Category: Poland

Anna Blonska has been promoted to Director of Legal (Investments) Office at the Polish Development Fund.

Blonska has been with the PFR — which, according to its website, is “an institution that coordinates the efforts of development institutions that support the sustainable social and economic development of the country” — since June 2018, when she joined as a Senior Legal Counsel. In August 2019 she was promoted to Senior Manager at Legal Department (Investments), a role which she held until May 2020.

Before joining the PFR, she worked from 2011 to 2018 for Weil Gotshal and Manges. From 2007 to 2011 she was an associate in Baker & McKenzie’s Securities department.

Since March 2019, Blonska has also been the Chairman of the Supervisory Board of PFR Ventures – a funds of funds manager which, together with private investors, business angels, and corporations, invests in Venture Capital funds and Private Equity funds.

Act BSWW has advised the Adventum International investment fund on the acquisition of a 17,000-square-meter office building in Wroclaw, Poland, from EFL Service SA,, which is controlled by Europejski Fundusz Leasingowy SA. Deloitte Legal advised the sellers on the deal.

Adventum International is a group of boutique investment fund management companies focused on Central European real estate investments.

Act BSWW’s team included Managing Partner Marek Wojnar and Partners Marta Kosiedowska and Michal Soltyszewski.

Deloitte Legal’s team included Partner Artur Lisicki, Managing Associate Piotr Urbanek, and Senior Associates Maciej Liberacki and Karolina Tulwin.

Eversheds Sutherland Wierzbowski has advised the Lithuanian electricity transmission system operator on an agreement regarding the construction of the Harmony Link submarine cable between Lithuania and Poland.

According to Eversheds Sutherland Wierzbowski, “the Harmony Link project, worth approximately EUR 680 million, will be the second energy bridge between Poland and Lithuania – the first was the LitPol connection.”

Eversheds Sutherland Wierzbowski’s team included Partner Michal Drozdowicz, Counsel Krzystof Feluch, Senior Associates Lukasz Petelski, Aleksandra Nowak, and Joanna Polkowska, and Associate Dariusz Aziewicz.

Eversheds Sutherland Wierzbowski did not reply to our inquiry on the matter.

Editor’s note: After this article was published, CEE Legal Matters learned that CMS advised Polish power transmission system operator PSE on the deal. The firm’s team included Partners Agnieszka Skorupinska and Tomasz Minkiewicz, Counsel Michal Andruszkiewicz, Lawyers Pawel Ura and Karol Jaworecki, and Associates Hubert Wisniewski and Wojciech Szopinski.

Ellex Valiunas has advised Energy Solar Projekty sp.z o.o on its receipt of a EUR 36 million loan from the EIB and DNB Bank Polska. Allen & Overy advised DNB Bank Polska on the loan, which is designed for the development of a solar power plant project in Poland.

Energy Solar Projekty is controlled by the Energy and Infrastructure SME Fund Lords LB Asset Management.

Ellex Valiunas’ team included Partner Ieva Dosinaite and Associate Gintare Skroliene.

Allen & Overy’s team included Partner Dan Cocker, Senior Associates Maciej Dymnicki and Lukasz Lech, and Associates Katarzyna Idczak, Maciej Wroniak, Antoni Roszkowski, and Marta Strykowska.

“Apart from COVID-19, Poland is struggling with a constitutional crisis involving the Presidential election at the moment,” says Aleksander Stawicki, Senior Partner at WKB Wiercinski, Kwiecinski, Baehr. “Special legislation changed the voting system during the pandemic, in particular the organization of the election process and the way ballots are collected. This issue sparked a lot of controversy.”

“Another thing is that the elections were scheduled for May 8, right in the middle of the pandemic,” Stawicki says. “They never took place, however, and now discussions are proceeding about how and when to organize them. We have no idea what’s going to happen, although most probably we will go and vote on the last week of June.”

Stawicki reports that there is an “ongoing battle for the Polish judicial system as well.” According to him, “the Supreme Court president’s term of office expired and the process of appointing her successor was attracting a lot of attention.” This process is seen as having significant implications for the country’s judicial independence, as the Supreme Court plays the vital role in the Polish system.

As elsewhere, the focus of Poland’s parliament has been on measures designed to combat the pandemic. “The Polish Government has implemented a number of so-called ‘Anti-Pandemic Shields” he says, “containing a broad array of measures. These included, for example, suspensions of the majority of judicial and administrative proceedings, various state aid instruments to businesses, new rules for employment, and so on.”

But Stawicki says it’s not completely clear that the government’s actions were sufficient. “It’s always easy to just adopt new things,” he says. “The question is whether and how they work. There is quite a lot of criticism coming from the business and there are questions about whether the government has done enough to save the economy. That is why we have recently witnessed protest in the streets of Warsaw.” In addition, he says, much of the legislation is unnecessarily complicated. “Our firm and a number of our largest competitors are now a part of a pro bono project that helps small businesses navigate through the legislation and tough bureaucratic procedures they have to face,” he says. “On their own, they have difficulty understanding and following any it. The question remains: will they survive?”

In the meantime, he reports, although “some significant closings are happening, mostly on the real estate market,” in general “investors are waiting to see how the situation develops in order to know how to organize their assets and carry on working.” As a result, he says, “law firms are still working, but there are signals that the volume is significantly lower than it used to be for a number of them. That means that there might be changes in the legal market.”

At the end of the day, Stawicki remains confident. “I have a lot of hope in the Polish people. After the Communist regime, we proved ourselves to be entrepreneurial and hard working. We are used to taking care of ourselves. A long history of non-helpful Governments made us stronger – we never wait for somebody to help us, but rather take action ourselves.” As a result, he suggests this crisis is an opportunity as much as anything else. “This is another situation in which we will have to deal with our problems, despite the fact that we have not much help from the state and despite the difficult political situation that came at the worst possible time.” He sighs, admitting that “I’d much rather have one problem than face both at the same time.” Still, he notes, “at the end of the day, Poland is a big economy with a high number of well educated, hardworking people. The internal demand is strong — when you go shopping, you see people spending and trying to get back to normal as soon as possible. I have faith in all of that. Historically speaking, we always win at the end even if there are very difficult periods on the way.”

CMS Counsel Michal Andruszkiewicz has been appointed the new head of the firm’s Poznan office, replacing Partner Wojciech Koczara, who steps down from the role after eight years but will continue to work from the firm’s Warsaw office.

The Poznan office of CMS, which opened in 2012, “specializ[es] in providing advisory services to clients from the energy and fuel, chemical, and real property sectors.”

According to CMS, Andruszkiewicz “specializes in advising clients from the energy and chemical sectors. For 12 years he has been providing comprehensive assistance to clients in relation to a wide range of legal issues connected with business operations.” He graduated from the Faculty of Law and Administration of the Adam Mickiewicz University in Poznan. Prior to joining CMS in 2011, he spent almost a year with Zanthier and almost three years with Wardynski & Partners.

“I am glad that Michal Andruszkiewicz agreed to take over the role of leader of our Poznan office,” said Andrzej Posniak, Managing Partner of CMS Poland. “We plan to strengthen the team in Poznan and we are looking for opportunities to expand the office to include new practice areas. Michal’s excellent acumen of the Poznan market will be very useful in pursuing that task. At the same time, I would like to thank Wojciech for establishing and developing the branch in Poznan from the very beginning.”

All European countries are now facing the SARS-CoV-2 pandemic and each state is undertaking different measures to limit the spread of the virus. Recently, the Polish government has extended the so-called “export ban list” – a list of, in particular, medicinal products and medical devices the export or sale of which abroad may be subject to the objection of the Chief Pharmaceutical Inspector. This list grew by over a thousand items in the past month and has changed from a list of products subject to parallel export due to price differences to a list of products that we want to keep in Poland. Also, the President of the Office for Registration has asked pharmaceutical companies to consider launching clinical trials in these unique circumstances.

However, all of that are industry-specific regulations which may not be applicable to the majority of pharmaceutical companies. What all of us (including probably each healthcare company) will surely face are changes to existing agreements, for instance for delays or non-performance of deliveries, cancelation of bookings, etc. This is why, in these extremely specific, dynamic, and unpredictable circumstances, the civil law basics of force majeure and rebus sic stantibus clauses, which were very rarely used in the past, may become especially important now.

Force majeure clauses define circumstances beyond the parties’ control that can render contractual performance too difficult or even impossible. Where an event (or series of events) triggers a force majeure clause, the party invoking the clause may suspend, defer, or be released from its duties to perform without liability. There is no explicit provision in Polish law that provides that force majeure is a basis for relief which excludes liability for breach of contract. The parties to a contract usually define it by specifying the forms of force majeure, such as disasters, acts of war, fires, floods, etc.

Absence of a specific force majeure clause in a contract means relying on the general civil law concept of force majeure. Under Polish law, liability is guilt-based, and force majeure may be relied upon in order to exclude contractual liability in the absence of specific provisions in the contract. It is generally accepted that force majeure is an event that is: (a) external, (b) impossible (or almost impossible) to predict or unavoidable, and/or (c) impossible to prevent with regard to the effects. Those premises are sometimes required to be jointly fulfilled, but it is certain that the external character and the impossibility of prevention are crucial conditions. According to some recent judgements (including those of the Supreme Court), epidemics and acts of the sanitary authorities as a result of epidemics (such as quarantine) may be seen as force majeure. State acts ordering the closure of the borders, introducing import or export restrictions, cancelling flights, or closing the premises of a company could also be considered as force majeure, even if they are introduced as preventive measures. These sorts of acts meet the general description of force majeure, which is an extraordinary, external incident that is impossible to prevent and which the company has no influence on and cannot oppose. Note that there has to be a link between the extraordinary event and failure to perform the contract or improper performance thereof. Hence, not all such events may qualify as force majeure, especially if they happen abroad. For example, considering the number of confirmed coronavirus cases in Poland so far (27 cases by March 11, 2020), there might be no link between the epidemic abroad and a breach of contract in Poland at this point. Given the dynamics of the situation, however, this could change at any moment.

The alternative option is the rebus sic stantibus principle – so called extraordinary circumstances. Based on this principle, the court may change a contract or even terminate it in the event that the performance meets (i) excessive difficulties or (ii) one of the parties is threatened with serious loss (iii) because of an extraordinary change in circumstances (iv) which the parties did not expect when entering into the agreement. As should be apparent, the requirements are much less stringent than for force majeure. Such cases could encompass, for example, a situation in which flights were cancelled resulting in the need to travel to a distant place by train or boat, which is expensive and time consuming when the project has tight deadlines and a tight budget. Another example would be closed borders for a longer period or long quarantine that results (for instance) in serious difficulties visiting a location in order to perform the contract or could endanger the supplier’s employees who are visiting such places in the course of performing the contract. Also, such change cannot be mitigated/easily removed. Note that to use this possibility, the party would have to request that the court change or terminate the contract.

While it is too early to tell how exactly these concepts will be applied to contracts in the life sciences and health care industries, at the moment there has been no indication that different rules will apple and there is reason to predict that they will be applied similarly.

By Pawel Hincz, Partner, and Juliusz Krzyzanowski, Senior Associate, Baker McKenzie Poland

This Article was originally published in Issue 7.3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

BCGL has advised mBank S.A. on financing granted to PGB Holdco and its subsidiaries for the development and start-up of biogas plant facilities. Gessel advised PGB Holdco on the deal.

The BCGL team was led by Partner Maciej Czekanski and included Senior Associate Karolina Bressa and lawyer Filip Grabowski. 

The Gessel team was led by Partner Malgorzata Badowska, working with Of Counsel Magdalena Dudziec-Kosnik.

According to CEE Legal Matters’ 2019 By the Numbers report, the gender balance at commercial law firms in Poland up to the senior associate level is fairly even, with 44.58% being women. However, at the partner level things change drastically, with women representing fewer than 25%. Even then, other reports suggest, many of the women lawyers who do make partner do so not at the larger, high-profile law firms, but at smaller boutiques. The “Women in Law” foundation in Poland was created to address this imbalance, and other forms of gender inequality in the legal industry, with a special focus on legal tech.

Inspiration Strikes

Women in Law founder Kamila Kurkowska began her career in the legal and consulting sector, spending six years in the tax and legal departments of Deloitte. Two years ago she began working on a project with two prominent business psychologists dedicated to diversity; she describes the experience of discovering the difference between working with lawyers and working with general businessmen and women, particularly those working in progressive and innovative fields of study, as a revelation.

Subsequently, as an attendee at a 2019 legal tech conference, Kurkowska became aware that, although approximately half the attendees were female, only one of the 11 speakers was a woman. Struck by the realization, she reached out to the speaker – Katarzyna Abramowicz, founder of data security software startup Specfile. Congratulating Abramowicz on her participation, Kurkowska commented on what a progressive triumph it was to be invited to speak at such a male-dominated event. It turned out … Abramowicz hadn’t been invited at all. She had invited herself.

Kurkowska says, “it occurred to me that the scarcity of female speakers at such events perpetuates a vicious cycle. If women aren’t seen or heard,” she concluded, “organizers will not think of them when putting subsequent events together, and nothing will change.” She resolved to address the issue and find ways to actively support gender diversity in the industry.

Thought Into Action

Fired with resolve, Kurkowska launched the Women in Law foundation in May, 2019, to place women front and center alongside their male counterparts in Poland’s legal industry. The foundation’s activities include a wide array of events, competitions and mentoring programs for law students, and multimedia publications and other initiatives to address the discrepancies of gender diversity in Poland. 

The foundation’s first conference took place in October 2019, attracting some 200 attendees and broad media coverage from leading Polish outlets. Since then, it has also hosted a number of regular, smaller-scale meet-ups to showcase and network key female experts in the market. The first of these smaller gatherings, in November of last year, saw approximately 40 men and women discussing the lawyer’s role in responsible fashion – i.e., sustainable and ethical production and design practices. Both lawyers and fashion industry professionals spoke at the event – a tradition the foundation has maintained at its most recent meet-up, in late February of this year, concerning cybersecurity, with speakers including both female lawyers and representatives from Accenture and the Warsaw police.

Significantly, and to make it easier for the many working parents who want to attend its events, the foundation hosts its meet-ups at the Central House of Technology – an educational center in Warsaw – and provides simultaneous childcare in the form of educational workshops on subjects like programming and robotics for the kids.

The foundation is nothing if not energetic. Future plans include inviting female law students to submit articles connecting law and technology to win a cash prize plus a three-month internship in participating law firms such as Polowiec & Wspolnicy, Roedl and Partner, CMS, PwC Legal, Greenberg Traurig, Maruta Wachta, and Lesnodorski, Slusarek i Wspolnicy. In April, the foundation will start a mentoring program dedicated to female lawyers aged 28-30, with experts – both male and female, lawyers and non-lawyers – available to help. Multimedia publications are also on the horizon, such as “Herstory” video interviews with prominent female lawyers and online and print articles about gender diversity and new technology.

Agnieszka Krysik of KrysikLaw has been involved with the foundation since the beginning. “The idea came from the need to build a form of support for women in the legal sector,” she says. “From the very beginning Kamila believed in the technological future in the legal industry, the development of which has an impact on the entire legal market – which is particularly visible in the current situation related to the epidemic crisis.”

Of course, as achieving the goal of gender equality requires the involvement of both genders, Kurkowska stresses the importance of engaging men in the foundation’s work as well, highlighting the fact that its six-member board has an even number of both men and women.

One of those male board members, Cezary Zelaznicki, is also Managing Partner and Diversity & Inclusion Leader for PwC Legal in Poland. His enthusiasm for the foundation is obvious, and he points enthusiastically to a panel he joined at a foundation conference called Glass Ceiling or Labyrinth in the Legal Profession. According to Zelaznicki, “we discussed how our perceptions, stereotypes, and unctuous biases often negatively impact women’s career choices and career opportunities. There is a lot of work to be done in order to overcome these stereotypes and there is an important role to play by both men and women. Our foundation creates a number of opportunities to discuss these matters and share ideas on how to create a more diverse legal community and equal opportunities for both men and women.”

While the primary sponsors and partners of the foundation are law firms (and one tech firm), Kurkowska is looking into city grants for future sources of funding. She also wants to create a for-profit education program on new technology for lawyers, also with the aim of potentially generating further commercial support.

And although the foundation was launched in and focuses its work in Warsaw, Kurkowska has an eye on taking the initiative farther afield. She plans attend conferences in Vienna, Wroclav and Frankfurt later in the year, to establish connections with similar parallel foundations globally.

Ultimately, the future is bright. According to Agnieszka Krysik, “currently we are facing a time of change and rotation in the legal market. Especially due to the economic situation. The changes will affect not only the labor market but also the ways legal services are provided. Our task as a foundation will be to provide special support to women who will enter or re-enter the labor market as a lawyer, judge, or prosecutor. This will be a challenge to which we will devote a large part of our attention.”

This Article was originally published in Issue 7.3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

Rymarz Zdort has advised a company controlled by a fund managed by Aberdeen Standard Investments on the refinancing of one of its photovoltaic portfolios with an aggregate capacity of 55 MW, located in Poland.

Rymarz Zdort’s team was led by Partner Marek Durski and included Partner Marcin Iwaniszyn, Counsels Jakub Krzemien and Jakub Rachwol, and Associates Adrian Augustyniak, Kacper Stanosz, Andrzej Granat, Marta Szczepkowska, Sebastian Mikina, Robert Smigielski, and Patryk Gelar.

Rymarz Zdort did not reply to our inquiry on the matter.

Editor’s note: After this article was published, CEE Legal Matters learned that Dentons had advised Erste Group Bank AG and ING Bank Slaski S.A. on the refinancing. Dentons’s team was headed by Partner Agnieszka Lipska and included Partner Agnieszka Kulinska, Senior Associate Jan Dubinski, Associates Filip Rucinski, Lukasz Blaszczak, Jakub Walawski, Andrzej Sarnacki, and Dominika Krysiak-Bogdzio, and Junior Associate Katarzyna Kaptur.