SSW has helped Ferrum S.A. receive regulatory approval for its prospectus from the Polish Financial Supervision Authority.
The SSW team included Partner Szymon Okon, Senior Associate Tomasz Kwasniewski, Associate Dawid Brudzisz, and Junior Associate Piotr Motor.
Soltysinski Kawecki & Szlezak has advised Rolmlecz shareholders on the sale of the company to the Polmlek group in Poland. Grabalski, Kempinski i Wspolnicy reportedly advised Polmlek on the acquisition.
Rolmlecz is the largest shareholder in Lacpol, which produces and sells dairy products. The company has nine production and service plants, a cold store, and two dairy product warehouses in Poland.
Polmlek works in the dairy industry in Poland and has six production plants. Its product portfolio includes cheese, processed cheese, cottage cheese, cream, yogurts, butter, ultra-high temperature processing milk, powdered milk, and dairy desserts. The Polmlek group also includes the Fortuna plant, which produces juices, nectars, soft drinks, lemonades, and smoothies.
The SK&S team was led by Partner Lukasz Berak, supported by Partner Krzysztof Kanton, Senior Counsel Jaroslaw Lukawski, Senior Associate Leszek Malecki, and Associates Maciej Gil, Bartosz Pyzder, and Damian Staszewski.
SK&S informed CEE Legal Matters that additional information about the deal is confidential.
Dentons has advised the Polnord Group on the sale of the Betheone and Befree office buildings in Warsaw’s Wilanow Office Park complex to a subsidiary of Polski Holding Nieruchomosci, which was advised by Baker McKenzie.
Dentons’ Warsaw-based team included Partner Bartlomiej Kordeczka, Senior Associate Ewelina Klein, and Associate Maja Cywinska.
The Baker McKenzie team was led by Partner Mateusz Grabiec.
Greenberg Traurig has advised private equity real estate fund manager Benson Elliot on its acquisition of the Diamentum Office in Wroclaw from Cavatina Holding. Dentons advised Cavatina Holding.
The Diamentum Office building consists of eight above-ground levels and one underground level.
The Greenberg Traurig team included Partner Agata Jurek-Zbrojska, Senior Associates Anna Wisniewska, Pawel Jaskiewicz, and Magdalena Bachleda-Ksiedzularz, and Associates Filip Widuch, Samanta Wenda-Uszynska, and Iga Czerniak.
The Dentons team included Partners Bartlomiej Kordeczka and Cezary Przygodzki, Counsels Maciej Jodkowski and Tomasz Krasowski, and Associate Alicja Grabowska.
Editor’s Note: After this article was published Norton Rose Fulbright announced that it had advised Santander Bank Polska S.A. on loan facilities made available to Benson Elliot for the purpose of financing the Diamentum office building acquisition. The firm’s team was supervised by Banking Partner Grzegorz Dyczkowski, and the transaction was led by Senior Associate Joanna Braciszewska-Szarapa, with assistance from Associate Katarzyna Bodys.
BSWW Act Legal has advised Adventum on its acquisition of the Poznan Financial Center in Poznan.
Adventum is a real estate investment fund operating internationally. According to BSWW, this is the first investment the fund has made in Poland.
The Poznan Financial Center is an office building in the Old Town of Poznan. The seventeen-floor building has 18,000 square meters of gross leasable area.
The BSWW team included Managing Partner Marek Wojnar, Partner Marta Kosiedowska, and Senior Associates Mateusz Prokopiuk and Katarzyna Gora.
BSWW did not reply to our inquiries about the deal.
Greenberg Traurig has advised Spanish private equity fund Azora Europa on the sale of two office buildings in Warsaw, Cristal Park and Mokotow Plaza, to M7 Real Estate. The transaction also included advice on the repayment of existing financing. White & Case reportedly advised M7 Real Estate.
Cristal Park is a 10,000 square meter three-floor A class building. The Mokotow Plaza building offers over 15,000 square meters of office space.
The Greenberg Traurig team included Partner Agnieszka Stankiewicz, Senior Associate Rafal Siwek, and Associate Maxymilian Rybczynski.
CMS has advised Motel One, a German network of hotels operating across Europe, on its entry into the Polish market and the acquisition of the first Motel One hotel in Warsaw.
The Motel One hotel in Warsaw opened on July 2, 2019 close to the city center. The 12,700 square meters hotel offers 333 rooms.
Currently, Motel One operates 71 hotels with 20,160 rooms in Germany, Switzerland, Belgium, the Netherlands, the Czech Republic, the United Kingdom, Austria, France, and Spain.
The CMS team was led by Partner Lidia Dziurzynska-Leipert, assisted by Counsel Michal Bork, Lawyer Izabela Kultys, and Associates Barbara Krupinska-Fuganti and Aleksander Grabecki.
CMS did not reply to our inquiries about the deal.
Editor’s Note: After this article was published, Act Legal Poland (BSWW) announced that it had advised Strabag Real Estate on the “due diligence audit and acquisition of land on which the [Motel One] was supposed to emerge, as well as drafting and negotiations of the construction works agreement, subsequently followed by the building’s forward purchase.ale of a downtown Warsaw hotel.” The firm’s team was led by Managing Partner Marek Wojnar and Partner Marta Kosiedowska.
SPCG has helped AgioFunds TFI obtain the approval for prospectuses from the Polish Financial Supervision Authority necessary to create two closed-end portfolio funds in Poland.
AgioFunds TFI was working in cooperation with the Brokerage House of Bank Ochrony Srodowiska, which was the offering entity.
SPCG helped AgioFunds obtain PFSA authorization and approval of the prospectus for Series A Certificates and Certificates of Series B Fund prepared in connection with the public offer of these certificates and apply for their admission and introduction to trading on the regulated market organized by the Warsaw Stock Exchange.
As reported by CEELM on July 4, 2019, SPCG advised AgioFunds on a similar matter, related to another closed-end portfolio fund, in June.
The SPCG’s team was led by Partner Ewa Mazurkiewicz and included Partner Artur Zapala and Junior Associate Malgorzata Wawrzynczak.
Mrowiec Fialek & Partners has advised the shareholders of Pentacomp Systemy Informatyczne S.A. on their sale of a majority stake in the company to Lorentz Tech Limited.
Pentacomp Systemy Informatyczne, which was established in 1995, focuses on IT systems for companies working in the telecommunications, finance, insurance, and industry sectors in Poland and abroad, including the public sector.
The Mrowiec Fialek & Partners team consisted of Partner Miroslaw Fialek, Senior Associate Maria Krupa, and Associates Martyna Marczewska and Malgorzata Banaszkiewicz.
Mrowiec Fialek & Partners did not reply to our inquiries about the deal.
Editor’s Note: After this article was published RKKW informed CEE Legal Matters that it had advised Hong Kong-based Lorentz Tech Limited on the acquisition. The firm’s team consisted of Partner Jaroslaw Szewczyk, Attorneys-at-Law Monika Ciechomska and Magdalena Wawrzonek, Lawyers Pawel Izdebski and Pola Sarnowska, Advocate Agata Kaczmarek, and Trainee Advocates Aleksandra Modzelewska and Joanna Domzal.
The Constitutional Tribunal recently analysed regulations regarding dawn raids carried out by the Office for Competition and Consumer Protection (OCCP) and ruled that the respective law is not in line with the Constitution insofar as it excludes the possibility to challenge rulings allowing searches to be conducted.
Facts
After receiving consent to search from the Warsaw Court for Competition and Consumer Protection (the Circuit Court), the OCCP raided the premises of companies operating in the fitness sector. One of the undertakings searched appealed the ruling even though the right to challenge it before the second-instance court was explicitly excluded by the Competition Act. As a result, the Warsaw Court of Appeals suspended the proceedings and forwarded a question on the constitutionality of the respective provision to the Constitutional Tribunal.
Current regulations and tribunal verdict
According to the Competition Act, the OCCP may conduct a search of undertakings’ premises and belongings when there are reasonable grounds to suspect a serious infringement, in particular where evidence could be tampered with. The OCCP must submit a request in order to receive consent to conduct a search and get a search warrant from the Circuit Court. However, the court’s ruling in this regard (ie, a ruling authorising the search) could not have been appealed again before the higher court. The undertaking subjected to a search may have only filed a complaint with the Circuit Court regarding search-related activities that exceeded the subject matter of the search or other search-related activities conducted in infringement of the law.
According to the Constitutional Tribunal, the provision of the act pursuant to which there was no possibility to challenge consent to search before the Court of Appeals was inconsistent with the Constitution. Namely, it violated Article 78 (which states that each party has the right to appeal against judgments and decisions made at the first stage) in conjunction with Article 45.1 (according to which all parties have the right to a fair and public hearing of their case before the courts).
The tribunal emphasised that searched undertakings do not take part in proceedings before the Circuit Court and therefore cannot comment on the arguments that the OCCP presents when requesting a search warrant. As the possibility to appeal against the Circuit Court’s consent is excluded, there is no procedure under which a higher court can examine whether a search was justifiable, necessary or proportionate.
The tribunal explained that the higher court’s control in this regard should be performed ex post in order not to eliminate the surprise nature of searches. However, at the same time, the tribunal suggested that a positive outcome (for the complaining undertaking) of the higher court’s review should result in excluding the evidence collected during such searches from case files.
Comment
The direct result of the Constitutional Tribunal’s judgment will be an amendment to the Competition Act to provide searched undertakings with the possibility to appeal against Circuit Court consent to conduct searches.
To date, the Circuit Court’s decisions regarding searches had generally been favourable to the OCCP (there is no publicly known case in which the competition authority’s request for a search warrant has been rejected). It will be interesting to see whether the additional scrutiny of the Warsaw Court of Appeals will change the OCCP’s and Circuit Court’s practice in this regard.
By Pawel Kulak, Attorney at Law Schoenherr