Marta Kowalczyk

biuro@alians-dyplomacja.pl

Share structure auditIntellectual property protection in ITInvestment contract securityLegal risk analysis

Hard data at the service of founders

Marta has been analyzing documentation for 9 years that decides who really rules in a company. At Alians Business Diplomacy, she makes sure that gaps do not appear in contracts through which real control over the company escapes. In 2024 alone, she analyzed 84 share structures for clients in the IT sector. Her work begins where pleasantries end and the hard game for shares starts. Every report she prepares is based on facts and specific legal clauses, not on general assurances.

Effective IP protection in practice

When it comes to intellectual property protection, Marta makes no compromises. In June 2023, she helped a software house in Katowice regain full rights to code that had been incorrectly described in a contract with an external contractor. This one error could have blocked an investment round worth 1.3 million PLN. Marta checked 157 pages of technical and legal documentation, finding 3 key errors in the definitions of economic rights. Thanks to her intervention, the company maintained a tight IP structure and closed the investment on time.

Money likes silence and order

She specializes in pre-investment audits that usually last from 4 to 6 business days. Marta does not write long, unclear discourses. Instead, she delivers a list of specific threats. Over the last 16 months, she detected 7 critical errors in company contracts that could have led to founders losing decision-making power to VC funds. Her approach is simple: every zloty invested in a company must be reflected in a secure and clear division of power that will not change after the first difficult board decision.

Protection against hostile clauses

In 2022, Marta effectively blocked 3 unfavorable drag-along clauses in our clients' contracts. These clauses, if they had come into force, would have forced the founders to sell shares at a price far below the market. Her experience allows her to catch such traps at an early stage of negotiations. A graduate of the Faculty of Law at the University of Silesia (class of 2014), she believes that a tight share structure is the foundation upon which a lasting business is built. If a structure lacks even 0.5% for full control, Marta will find a way to fix it.

Methodical work on the structure

Marta believes that a good contract is one that doesn't have to be pulled out of a drawer after it's signed. Working for Alians Business Diplomacy, she focuses on making sure every client knows exactly what they are signing and what effects it has on the next 3 or 5 years of the company's development. Sometimes, in the analysis process, she advises against quick moves, pointing out hidden legal costs. She respects clients' time, which is why she communicates briefly and specifically. If the documentation is faulty, she says so straight out, without beating around the bush, which saves real money even before entering the negotiation room.