CEE Legal Matters

Category: Poland

  • SSW Pragmatic Solutions Helps Games Operators Acquire Polish Approval for Prospectus

    SSW Pragmatic Solutions has helped Games Operators obtain the approval of the Polish Financial Supervision Authority for its prospectus.

    Games Operators makes video games for PC, Mac, and mobile devices. It was established in 2015 in Poland and operates globally, especially in the UK, France, Germany, the USA, and China.

    According to SSW, “the company’s activity is based on producing manager-type and indie (independent video) games for PC, MAC, and mobile devices, and publishing them through the biggest distribution platforms: Steam, Google Play and App Store. Games Operators’ portfolio includes such games as 911 Operator, Radio Commander, and Counter Terrorist Agency.”

    SSW Pragmatic Solutions’ team included Partner Szymon Okon, Senior Associate Tomasz Kwasniewski, Junior Associate Piotr Motor, and Financial Analyst Rafal Kmiecik.

  • Fines of up to PLN 1m for Companies Not Registering UBO

    Fines of up to PLN 1m for Companies Not Registering UBO

    13 April 2020 is the final deadline for registering UBOs for the vast majority of Polish companies (UBO = Ultimate Beneficial Owner). Fines for non-compliance can be as high as PLN 1m. The exceptions to this are professional partnerships and listed joint-stock companies.

    Are you compliant? What you need to know?

    Definition of UBO

    A UBO is a natural person who has direct or indirect control over a company by virtue of their legal or actual powers enabling them to exercise decisive influence over the company’s actions, or a natural or legal person on whose behalf a business relationship or an occasional transaction is entered into, including:

    • a natural person who is a shareholder of the company and owns more than 25% of total shares in that company;
    • a natural person who holds more than 25% of the total votes in the governing corporate body of the company, also as a pledgee or usufructuary, or based on agreements with other persons entitled to vote;
    • a natural person who exercises control over a legal person, or legal entities which jointly own more than 25% of the total shares in the company or jointly own more than 25% of the total votes in the company’s corporate bodies, also as pledgee or usufructuary, or based on agreements with other persons entitled to vote;
    • a natural person in a senior management position if it proves impossible to determine the existence or identity of the natural persons referred to in the points above, and where there is no suspicion of money laundering or terrorist financing.

    Registration

    Registration is undertaken in electronic form free of charge, and only a company representative using a qualified electronic signature or signature confirmed by a trusted profile in the ePUAP system can sign the document. You should provide the following to the Central Register of Beneficial Owners:

    • company data: business name | legal form | address of registered office | National Court Register number (KRS) | tax identification number (NIP);
    • UBO data: first, middle, and last name | nationality | place of residence | Polish personal identification number (PESEL) or date of birth (for persons with no PESEL) | information on the size and nature of the beneficial owner’s share or rights;
    • company representatives data: first, middle, and last name | nationality | place of residence | Polish personal identification number (PESEL) or date of birth (for persons with no PESEL).

    Liability for Providing False Information

    Any information disclosed to the Central Register of Beneficial Owners will be presumed to be true. Submitting false information on a UBO to the Register will lead to criminal liability.

    By Irmina Kondraciuk, Associate, and Tomasz Rysiak, Partner, Penteris

  • Eversheds Sutherland Advises EEC Magenta on Investment in Sinterit

    Eversheds Sutherland has advised EEC Magenta on its investment of PLN 10 million in Sinterit Sp. z o.o.

    According to Eversheds Sutherland, Krakow-based Sinterit “has developed a new 3D printing technology and is selling its products in over 40 countries. The current funding will help the company to grow even faster and to solidify its position as a global additive manufacturing leader.“

    Eversheds Sutherland describes EEC Magenta as “the largest Polish CVC firm, set up by EEC Ventures in partnership with PFR Ventures, NCBR (The National Centre for Research and Development), and Tauron Polska Energia within the framework of the PFR NCBR CVC program.” According to the firm, “EEC Magenta manages two venture capital funds with a capitalization of PLN 210 million and is focused on the financing of digitalization in the energy sector, in industry, and the circular economy.“

    Eversheds Sutherland’s team included Partner Michal Karwacki, Senior Associate Natalia Burchardt, and Lawyer Anna Weslowska.

  • Wolf Theiss and Allen & Overy Advised on LaSalle Investment Management Acquisition of Polish Properties

    Wolf Theiss Warsaw has advised Marvipol Development and PG Dutch Holding I on the sale by their joint venture special purpose vehicles of development plots in Warsaw and Michalowice to LaSalle Investment Management KVG. Allen & Overy advised the buyer on the deal, which is valued at approximately EUR 29.6 million.

    The Wolf Theiss team was led by Senior Associate Iwona Huryn.

    The Allen & Overy team included Partner Michal Matera, Senior Associate Piotr Przybylski, and Associates Marta Strykowska, Krystyna Fatyga, Kasia Fus, and Małgorzata Jastrzebska.

  • Hogan Lovells Advises Patrizia Frankfurt on Sale of Office Building in Warsaw

    Hogan Lovells has advised German real estate investment funds management company Patrizia Frankfurt on tax aspects of its sale of the Ujazdowskie 10 office building in Warsaw.

    Ujazdowskie 10 is a modern office building situated in the center of Warsaw offering over 3650 square meters of leasable area. The building has eight above-ground storeys and two underground ones.

    Hogan Lovells’ team consisted of Partner Andrzej Debiec and Counsel Zbigniew Marczyk.

    Hogan Lovell’s did not reply to our inquiry on the matter.

  • CMS Advises MZN Property on Tech Sector Investments

    CMS has advised MZN Property S.A. and some of its shareholders on the acquisition of an unnamed strategic investor.

    According to CMS, “MZN Property is the owner of Internet platforms such as Morizon.pl, one of the largest real estate classified services in Poland, and Lendi.pl, offering innovative financial services in the area of credit intermediation. Under the investment agreement, Ringier Axel Springer Media AG announced a tender offer to subscribe for shares in MZN Property, offering PLN 1.97 per share. Finalization of the acquisition depends on acquiring shares granting Ringier Axel Springer at least 66% of the total number of votes at the General Meeting of Shareholders and obtaining the unconditional consent of the President of the Office for Competition and Consumer Protection to carry out the transaction. As stated in the stock exchange announcement, Ringier Axel Springer Media AG obtained irrevocable commitments from certain shareholders, under which the shareholders undertook to subscribe for shares representing a total of 64.33% of the votes.”

    CMS’ team included Partner Rafal Zwierz, Attorney Monika Szczotkowska, Senior Associates Maciej Olejnik, Agnieszka Starzynska, Damian Karwala, Małgorzata Sajkiewicz, and Piotr Nowicki, and Trainee Advocates Mateusz Mazur and Aleksandra Dalecka.

    CMS did not reply to our inquiry on the matter.

  • DLA Piper Advises Allegro on Acquisition of FinAi

    The Warsaw office of DLA Piper has advised Allegro, the sixth-largest trading platform in Europe, on its acquisition of FinAi from its founders and from the Fidiasz FIZ investment fund. Olesinski & Wspolnicy reportedly advised Fidiasz on the deal.

    FinAi offers products and services for the financial sector. According to DLA Piper, “as a result of the transaction, FinAi’s 30-strong staff became part of Allegro’s technological team.”

    DLA Piper’s team included Partner Jakub Domalik-Plakwicz and Associate Anna Chrabota-Bajson.

  • DLA Piper and Dentons Advise on Financing of HB Reavis Green Project in Poland

    DLA Piper has advised Santander Bank Polska, BNP Paribas Bank Polska, PKO Bank Polski, and Bank Pekao on a EUR 162 million loan granted to HB Reavis for the development of the Forest office campus in Warsaw. Dentons advised HB Reavis on the deal.

    According to DLA Piper, “Forest is one of the largest office projects currently under construction in Europe and one of the greenest in Poland. The buildings erected in Warsaw on the border of Wola, Srodmiescie, and Zoliborz will offer 78,000 square meters of workspaces, public partitions with gastronomy and services, and a green patio for office employees and neighbors. Construction of the Forest campus near the Arkadia shopping center has been in progress since June 2019. The completion of the first stage of the project is planned by the end of 2020. The tower, closest to the Roundabout of the Home Army Group Radoslaw, will be put into use by the end of 2021.”

    DLA Piper’s Warsaw-based team included Partners Mariusz Hyla and Michal Pietuszko, Counsel Bartlomiej Palusiak, Senior Associate Jakub Zienkiewicz, Associates Jaroslaw Spodar and Miroslaw Calka, and Junior Associate Karolina Kordulska.

    Dentons’ team included Partner Mateusz Toczyski, Counsels Bartosz Nojek and Tomasz Krasowski, and Senior Associate Katarzyna Adamczyk. 

  • Jacek Kosinski Adwokaci i Radcowie Prawni Advises Shibumi International on Investment in Sustonable

    Jacek Kosinski Adwokaci i Radcowie Prawni, working with the Netherlands’ Benvalor law firm, has advised Shibumi, a Dubai-based venture capital company, on an unspecified investment in Sustonable, a sustainable building materials company which produces composite stone surfaces. Sustonable was advised by LXA.

    According to Jacek Kosinski Adwokaci i Radcowie Prawni, “with this investment, Sustonable (based in the Netherlands and Spain) is now installing the first large-scale production line in Polatli, Turkey, southwest of Ankara, with the support of Shibumi.”

    Jacek Kosinski Adwokaci i Radcowie Prawni’s team included Managing Partner Jacek Kosinski and Attorneys Anna Polak and Miroslaw Gawlik.

    Benvalor’s team included Partner Sjoerd Mol and Senior Associate Maarten van der Voort.

    LXA’s team included Partner Antony Jonkman and Lawyer Marnix Geraerts.

  • Andersen Tax & Legal Helps FCA Bank Transform FCA-Group Bank Polska into Polish Branch of FCA Bank of Turin

    Andersen Tax & Legal has helped the FCA Group alter the Polish structure of the banking arm of the FCA Bank, a joint venture of Fiat Chrysler Automobiles and Credit Agricole Consumer Finance.

    According to Andersen Tax & Legal, “FCA-Group Bank Polska SA of Warsaw has merged cross-border with FCA Bank SpA of Torino, its shareholder, with the latter (as an absorbing Italian bank) launching the branch in Poland for the continuation of the Polish banking operations.”

    The firm also reports that the “transformation of Polish operations is, after launching branches in Ireland and Belgium, the next step of implementation of the pan-European strategy of FCA Bank to streamline the organization and improve the integration of its EU banking activity. It is worth mentioning that FCA-Group Bank Polska (previously Fiat Bank Polska) was one of the first consumer finance banks present in Poland from the beginning of its transition to the market economy due to a long tie of Fiat Group with Poland.”

    Andersen Tax & Legal’s team was led by Italian Partner Maricla Pennesi and Poland Managing Partner Marcin Matyka and included, in Poland, Partner Leszek Rydzewski, Senior Consultants Michal Osiak, Andrzej Chowaniec, and Robert Lopatek, and Lawyer Anna Laszczuk, and in Italy, Rome-based Partner Marco Giorgi. Advice on banking regulatory matters was provided by FKA Partner Leszek Rydzewski, working with Andersen Tax & Legal lawyers Katarzyna Chrapowicka, Anna Hleb-Koszanska, and Robert Lopatek.