Category: Poland

  • Noerr and Clifford Chance Advise on HKM Beteilingungs’ Sale of Gratka to Ringier Axel Springer

    Noerr and Clifford Chance Advise on HKM Beteilingungs’ Sale of Gratka to Ringier Axel Springer

    Noerr has advised HKM Beteiligungs GmbH on the sale of 100% of shares in Gratka sp. z o.o.to Ringier Axel Springer Media AG, which was advised by Clifford Chance.

    The deal also included a related transaction in which Ringier Axel Springer Media acquired MZN Property SA via tender offer. Gessel advised MZN minority shareholder Alterium Holding Sp. z o. o., on that deal.

    Ringier Axel Springer Media currently manages a portfolio of over 200 digital and printed products in Poland, Hungary, Slovakia, Serbia, Estonia, Lithuania and Latvia. The company employs nearly 3,000 employees in Europe.

    HKM is the owner of Polska Press Group — one of Poland’s largest press publishers. Gratka operates a popular classifieds website in Poland that is directed to individual and business recipients, to buyers and sellers. In 2019, it had an average of 760,000 offers and was visited by 2.8 million users per month.

    MZN Property manages a technological and financial platform enabling searching, financing, and making transactions on the real estate market.

    Noerr’s team included Partner Thomas Schulz, Associated Partner Ludomir Biedecki, Counsel Agnieszka Besiekierska, and Associates Mateusz Slodczyk and Aleksandra Drozdz.

    Clifford Chance’s team included Partner Marcin Bartnicki, Counsel Mateusz Stepien, and Associate Aleksandra Wlaszczuk.

    Gessel’s team was supervised by Partner Malgorzata Badowska and led by Managing Associate Michal Bochowicz, and it included Senior Lawyers Julia Trzmielewska, Weronika Zdeb, and Krzysztof Jasinski.

  • Rymarz Zdort Makes 12 New Partners in Poland

    Rymarz Zdort Makes 12 New Partners in Poland

    Poland’s Rymarz Zdort has announced the promotion of twelve lawyers to the firm’s partnership and eight lawyers to the counsel level.

    According to the firm, lawyers Karina Aust-Niewiadomska, Ewa Bober, Marek Durski, Piotr Fedorowicz, Zofia Frydrychowicz, Monika Kierepa, Marek Maciag, Magdalena Pyzik-Waląg, Krzysztof Sajchta, Jakub Zagrajek, Jacek Zawadzki, and Lukasz Zak have all made Partner at the firm. In addition, according to Rymarz Zdort, Leszek Tokarski, who co-heads the firm’s Tax department, made Partner on January 1, 2020.

    According to Rymarz Zdort, “the new partners represent both the traditional leading practice areas such as Corporate/M&A, Capital Markets, Private Equity, Banking & Finance, Restructuring & Insolvency, Litigation/Arbitration, as well as those areas that have substantially developed in recent years, i.e. Energy & Natural Resources, White-Collar Crime, and Real Estate/Construction.”

    In addition, according to the firm, Jerzy Bombczynski, Aleksandra Dobrzynska-Grezel, Marek Kanczew, Jakub Krzemien, Filip Lesniak, Katarzyna Lukaszewicz, Jakub Rachwol, and Irmina Trybalska have all been promoted to the position of Counsel.

  • Inside Insight: Interview with Anna Wawrzynczak of the Polish Development Fund

    Inside Insight: Interview with Anna Wawrzynczak of the Polish Development Fund

    Polish lawyer Anna Wawrzynczak spent 14 years in private practice with two highly-regarded international law firms before moving in-house with the Coast2Coast investment fund, where she was Regional Counsel CEE for almost three years. In October 2019 she accepted an offer to become the Legal Manager, Head of the Corporate Division at the Polish Development Fund in Warsaw. 

    CEELM: Can you walk us through your career leading you up to your current role?

    Anna: Well, becoming a lawyer is not an easy or short path so I should probably start with “once upon a time…” (laughs).

    Becoming a lawyer is a huge time commitment and it starts early on – in high school, I would say. Completing law school and qualifying, passing bar exams is arduous work. And just when you think the hardest part is behind you, your ambition pushes you to move up a career ladder. Unlike many lawyers I met, I chose law not because I didn’t know what else I could do in my life. It was a very conscious decision, made in the final year of my secondary school. Before I chose law, I actually wanted to study medicine – but then I started watching Ally McBeal (laughs). So high school – that’s when most careers have their roots. First choices are made, like where and what to study, and which languages to learn. When you are a teenager and you don’t know much about real life and schools don’t really provide tools to help you choose wisely, you are on your own. You have to fight. I had to fight for myself. I set goals and I stuck with them. I had to take risks and work hard towards my dreams. I graduated from one of the best universities in this country. I knew foreign languages, did my postgraduate studies abroad, and I was fortunate to start my professional career with White & Case. Not bad for a first job, huh? (laughs).

    Then I joined CMS, and I worked with them for almost ten years. Again, it was a decade-long lesson during which I had the opportunity to work with the best lawyers. After becoming a Regional Counsel in the private equity industry, I had the pleasure to work with both them and White & Case as a client.  You get a lot of comfort as a client, when you know how it works from the inside.

    Our first professional experience shapes us for the rest of our lives. You start as a tabula rasa and your first work environment, bosses, colleagues, and clients have a significant impact on your future career. International law firms have the best know-how in almost every area of law. You are immediately exposed to cross-border and high-volume transactions and a hands-on approach is very important. I feel like there is no better place to kick-start your career as a young lawyer than with an international law firm. Apart from legal knowledge, you can learn all the technical aspects of the legal work, including project management, negotiations, drafting, and research. After a while in an international law firm, your eye will never miss a “double space.”  You get used to perfectionism.

    I do not want to idealize international law firms. They are hard work and can get very competitive. But at the same time, they are a perfect place to start. International law firms hire the best candidates – knowledgeable about current issues, ambitious, and focused. It’s a great feeling to have all those experts as your colleagues, who you can always reach when help or advice is needed.

    I had the opportunity to work on the biggest transactions, build my network, and gain incredible experience. While at CMS, I was seconded to UniCredit in London and qualified as an English solicitor. Then the opportunity arose to join the private equity industry as Regional Counsel CEE and to set up a legal team in the region from scratch. So, I did, and it was amazing. A completely different environment, and a great lesson. I went from a company employing more than two hundred people just in Poland to a much smaller team, with a plan to build my own team. After three years the fund exited Poland and now I am fortunate to face new challenges at the Polish Development Fund (, or PDF), again in a managerial role. I joined PDF just a few weeks ago and I am thrilled about it. I see it as a great opportunity, so keep your fingers crossed!

    CEELM: What are the most significant changes you’ve seen in Polish’s legal market over your career?

    Anna: The Polish legal market is in a constant state of flux. There is a visible generational change. Many law firms established after the fall of communism are facing succession issues. Talented lawyers who are leaving big international law firms with a tremendous amount of knowledge and know-how are opening law boutiques, which offer the same quality and level of comfort to their clients as big law firms. This younger generation of lawyers may be perceived as more agile, as they have to be more proactive with business development. SKJ, BCGL, Brzozowska & Barwinska, and Jedwabny Legal are just a few examples, leveraging high-quality and sector specific expertise. Also law firms operating in cooperation with the Big Four are more and more visible. A few of the well-known legal brands, like K&L Gates and Weil have exited from the Polish market, to be replaced by DWF and Rymarz Zdort.

    Another issue is that legal work is becoming less lucrative due to the high competition. A positive thing is that Polish lawyers are becoming appreciated on international markets. There are a lot of “us” holding managerial positions abroad.

    CEELM: Why did you decide to join the Polish Development Fund?

    Anna: It is a bit self-explanatory. PDF is an extremely successful financial group operating within the new architecture of Polish development institutions. It has made more than 30 capital investments in just a few years, and its acquisitions of shares in Bank Pekao, PESA Bydgoszcz, Polskie Koleje Liniowe, and DCT Gdansk (the biggest container terminal in Poland) are just a few examples. PFR has established the biggest venture capital platform in CEE. So far PDF funds have made more than 200 investments. The funds went to companies from various industries and are located at different stages of development. It is a busy place with a clear strategy, employing the best professionals on the market, so I had no doubts when the opportunity to join PDF arose.

    CEELM: What is your typical day at work like?

    Anna: It is far from the image people might have from watching American series, where they see lawyers heading to court to spend the day engaged in a trial. I am a not a litigator, so I don’t appear in court often.

    Fortunately, in a corporate life there is no such thing as a typical day, which is why I love being a lawyer. I always plan my day, but I am also prepared for the unexpected. You never know what is going to happen before your day ends. When I was just getting started, working as a junior, there was always this conflict, between constant emails that needed urgent action and the twists and turns of a transaction that required immediate reaction, and it was very difficult to keep up sometimes. Over the years I’ve learnt to prioritize and distinguish between what is actually urgent and what is presented as urgent but can wait. When I am working on something, I think not only about short-term actions but long-term implications and practical aspects. I try to see big picture and cumulate similar subjects, to be more effective.

    My daily routine differs and depends on whether I have an active project on a table or not. Obviously, projects make my schedule busier, but I also learn more. Calls, meetings, and reviewing documents are part of my everyday routine.

    A big part of being a manager is supervising my team and assigning different tasks, and assessing progress on various projects. In the morning I review my “to do” list (which is prepared on a weekly basis) and meet with the team to discuss priorities for the day or week. Another thing in the morning is checking emails. Lawyers’ inboxes are never empty. There are days when I get hundreds of emails. I have a few simple rules to help me to deal with that, like responding quickly and clearly to those who need my attention or input. This reduces the amount of emails I receive since I like to be very particular as to how and when I will handle a matter. This protects me from being chased by the sender. I also try not to send one-word emails as a reply to everyone on a thread. The more emails you send the more you receive. Never forget that rule.

    CEELM: Was it always your plan to go (and stay) in-house?

    Anna: I always knew and wanted to try both: private practice and in-house. For reasons mentioned above, I started in private practice, then a few years ago I went in-house. There are many differences, like who you work for – that is, having many clients versus one internal client – or being a legal expert versus a business expert. The latter is something I appreciate and enjoy the most.

    As a private practitioner l I was relied on for my expertise in particular areas of law. In-house lawyers are generally expected to handle more legal matters themselves. As an in-house lawyer you reach out to private practitioners only when the issue presented is beyond the expertise of the internal legal department. In-house attorneys are expected to make recommendations for solutions that make sense for the company. This is one of the most rewarding parts of an in-house position. I find in-house work much more challenging, because you are expected to be an expert in every field of law. But it is also more interesting because you participate in a project from the very beginning and you understand the reasoning behind the project and why certain questions are being asked.

    I am not saying I will never go back to private practice in the future. If the right offer comes, who knows? You know what they say, never say never (laughs). A good lawyer should always be up for a new challenge.

    CEELM: What was your biggest single success or greatest achievement in terms of particular projects or challenges? What one thing are you proudest of?

    Anna: There are many big and small achievements, but I am particularly proud to have inspired one person to become a practicing and qualified lawyer. It happened during my Coast2Coast days. Our office manager was looking for an administrative support and one of the candidates was a graduate from a law school with no practical legal experience. I was invited to join the interview. I was drilling the candidate about not choosing law as a career path and going in the office support direction and was told that law was boring and she was not interested in a legal career. That person got hired and after a couple of onboarding weeks I asked her if she would like to help me with some simple legal stuff. I saw a lot of enthusiasm in her and this “can do” approach. Weeks passed, and she had been a great help to me so I decided to have a little heart-to-heart conversation with her. I asked if she would be willing to give those legal tasks a real try. Months later she decided to enroll for a legal training course to one day become an attorney-at-law. She works as an associate in one of the best M&A law firms now and is happy with the decisions she’s made. We are still in touch. I am extremely proud of her but I also cherish the fact I could be a real inspiration to someone.

    CEELM: How would you describe your management style? Can you give a practical example of how that manifested itself in the legal department or helped you succeed in your position?

    Anna: I prefer using the word “leading” more than managing. I manage tasks, but I like to lead people. The team needs to understand an overall vision, so I always explain “why.” Obviously, management is needed to administer tasks and to ensure that day-to-day occurrences are going according to the plan and it cannot be underestimated, but leading by example and by way of clear communication with respect and trustworthiness will always be more beneficial for everyone. I always try to adjust my managerial style to each individual team member. Everybody needs a different approach. It is important to give direction, but at the same time space, so that that the person responsible for the task can get it done. If you want to be a good manager you must be available if problems arise and take responsibility. I also apply the golden rule of praising in public and giving negative feedback in private. 

    When I was building my team at the PE fund I naturally approached people I worked with in the past and I see it as my personal success that they wanted to join my new team without any hesitation. The greatest proof of leadership is the trust you managed to build by previous encounters. 

    How that manifested itself in the legal department I led at the private equity fund is, work was done at the highest standards and although Coast2Coast has exited Poland, I am still in touch with every team member as an ex-boss, peer, mentor, and friend. I feel honored and humbled that I was able to lead such a great group of people and we were able to go through difficult times as one.

    CEELM: What one person would you identify as being most important in mentoring you in your career – and what in particular did you learn from that position?

    Anna: I have met so many wise and successful people during my career. I am grateful for all of them and for the opportunities they created for me, for all the knowledge they shared, advice they gave me, and even for the harsh words sometimes, but I don’t think I can identify any one person I would want to give credit to. Mentoring consists of a long-term relationship focused on supporting the growth and development of a mentee. The mentor is a source of wisdom and support. Your mentor should challenge you and encourage you to think through issues and approaches by asking difficult-to-answer questions. I wish I had one. Maybe my career path would be easier, or I would be in a completely different place now. But I have managed to build a pretty decent career for myself. I can’t complain.

    Of course, I turn to various people I respect in various situations when advice or encouragement is needed. I am only human after all. Instead of one mentor I can reach out to my friends or family and ask them to be my ad hoc mentors. Having only one mentor means that you will be mentored constantly in the same manner. It is better to have different views and draw wisdom from different angles. And you can learn unconsciously by observing others in actions, by reading good materials. 

    The role of a mentor is to help nudge you in the right direction by challenging and encouraging – but the mentor will not take the leap for you. It is your step you need to take, so at the end you need to trust your gut, since no one has a crystal ball.  With career milestones, it is always good to make a conscious decision. To do that you have to research the matter, reach out to your network, ask many questions to others – and yourself – and always play devil’s advocate.

    CEELM: On the lighter side, what is your favorite book or movie about lawyers or lawyering?

    Anna: I watched Suits few years ago. It’s funny how when I look back (and as a die-hard fashion lover), I mostly remember the outstanding work of Jolie Andreatta, the costume designer who created over-the-top glamor in the series. I was encouraged to watch it by clients from one of the large private equity funds. We had this funny conversation as we were in the middle of a big M&A transaction working terrible hours – they said that when they watch Suits they see us lawyers working on their transactions, sending emails around the clock, and then showing up to early morning meetings looking sharp, as if we slept the night.

    I watched To Kill a Mockingbird with the legendary Gregory Peck a few times. The Debt, a film made by Polish director Krzysztof Krauze, is very thought-provoking. John Grisham books and films based on his books are quite enjoyable. The Trial of Franz Kafka – the nightmare parable is a masterpiece.

    To be honest, most movies and books about law are not my favorite, and they are never my first choice. They are unrealistic and create this false vision of our profession. I usually read a few books at the same time. I love biographies. Currently I am catching up on novels written by Olga Tokarczuk, the Polish author who was awarded the Nobel Prize just a few weeks ago, it is my must-read. In terms of movies, I like fact-based ones. My recent top three TV series are: Chernobyl, The Spy – the history of Elie Cohen – and The Crown.

    This Article was originally published in Issue 6.12 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Renewable Energy Investments

    Renewable Energy Investments

    Poland, which still produces 80% of power and 75% of district heating by coal-fired generation, is about to face an unavoidable and profound transformation of its energy market. The Best Available Techniques (BAT) conclusions for large combustion plants that will enter into force in 2021, the derogation mechanism that will end in 2023, and the medium combustion plant emission limits that will become effective in 2026 all require that enormous and economically questionable investments be made in new filters for coal generation units.

    In fact, due to the reform of the EU Emissions Trading System scheme almost all Polish coal units are already operating at a loss. Only 4 GW of recently-commissioned coal power plants and 6 GW of lignite power plants might stay profitable for the time being. But this capacity is not enough to secure the peak load of almost 27 GW in the winter and 24 GW in the summer. Additionally, the operating capacity of gas power plants is limited to 2 GW. Currently, almost 50% of consumer heat is based on district heating, but a switch from coal baseload to gas baseload/combined cycle gas turbines is planned for only half a dozen major cities. Also, 80% of individual consumer heat is still based on coal furnaces, which will have to be exchanged very soon due to bad air quality.

    The EU Commission has already fined Poland for insufficient progress. Recently, the government launched a huge program to promote heat pumps and rooftop solar installations. Ultimately, heat pumps will substantially increase the demand for cheap but intermittent renewable power, and storage of power and heat will become inevitable to stabilize the power network and local heat supply. A new market report launched by Enervis Energy Advisors and Solivan forecasts that 10 GW of new wind and 17 GW of new solar capacity will be installed by 2030.

    It is no secret that Poland will not meet its 2020 RES target in all three sectors. In 2016, the new government introduced a “distance rule” for the location of wind power turbines which hampered further project development. However, in 2016 Poland introduced a contract-for-difference support scheme, and as a result of the first RES auctions (which took place at the end of 2016 and the middle of 2017) almost 1 GW of small scale solar has been commissioned. In the 2018 RES auction, 1 GW of onshore wind farms and 0.5 GW small scale solar has been awarded and will be commissioned by the end of 2020. The 2019 auction, which will take place in December, should see the award of up to 2.5 GW onshore wind farms and 0.5 GW. The volume for 2020 RES auctions is not yet known, but Poland has to continue with its auction support system until 2020 RES targets are met. Consequently, government representatives have announced that the “distance rule” for onshore wind farms should be cancelled next year. Also grid operators have changed their policy and are currently granting new grid connections for planned RES generators.   

    The Polish government has also declared its intention to speed up development of the offshore wind energy sector. The currently-granted grid connections amount to a total capacity of 7.1 GW. Poland is currently in the process of developing a spatial development plan for Polish maritime areas, which is required by law to be adopted by the end of March 2021. In addition, work is underway on a dedicated act for this sector.

    Considering that support systems are only a temporary solution and will not be available for new projects for a few years, the Polish market is already looking for new solutions to support RES investments. Corporate power purchase agreements are an increasingly popular solution, but only a few agreements for operating wind farms have been concluded so far. The first (sleeved) corporate PPA for a planned 20 MW wind farm has recently been concluded.

    The transaction and finance market for RES investments is speeding up significantly and many national and international investors are active on the Polish market – especially in the onshore/offshore wind and small/large scale solar sectors. The financing market is re-opening again, and senior loans from commercial banks and private debt providers are available, as is mezzanine finance.

    By Christian Schnell, Partner and Olga Wasilewska, Senior Associate, Solivan Pontes Warsaw

    This Article was originally published in Issue 6.12 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Revolution in Polish Civil Procedure

    Revolution in Polish Civil Procedure

    The key Polish legal act governing dispute resolution, the Civil Procedure Code of 1964, underwent major reform this year, again. The amended version, with almost 300 changes, including many revolutionary ones, became effective on November 7, 2019.

    The declared objective of the amendments is to speed up proceedings by saving work for the courts, although there are serious doubts about whether this can be achieved, due to a number of legislative shortcomings. The role of litigators will become more prominent, because the outcome of the case will depend more than ever on their skills and attention. Still, many changes represent procedural pitfalls, and the new procedure as a whole is a minefield. Presented below are the most interesting changes from a business perspective.

    Court fees have been increased significantly, with the maximum fee doubled to PLN 200,000.

    Most decisions will be now made by courts in closed sessions. Even a final judgment may be rendered without a hearing if the court finds a statement of claim obviously unfounded. Nor will a hearing be necessary to examine an appeal (unless demanded by a party).

    A statement of defense is now obligatory. If not filed, the court may enter a default judgment, taking the facts presented by the claimant to be true.

    A preparatory court session will be held before the first hearing to see if a settlement is possible, and if it is not, to prepare a trial plan. This plan must above all identify those facts in dispute and set a timeline for evidence taking. If the claimant does not appear in person at the preparatory session and is not excused, the proceeding will be discontinued.

    Most appeals of court procedural decisions will be examined by a different panel of judges at the same court. Only appeals of the most important procedural issues – such as a rejection of statement of claim for formal reasons – will be examined by a higher court.

    Unlike before, appeals are now only possible for those parties who request a written statement of reasoning within a set time.

    The defense of set-off has been significantly limited. The receivables being set off must now result from the same legal relationship (e.g., from the same contract) and they must be indisputable or proven by means of a document that does not originate solely from the defendant. It is now possible for witnesses to give their testimony in writing.

    Most importantly for business, a separate procedure for commercial cases that was abandoned in 2012 has now been reinstituted. Disputes between businesses are now subject to additional requirements. The first is “preclusion,” which means that the claimant in the statement of claim (and the defendant in the statement of defense) must include all assertions and supporting evidence. Subsequently, the court will only consider additional evidence or assertions that were either impossible or unnecessary to have been presented earlier (thus, only in extraordinary situations).

    Once a case has started, claims cannot be changed (e.g., an increase in the sum pursued), the parties cannot be reconfigured (e.g., by impleading a third-party defendant), and counterclaims cannot be brought (instead, the defendant must bring a separate suit). Therefore, the statement of claim and the statement of defense must be prepared very carefully.

    In commercial cases, witness testimony is now only allowed as an exception, after all the other evidence (documents, mostly) has been taken and the court concludes that hearing from witnesses remains necessary. All actions of the parties that have legal effect (e.g., conclusion of contract) can be proven only by means of documents (understood broadly, e.g., email), unless this is impossible for reasons beyond a party’s control.

    Agreements on evidence are also allowed. Entrepreneurs can now agree that some types of evidence, such as witnesses and expert witnesses, are excluded.

    These changes go beyond the legal process alone and they should be taken into account in the course of doing business. In particular, since witness evidence is now merely subsidiary, businesses need to document their business relationships. Oral agreements should be avoided. All transactions should be confirmed at least by an e-mail. Clauses on evidence will most certainly become an important point when negotiating a contract.

    By Marcin Boruc, Partner, and Adam Zwierzynski, Counsel, Radzikowski, Szubielska & Partners

    This Article was originally published in Issue 6.12 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • The Restructuring Framework in Poland

    The Restructuring Framework in Poland

    On January 1, 2016, Poland revamped its legal framework related to the restructuring of financially distressed businesses with a brand-new Restructuring Law and significantly-amended Bankruptcy Law. The Polish restructuring (and broadly speaking insolvency) framework is now governed by two separate legal acts: the Restructuring Law, which deals with the financial restructuring of indebted companies and businesses, and the Bankruptcy Law, which focuses on the orderly liquidation of the assets of companies and businesses without feasible options to restructure their debts and continue their operations.

    The Restructuring Law is the Polish equivalent of chapter 11 bankruptcy in the US. It aims to facilitate the restructuring of liabilities and operations of financially distressed businesses by allowing them to enter into a restructuring plan with their creditors. Since its inception, the Restructuring Law has increasingly been used by debtors of all shapes and sizes, including publicly traded companies, to restructure their debts and seek a fresh start.

    The Restructuring Law offers debtors four different legal options: (1) arrangement sanctioning proceedings; (2) accelerated arrangement proceedings; (3) arrangement proceedings; and (4) rehabilitation proceedings. These procedures differ in the complexity, length, and level of protection they afford to debtors and in the intensity of court super-vision.

    An arrangement sanctioning proceeding is a predominantly out-of-court procedure that resembles the UK scheme of arrangement proceedings. The debtor retains control over its assets and business affairs, drafts and proposes restructuring plans, and negotiates those plans with creditors, and it is responsible for collecting votes cast by the creditors. A restructuring court will step in only when votes have been cast and the creditors have adopted the arrangement. The sole function of the court is to either sanction or reject the arrangement. However, the court can refuse to approve the arrangement only in certain circumstances (e.g., when the arrangement is illegal). But this flexibility comes at a cost. The procedure offers virtually no protection against enforcement actions and requires a higher majority of votes to have the arrangement adopted than in case of other restructuring procedures.

    Other restructuring procedures are “proper” court proceedings in that they are supervised by a restructuring court and a court-appointed restructuring practitioner. But they are predominantly debtor-in-possession procedures with the debtor in charge of its business and assets. To engage in actions and transactions exceeding the ordinary course of business, debtors are required to obtain the consent of the restructuring practitioner or – in the case of a specifically defined transaction – the creditors’ committee. In rehabilitation proceedings the default scenario is that the debtor is deprived of the right to manage its business and assets and an administrator is appointed. However, the court may decide that rehabilitation proceedings will also be carried out in debtor-in-possession mode.

    Each of the “proper” court restructuring procedures provides debtors with some degree of protection against creditors, including an automatic stay of enforcement proceedings. Public law debts (including taxes) may also be restructured. The arrangement is adopted if it is supported by most voting creditors (majority in number) provided they jointly hold at least two-thirds of all arrangement debts (majority in value).

    Another important feature of the Restructuring Law is group voting. Debtors have significant leeway in dividing creditors into groups, which allows them to offer different proposals to different classes of creditors and leaves them room for strategic maneuvering when building creditors’ support for the arrangement. Also, it is relatively easy for debt-ors to override the opposition of dissenting groups of creditors by implementing the cross-class cram-down rules.

    All these restructuring procedures are available not only to already insolvent debtors but also to debtors at risk of becoming insolvent, and are thus debtor-friendly and relatively flexible. As such, they constitute preventive restructuring frameworks pursuant to the recently-adopted EU Directive on restructuring and insolvency. Although certain changes to the Restructuring Law will be required to fully adjust it to the EU Directive, the Re-structuring Law creates a modern legal platform for distressed debtors.

    By Daniel Radwanski, Head of Restructuring & Insolvency, Schoenherr Warsaw

    This Article was originally published in Issue 6.12 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Mrowiec Fialek and Partners Advises Work Service on Investment by Gi International

    Mrowiec Fialek and Partners Advises Work Service on Investment by Gi International

    Mrowiec Fialek and Partners has advised Wroclaw-based Work Service S.A. on an investment agreement with Gi International.

    Work Service S.A. specializes in personnel consulting, HR restructuring, recruitment, and employee outsourcing services. The group operates in Poland, Germany, Russia, Czech Republic, Turkey, Romania, Hungary, Slovakia, the United Kingdom, Belgium France, Switzerland, Bulgaria, Serbia, Croatia, Slovenia, and Ukraine via a network of local offices and 300 mobile personal consultants. It has been listed on the Warsaw Stock Exchange since 1992.

    According to Mrowiec Fialek & Partners,”under the investment agreement [Gi International] made available to [Work Service] the financing of PLN 210.2 million in the form of, among other things, bridging loans, and it intends to acquire approximately 56% of [Work Service’s] shares from its shareholders and then to announce a tender offer for at least 66% thereof (in accordance with the applicable laws and regulations).” According to the firm, “the investment agreement shall become effective upon the satisfaction of the following conditions: finalizing the confirmatory due diligence, obtaining the consents of the competent anti-monopoly authorities, and agreeing on the final transaction documents with [Work Service], the shareholders, the banks, and the bondholders.”

    The Mrowiec Fialek and Partners team consisted of Partner Miroslaw Fialek, Senior Associates Pawel Cyganik and Dominika Leszczynska, Associate Pawel Siwiec, and Junior Associate Kamil Gago.

  • White & Case Advises European Investment Fund on Europejski Fundusz Leasingowy Securitization Project

    White & Case Advises European Investment Fund on Europejski Fundusz Leasingowy Securitization Project

    White & Case has advised the European Investment Fund on a synthetic securitization project originated by Europejski Fundusz Leasingowy, a leasing company in the Credit Agricole Group.

    The EIF has provided EFL with a guarantee covering both the senior and mezzanine tranches of an approximately EUR 490 million SME portfolio.

    According to White & Case, “the transaction supports new financing to SMEs, mid-caps and micro-enterprises in Poland. Additionally, the capital relief achieved on the mezzanine tranche supported by the Juncker Plan will promote female entrepreneurship in Poland. A target of 33 percent of the new financing made available by EFL under the guarantee on the mezzanine tranche will be dedicated to women entrepreneurs and women-led businesses.”

    White & Case’s team was led by London Partner Ingrid York, Frankfurt Partners Dennis Heuer and Thomas Flatten, and Warsaw Partner Tomasz Ostrowski, with support from London Associate Phillan Amin, Frankfurt Associates Claire-Marie Mallad and Alexander Kreibich, and Warsaw Associate Sylwia Opiatowska.

    White & Case did not reply to our inquiry on the matter.

  • Linklaters Advises Bain Capital Credit on Joint Investment with Corestate

    Linklaters Advises Bain Capital Credit on Joint Investment with Corestate

    Linklaters has advised Bain Capital Credit on a joint venture with real estate investment manager Corestate that resulted in Corestate’s approximately EUR 73 million acquisition of the first Micro Living properties in Gdansk and Krakow for Bain Capital Credit.

    The property in Krakow acquired by Corestate consists of the medical campus of the Jagiellonian University and two buildings with 606 apartments and a total rental space of almost 12,000 square meters. The property in Gdansk consists of 279 units, over a total rental space of approximately 6,200 square meters.

    Linklaters’ Warsaw team was led by Partner Janusz Dzianachowski and included Senior Associates Piotr Zbyszynski, Jakub Wozniak, Wojciech Podlasin, and Tomasz Trystula, and Associate Ewa Sinkiewicz.

    Linklaters did not reply to our inquiry on the matter.

  • White & Case and Clifford Chance Advise on Polish Issuance of EUR 1.5 Billion Five-Year Notes

    White & Case and Clifford Chance Advise on Polish Issuance of EUR 1.5 Billion Five-Year Notes

    White & Case has advised the Polish Ministry of Finance on its issuance of EUR 1.5 billion five-year notes. Clifford Chance advised the consortium of banks that arranged the issuance, which included BNP Paribas, Commerzbank, ING, JP Morgan, PKO BP and Santander.

    At -0.1%, White & Case describes the issuance as the second this year with a negative yield, as well as being “the first transaction in a country outside the eurozone or with a rating below AAA where it was possible to achieve a negative yield on the primary market with a specified maturity date for the notes.”

    The issuance was carried out under the Euro Medium Term Note programme.

    White & Case’s Warsaw-based team included Local Partner Andrzej Sutkowski, Counsel Grzegorz Jukiel, and Associate Damian Lubocki.

    Clifford Chance’s team in Warsaw consisted of Partner Grzegorz Namiotkiewicz, Counsels Grzegorz Abram and Tomasz Szymura, Senior Associate Aleksandra Rudzinska and Associate Roksana Kaluzna-Balazy. The firm’s London team included Partner David Dunnigan, Senior Associate Mitchell Poppy, and Associate Tolu Ojo- Williams.