Category: Poland

On December 1, 2022, SMM Legal announced that the Aramco Overseas Company transactions made in relation to the PKN Orlen-Grupa Lotos merger (as reported by CEE Legal Matters on January 20, 2022) had closed.

According to SMM Legal, “On November 30, 2022, the key agreements with the Aramco Overseas Company … were signed, and so the implementation of these specific remedies is now complete.”

As previously reported, Allen & Overy advised Aramco on its acquisitions from Polish oil refiner and fuel retailer PKN Orlen following the planned merger with Grupa Lotos. SMM Legal advised PKN Orlen and Rymarz Zdort advised Grupa Lotos.

The Saudi Arabian oil company invested in “Poland’s refining, wholesale, and jet fuel marketing segments,” according to Allen & Overy. “Aramco has agreed to acquire equity stakes of 30% in a 210,000 barrels per day refinery in Gdansk; 100% in the associated wholesale fuels business; and 50% in a jet fuel marketing joint venture with BP. The investment will see Aramco, the world’s largest integrated energy and chemicals company, significantly expanding its presence in the European downstream sector and further expanding its crude imports into Poland,” A&O reported. 

According to SMM Legal, going forward, the Gdansk refinery will process “raw materials for two separate processors, PKN Orlen and a company from the Saudi Aramco group.”

SMM Legal’s updated team included Managing Partner Maciej Mataczynski, Partners Tomasz Jaranowski, Pawel Lacki, Wojciech Sikorski, and Monika Adamczak, Of Counsels Mateusz Stanczyk and Maksymilian Saczywko, Senior Associates Magdalena Cisowska, Izabela Jackowska, Piotr Ruchala, Kinga Dziennik, Marlena Kruszynska-Kosmicka, Magdalena Michalska-Niewiadomska, Emilia Topolnicka-Landuch, Zuzanna Skurniak, Diana Krzyzanowska, Maciej Tulwin, and Milosz Malaga, and Associates Lukasz Dutkowski, Michal Wojtkowiak, Piotr Andrzejewski, Wojciech Rzepinski, Anna Mathews, and Dagmara Dragan.

Rymarz Zdort’s updated team included Managing Partner Pawel Rymarz, Partners Jakub Zagrajek, Iwona Her, and Robert Krasnodebski, Counsels Irmina Watly and Aleksandra Dobrzynska-Grezel, Senior Associates Diana Sofu and Pawel Mazur, and Associates Patrycja Gliwka, Kamil Klopocki, and Filip Goledzinowski.

The Allen & Overy team included Warsaw-based Partners Jaroslaw Iwanicki and Marta Sendrowicz, Counsel Kamil Jankielewicz, and Senior Associate Maciej Skoczynski with further teams in the UK, Dubai, Belgium, and Germany.

Soltysinski Kawecki & Szlezak has advised Darling Ingredients on its EUR 110 million acquisition of Miropasz. Ponikowski Rzepka reportedly advised the sellers.

New York Stock Exchange-listed Darling Ingredients focuses on turning food waste into sustainable products and producing renewable energy. According to SK&S, “the company operates more than 270 plants in 17 countries and repurposes approximately 15% of the world’s meat industry waste streams into value-added products.”

Miropasz is a Polish rendering company. It processes approximately 250,000 metric tons annually through its three poultry rendering plants in southeast Poland.

The SK&S team included Partner Lukasz Berak, Senior Counsels Tomasz Duchniak and Filip Sodulski, Senior Associates Michal Dawidowicz and Bartlomiej Debski, and Associates Pawel Bochnia, Magda Kowalczyk, Aneta Bak, and Michal Oles.

DLA Piper has advised education technology company Promethean on its acquisition of Explain Everything. Cytowski & Partners advised Explain Everything.

Explain Everything is a digital whiteboard platform providing users with solutions to create learning materials.

According to DLA Piper, “the addition of Explain Everything will provide Promethean with more technological innovations in the area of educational technology, meeting the globally increasing needs for education including enhancing of teaching effectiveness.”

DLA Piper’s team included Warsaw-based Partners Jakub Marcinkowski and Lukasz Dynysiuk and Senior Associates Michal Sowinski, Izabela Gebal, and Rafal Dostatni, with further team members in New York.

Cytowski & Partners’ team included Partner Tytus Cytowski, Counsel Michal Fert, and Associates Eresi Uche and Fabiana Morales Centurion.

Baker McKenzie has advised the Polindus-Laktopol Capital Group on its acquisition of a production plant in Bielsk Podlaski from the bankruptcy trustee of the Bielmlek Dairy Cooperative. Sole practitioner Kazimierz Mordaszewski reportedly advised the bankruptcy trustee.

The Polindus-Laktopol Capital Group has been a Polish national producer of powdered milk, whey, and fat products since 1989. According to Baker McKenzie, “the group uses one of the largest and most modern powder plants in Europe, and its products are available on the markets of over 90 countries around the world.”

According to the firm, “the production plant in Bielsk Podlaski is the fifth production plant in the group, and it will be possible to double the group’s production capacity. The transaction took place with the consent of the creditors’ council in a single-source procedure within the bankruptcy proceedings of the Bielmlek Dairy Cooperative.”

Baker McKenzie’s team included Partner Magdalena Nasilowska, Counsels Karol Czepukojc and Michal Maj, Senior Associate Michal Derdak, Associate Kamil Matyskiewicz, and Lawyer Jakub Zebrowski.

Clifford Chance has advised Hillwood Polska on a EUR 54.4 million financing from Bank Pekao for the construction of a logistics park in Lodz Chocianowice. CMS reportedly advised the lender.

According to Clifford Chance, Hillwood Lodz Chocianowice is a logistics center located in the southern part of Lodz, offering over 97,000 square meters of warehouse space.

Hillwood Polska is a production and warehouse space developer.

The Clifford Chance team included Counsel Maciej Bochenski and Associate Adrian Krol.

Eversheds Sutherland has advised EWMAJ on the sale of assets used for FMCG retail – forming a chain of more than a dozen shops – to Stokrotka. Path Law Hatylak Kielian and Partners reportedly advised Stokrotka.

According to Eversheds Sutherland, “EWMAJ Jedrzejczyk i Spolka is a local family-owned company operating a chain of FMCG shops under the TOP Market brand. Stokrotka is a chain of nearly 900 supermarkets and grocery stores owned by the Lithuanian Maxima Grupe.”

Eversheds Sutherland’s Warsaw-based team included Of Counsel Agnieszka Wierzbicka, Counsel Grzegorz Barszcz, Senior Associates Maciej Tuszynski, Dariusz Aziewicz, Pawel Lasota, and Piotr Lada, and Associate Rafal Piasecki.

Editor’s Note: After this article was published, Path Law Hatylak Kielian and Partners announced it had advised Stokrotka on the deal. The firm’s team included Partner Sergiusz Kielian, Senior Associate Malgorzata Lejman, and Associates Ewelina Kardas and Malwina Owczarek.

What’s new in Polish corporate law?

The Polish Commercial Companies Code (the “CCC”) contains new:

• enhanced control tools – available for shareholders and supervisory boards of Polish commercial companies. For instance, the reporting obligations of management boards towards supervisory boards are now more extensive;
• holding law regulations – provisions enabling companies to take decisions based not only on the interest of the company itself but also on the interest of the entire capital group to which the company belongs. To take the interest of the group into account a formal “group of companies” should be created, following which so-called binding instruction are issued by the controlling entity. That set of provisions is deemed to constitute a Polish version of corporate holding law or the German Konzernrecht;
• corporate governance provisions – regulating the decision-making process and recording obligations in management and supervisory boards in more detail. The term of office of corporate body members is defined more precisely. There are also new provisions clarifying the duties of governing body members. In particular, the business judgement rule is clearly recognised as being applicable to board members when managing the company.

To whom does it apply?
The new provisions of the CCC apply to all commercial companies, such as limited liability companies (Polish abbreviation: sp. z o.o.), simplified joint stock companies (PSA) and joint stock companies (S.A.).

The holding law regulation is not compulsory, i.e. a formal group of companies must first be created, and it does not apply to public companies and certain other regulated entities.

Why it matters?
The new provisions allow the corporate governance rules of Polish subsidiaries to be adjusted to ensure that the shareholders, through the supervisory boards, have better insight into the company’s operation.

Creating a group of companies may ease tensions between the shareholders and the management of local companies when assessing whether a given action expected by the shareholder is in the interest of the subsidiary or not. It may also give more comfort to the local management of multinational capital groups.

If a formal group of companies is created, the minority shareholders may be bought out even in a limited liability company (forced buyout was not possible in such entities so far).

What to do?
We recommend that majority shareholders of Polish companies:

• consider implementing the enhanced control tools – it may be particularly important if the representatives of the shareholder/investor are not members of the management board of the Polish subsidiary;
• consider establishing a formal group of companies, especially if the interests of the Polish entities are not aligned with those of the capital group;
• verify the bylaws (articles of association) of the Polish subsidiaries to ensure compliance with the new corporate governance rules.

By Krzysztof Pawlak, Local Partner, Schoenherr

SSK&W has advised CofounderZone, business angels, and Ciech Ventures on their investment in coffee waste processing company Ecobean. Sole practitioner Marta Malasiewicz reportedly advised Ecobean.

According to SSK&W, “Ecobean – founded, among others, by Marcin Koziorowski and Kacper Kossowski – has developed a technology for processing coffee waste into sustainable materials – coffee oil, antioxidants, lactic acid, protein additives, and coffee lignin – which are direct alternatives to products currently widely used by various industries: food, cosmetics, processing, and pharmaceutical industries.”

CofounderZone is a platform connecting entrepreneurs with start-ups. According to SSK&W, “the fund works closely with the business angels network it has created, which provides added value through an individual approach to structuring and financing transactions on the private market and uses the substantive potential, contacts, and experience of its members.”

Ciech Ventures is a corporate VC fund wholly owned by Warsaw Stock Exchange-listed Ciech S.A.

SSK&W’s team included Partner Szymon Syp and Counsel Iga Wojtczak-Opala.

SSW Pragmatic Solutions has advised Jeronimo Martins on a long-term power purchase agreement with GoldenPeaks Capital.

Jeronimo Martins is the owner of the Biedronka supermarket chain in Poland. GoldenPeaks Capital is a Swiss investment group that, according to SSW, functions “mainly in the energy generation, trading, and activist investment sectors.”

According to SSW, “the agreement will reduce the carbon footprint of the convenience stores chain and is seen as a turn towards renewable energy sources.”

SSW’s team included Partner Dominik Strzalkowski and Senior Associates Pawel Michalek and Rafal Kozerski.

DLA Piper has advised DHL on the sale of a real estate portfolio including ten sites across Poland and five other European markets.

“The 14 units, totaling 400,000 square meters and constructed across ten development sites, are located across major logistics markets in Germany, the Netherlands, Sweden, Finland, Italy, and Poland,” DLA Piper informed.

According to the firm, “a first tranche of the warehouse portfolio comprising five facilities covering a total of 200,000 square meters was already sold to Allianz Real Estate. These assets located in the Netherlands, Poland, and Finland will be completed between the first quarter of 2023 and the first quarter of 2024. After completion, DHL Supply Chain will lease at least 85% of the facilities on a long-term basis.”

DHL specializes in the logistics industry and provides services ranging from national and international parcel delivery, e-commerce shipping and fulfillment solutions, international express, road, air, and ocean transport to industrial supply chain management. The company is present in around 220 countries.

The DLA Piper team was led by Frankfurt-based Partner Fabian Muhlen and Senior Associate Moritz Mursa and included Warsaw-based Partner Michal Pietuszko, Senior Associates Justyna Bartnik and Milena Nerwinska, and Associate Milosz Dykacz, as well as teams from the firm’s Cologne, Amsterdam, Milan, Stockholm, and Helsinki offices.