Category: Poland

Linklaters has advised Echo Investment on the sale of the Face2Face Business Campus office complex in Katowice to a joint venture of Investika and Bud Holdings for over EUR 100 million. Dentons and, reportedly, Crido advised the buyers.

Echo Investment describes itself as the largest Polish developer, with extensive experience in residential, retail and service, and office real estate.

Investika is a Czech retail investment fund. Bud Holdings is a private equity company.

According to Linklaters, the “Face2Face Business Campus consists of two buildings encompassing 47,000 square meters of office space. The complex is leased almost 100% to tenants such as Capgemini, Honeywell, DAZN, Orange, Medicover Polska, and CitySpace.”

Linklaters’ team included Managing Associate Tomasz Trystula, Associate Marta Strykowska, and Junior Associate Joanna Roman.

Dentons’ team included Partner Jacek Jezierski, Senior Associates Paulina Dabek and Marcin Gruszka, and Associates Karolina Kordulska and Paulina Surma.

CMS has advised Robyg, Bank Pekao, and mBank on the company’s PLN 110 million bond issuance.

Robyg is a Polish property developer. According to CMS, “the transaction was related to an earlier redemption of bonds issued by Robyg.”

The CMS team included Counsel Michal Smiechowski, Associate Przemyslaw Kopka, and Trainee Karolina Kosinska.

CMS did not respond to our inquiry on the matter.

Former Counsel Wojciech Marchwicki has been appointed as a Partner with the Hogan Lovells Warsaw office as of January 1, 2023.

Marchwicki, who heads Hogan Lovells’ Dispute Resolution practice in Warsaw, has been with the firm since 2016, having first joined as a Senior Associate. He was promoted to Counsel in 2019. Before joining the firm, he was a Senior Associate with Wardynski & Partners from 2015 to 2016. Between 2006 and 2011, Marchwicki was an Associate at Dentons.

“Wojciech has many years of experience conducting complex, multi-layered court and arbitration proceedings,” Hogan Lovells announced. He specializes in white-collar crime and Polish and international arbitration disputes primarily related to real estate, infrastructure, construction projects, and the financial sector.

Former Hoogells Lawyer Michal Wojciechowski has joined Eversheds Sutherland as a Counsel and the firm’s new Head of Public Contracts.

According to Eversheds Sutherland, Wojciechowski specializes in public procurement law, with “over 15 years of experience in providing legal advice to businesses on matters relating to contracts in the investment process.”

Prior to joining Eversheds Sutherland, Wojciechowski spent over a year with Hoogells as Head of Public Procurement. Before that, he spent almost nine years as Senior Associate with Domanski Zakrzewski Palinka and, earlier still, over two years as an Associate with Garrigues, between 2010 and 2012.

“The new year brings a unique opportunity for me to lead the public contracts team at a renowned law firm with an established position in Poland and abroad,” commented Wojciechowski. “I am convinced that the synergy of this team’s resources will be a strong “bargaining chip” in the public-private market, which is characterized by great dynamism. This makes it all the more important for legal teams to be able to adapt to the surrounding world and offer their services at the highest level.”

Clifford Chance has advised Airbus Defence and Space on the sale of two observation satellites and related systems and services to the Polish Armament Agency.

According to a company press release, “Airbus Defence and Space has signed a contract with Poland to provide a geospatial intelligence system including the development, manufacture, launch, and delivery in orbit of two high-performance optical Earth observation satellites. The contract also covers the associated ground segment, including a direct receiving station in Poland, launch services, training for the Polish team, and maintenance and technical support for the space and ground systems.”

Airbus provides aeronautics, space, and related services. The company has business operations located in Europe, the Americas, Africa, the Middle East, and Asia.

“This contract will provide Poland with one of the world’s most sophisticated satellite Earth observation systems,” Airbus Head of Space Systems Jean-Marc Nasr commented. “It strengthens Europe and gives the Polish nation a truly sovereign space capability. We look forward to further developing our cooperation with Poland under the umbrella of the strategic partnership between France and Poland.”

“This is the first acquisition of observation satellites by the Polish Government and an important step in increasing the country’s military security,” Clifford Chance Partner Marcin Cieminski commented.

The Clifford Chance team was led by Cieminski and Counsel Piotr Bogdanowicz and included Counsels Krzysztof Hajdamowicz and Tomasz Szymura, Senior Associates Ewelina Bzducha, Martyna Darczuk, Monika Diehl, and Adrian Krol, Lawyer Marcelina Slugocka, and Junior Lawyer Aleksandra Mierzejewska.

Greenberg Traurig has advised Allianz on the mergers of the respective companies within the Allianz Group and Aviva Group in Poland.

According to Greenberg Traurig, “the mergers of Allianz’ and Aviva’s Polish insurance companies, mutual funds, and pensions companies in 2022 was a result of the acquisition of Aviva’s operations in Poland and Lithuania by Allianz for over EUR 2.5 billion in 2021. The mergers and debranding of Aviva’s life and non-life insurance operations, as well as mutual funds companies, were completed in July 2022. The merger of pension companies, on December 30, 2022, completed the integration and debranding process, which resulted in the Aviva brand ceasing to be present in Poland.”

According to the firm, “as a result of the acquisition and mergers, Allianz has become Poland’s second largest player in the life insurance segment, the sixth largest in the non-life insurance segment (in terms of gross written premiums for 2021),dea the fourth largest player in the mutual fund segment, and second largest pensions manager with approximately PLN 40 billion of assets under management.”

Greenberg Traurig also advised Allianz on the initial acquisition transaction – for Aviva Group’s life and non-life insurance operations and the pension and asset management business in Poland and Lithuania – almost two years ago (as reported by CEE Legal Matters on March 31, 2021).

Greenberg Traurig’s team included Senior Partner Lejb Fogelman, Partners  Lukasz Pawlak, Stephen Horvath, and Anna Halas-Krawczyk, Local Partner Michal Bobrzynski, Of Counsel Adam Opalski, Senior Associates Agata Izyk and Natalia Wolkowycka, and Associates Angelika Makar, Monika Lukacijewska-Widacka, Marta Poplawska, Michal Baldowski, Maciej Jablonski, Adam Andula, Przemyslaw Nycz, Julia Dopierala, and Natalia Potrubacz.

The Allianz in-house legal team included Senior Legal Counsel Alexander Franz and Regional Head of Legal and Compliance for CEE Daniel Guenther.

As a rule, medical device advertising can be conducted by economic operators, i.e. manufacturers, distributors, authorized representatives and importers (Article 56 (1) of the Polish Medical Devices Act of 7 April 2022 (the MDA)). Other entities can conduct advertising only after approval of the advertisement in writing by the economic operators.

Which entities are authorized to advertise medical devices?

As a rule, medical device advertising can be conducted by economic operators, i.e. manufacturers, distributors, authorized representatives and importers (Article 56 (1) of the Polish Medical Devices Act of 7 April 2022 (the MDA)). Other entities can conduct advertising only after approval of the advertisement in writing by the economic operators.

Such approval may be in the form of a framework agreement and authorize advertising activities to be carried out during a certain period of time.

The Polish rules on medical device advertising will also apply to the advertising of business or professional activities (e.g. healthcare professionals or other professional users) in which a medical device is used to provide services, insofar as it concerns services provided with the use of the specific device in question.

Who is responsible for unlawful advertising?

According to the provisions of the MDA (Article 56(2)), the economic operator that conducts the advertising of medical devices is responsible for its compliance with the legal regulations.
However, sanctions for violations of the advertising rules can be imposed also on other entities, e.g. entities advertising medical devices without approval of the economic operators. As a result, any entity that conducts promotional activity (e.g. influencer, healthcare professional, person who runs a business where the device is used to provide services) may also be held liable for violating advertising restrictions.

Pursuant to the MDA (Article 103(2)) for non-compliance with advertising provisions the competent authorities may impose an administrative fine of up to PLN 2 million (approx. EUR 444,000) on anyone who conducts advertising regardless of its status. Thus, the procedures connected with the approval of a given advertisement by an economic operator and cooperation agreements will be crucial.

Obligation to store advertising templates and information about places where advertising was disseminated

The MDA imposes an obligation upon economic entities to store templates of all advertisements directed to the public and information about places where they were disseminated.
The storage obligation lasts for two years after the end of the year during which the advertisement was made available (Article 61 of the MDA). The economic operator is also obliged to make these documents available upon request of the President of the Office for Registration of Medicinal Products, Medical Devices and Biocidal Products (the URPL).
Media service providers or publishers are obliged to keep names and addresses of businesses or individuals placing paid advertisements or announcements and any other material relating to the advertising of medical devices for a period of not less than one year and provide them to the President of the URPL upon request.

By Agnieszka Majka, Partner, Celina Bujalska, Senior Associate, and Paulina Roslon-Horosz, Junior Associate, NGL Legal

Kozlowski Tomasik Oszczak has advised Columbus Energy on its sale of a 102.5-megawatt photovoltaic farms portfolio to Engie Zielona Energia. Domanski Zakrzewski Palinka reportedly advised the buyer.

According to a Columbus Energy press release, “the first tranche of the transaction, in accordance with the signed agreement, covers Energy Zielona Energia’s acquisition of shares in special purpose vehicles with projects with a total capacity of 32.8 megawatts. The next tranches of the transaction have been planned for 2023. The total price of the transaction, including the subrogation, will range from EUR 97.6 to EUR 110 million – the final amount will depend on the operating results of the farm companies and will be settled by the end of 2026.”

Columbus Energy is a Krakow-headquartered photovoltaics supplier in Poland. Engie Group company Engie Zielona Energia operates in the energy sector.

Editor’s Note: After this article was published, DZP confirmed it had advised Engie Zielona Energia. The DZP team was led by Partner Rafal Hajduk and included Partner Magdalena Skowronska, Senior Associates Pawel Karasinski, Malgorzata Wezyk, and Tomasz Kalicki, and Associates Natalia Plaskiewicz, Michal Pytkowski, and Karina Krzoska.

Wardynski & Partners has advised the Bucher Group on its acquisition of B&P Engineering. CMS advised B&P Engineering’s shareholders.

“As a result of the transaction, Bucher Unipektin, a leading manufacturer of systems and components for the juice and beer industry as well as drying technologies, has reinforced its market position as a leading supplier of fruit juice processing systems and technologies,” Wardynski & Partners informed.

Bucher Unipektin is a Swiss-based business unit of Bucher Industries. The company manufactures systems and components for the juice and beer industry and for drying technologies.

B&P Engineering is a Polish company that specializes in the manufacture and supply of stainless steel tanks and equipment for the production of juices and concentrates.

The Wardynski & Partners team was led by Partners Izabela Zielinska-Barlozek and Katarzyna Wojcik-Bakowska and included Partners Monika Gorska, Joanna Prokurat, and Antoni Bolecki, Attorneys-at-Law Stefan Feliniak, Pawel Szumowski, and Joanna Dudek, Advocates Kacper Czubacki, Bartosz Lewandowski, and Weronika Nalbert, and Lawyers Marika Grzybowska and Oliwia Kruczynska.

The CMS team was led by Partner Rafal Zwierz and Counsel Olga Czyzycka-Szczygiel and included Senior Associate Przemyslaw Karolak and Lawyers Magdalena Mentrak, Michal Serwa, and Magdalena Szkudlarek-Nowak.

Editor’s Note: This article was updated on January 10, 2023, to more accurately reflect Wardynski & Partners’ team composition.

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As in the case of EU Regulations 2017/745 on medical devices (the MDR) and 2017/746 on in vitro diagnostic medical devices (the IVDR), the Polish Medical Devices Act of 7 April 2022 (the MDA) does not provide any definition of advertising. It can therefore be difficult for the industry to understand in practice which activities are likely to be treated as advertising by the regulatory authorities. Whilst the new legislation provides for stricter rules for advertising addressed to the general public, the MDA fails to provide guidance on what the advertising to the general public in fact is and determine a clear distinction between such activities and the advertising directed to non-laymen.

Therefore, in order to determine whether an activity can be considered advertising, it is necessary to refer to:

• case law on advertising,
•  provisions of the Polish pharmaceutical law and the interpretation of administrative authorities regarding medicine advertising.

Certain types of materials are expressly mentioned in the MDA as excluded from the scope of advertising:

• trade catalogs and price lists containing only the trade name, device price and/or technical specifications;
• information on packaging and information attached to the device packaging as required by law.

Nevertheless, the above catalog of exemptions should not be considered as exhaustive. Indeed, not every message regarding medical devices will automatically be considered as advertising. The consideration as to whether a certain message has an informational or advertising nature should be made on a case-by-case basis.

The key aspect of advertising of medical devices, which distinguishes it from other activities, is its promotional purpose. An activity can be found to constitute advertising of medical devices, if it is aimed at achieving certain promotional effect (i.e. increasing number of sale, deliveries or consumption of medical device).

Communication and other activities concerning medical devices may contain elements that cause them to be considered advertising, in particular:a

•  promotion of the sale or paid use of a device or service as the purpose of the message,
•  elements of an incentive to purchase a medical device or service,
•  eye-catching graphic design of the material or persuasive language,
•  elements specific to medical device advertising (e.g. warnings),
•  information about places and opportunities to purchase the medical device or service,
•  offering the medical device as part of a promotion, including price or discount,
•  additional information that is not necessary to make an offer or conclude a contract.
   

By Agnieszka Majka, Partner, Celina Bujalska, Senior Associate, Paulina Roslon-Horosz, Junior Associate, NGL Legal