Category: Poland

Solivan, the Polish member firm of Pontes The CEE Lawyers network, has advised German project developer WKN on the sale of the 42 MW Barwice wind farm at the end of 2018 and the 132 MW Jasna wind farm now to Germany’s Wirtgen Invest Energy GmbH and Stadtwerke Munchen, respectively. Wirtgen Invest was represented by SSW Pragmatic Solutions and Stadtwerke Munchen was advised by CMS in Germany and Poland.

According to Solivan, both wind farms are “ready for construction and awarded with a contract for difference after November 2018 auction.” The firm also reports that “construction of both wind farms is expected to be complete at mid of 2020.”

The Solivan Pontes team advising WKN — a member of the listed PNE Group — on Polish legal matters was led by Partner Christian Schnell, assisted by Associate Piotr Dziwniel. 

The SSW Pragmatic Solutions team advising Wirtgen Invest was led by Partner Dominik Strzalkowski and included Counsel Hubert Wysoczanski and Senior Associate Rafal Wlodarski.

CMS’s German team consisted of Partners Carolin Armbruster, Jochen Lamb, Dorothee Janzen, Niklas Ganssauge, Kerstin Block, and Marc Seibold, Counsel Matthias Sethmann, Senior Associates Martina Meier-Grom and Tilman Lorenz Petersen, and Associate Birgit Schlemmer. The Polish team consisted of Partners Blazej Zagorski and Piotr Ciolkowski, Counsel Agnieszka Skorupinska, Senior Associates Grzegorz Paczek and Maciej Ziolkowski, Associates Joanna Białoskorska and Piotr Prawda,and Lawyers Mateusz Mazur, Ada Szon, Tomasz Pietrzyk, and Karol Jaworecki.

Mrowiec Fialek and Partners has advised private equity fund Value4Capital on the sale of the Konsalnet group’s operations in the field of security of persons and assets, including manned guarding, GPS monitoring, and technical security systems, to Separgefi SAS.

The transaction did not include the Konsalnet’s cash processing and conveying operations.

Separgefi is a member of France’s Seris Group that provides global security services to properties and personnel. Konsalnet Holding S.A. is a holding company for the group of companies operating in the area of persons and assets security.

Mrowiec Fialek did not reply to our inquiry on the matter.

Hogan Lovells has successfully represented the Malta Foundation in a dispute against Poland’s Ministry of Culture and National Heritage before the Regional Court in Warsaw.

In 2016, the Malta Foundation and the Ministry of Culture and National Heritage entered into a three-year contract to have the Malta Foundation organize the “Malta Festival Poznan,” in return for annual dedicated subsidies. The Ministry did not pay a subsidy of PLN 300,000 in 2017, however, because Olivier Frljic, a stage director and the author of the play The Curse, became one of the Festival curators, and The Curse generated protests by conservative groups, who claimed the play insulted religious feelings.

According to Hogan Lovells, “at the first hearing on March 25, 2019, the Malta Foundation’s procedural representative pointed out that although the proceedings concerned primarily the issue of the Ministry’s non-performance of the contract, the circumstances of the case might also suggest a violation of the artistic freedom guaranteed by the Constitution, in the form of so-called soft censorship.” The General Counsel to the Republic of Poland, which represented the Ministry, claimed that the complaint should be dismissed in its entirety, arguing that the Ministry had the full right not to pay the subsidy for the festival organization in 2017.

According to Hogan Lovells, the Regional Court concluded “that the obligation was of a purely contractual nature. The court also found that the provisions of the 2016 agreement for the payment of subsidies earmarked for the organization of the Malta Festival Poznan in 2016-2018 were clear and unambiguous. The court noted that the agreement entitled the Ministry to reduce the fee only in strictly-defined situations, but emphasized that none of these situations had occurred in the case at hand. The court also pointed out that the Ministry had known that Oliver Friljic would be the Festival’s Curator as early as in 2015, so his appointment should not have led to the refusal of the subsidy for the Malta Foundation.”

As such, the Court ordered the State Treasury represented by the Minister of Culture and National Heritage to pay a subsidy of PLN 300,000 plus interest to the Malta Foundation on account of the unpaid dedicated subsidy originally granted in 2017 for the organization of the Malta Festival Poznan.

The court’s judgment is not yet final.

Hogan Lovells’ team consisted of Counsel Wojciech Marchwicki and Associate Przemyslaw Tacij. 

Kochanski & Partners has advised IB6 Fundusz Inwestycyjny Zamkniety Aktywow Niepublicznych, an investment fund managed by the Griffin Real Estate group, on the sale of a Warsaw office building to an entity belonging to the Generali group. The purchaser was reportedly supported by White & Case and Baker McKenzie.

The building, which offers over 15,000 square meters of office space and retail units at the ground floor level, was recently refurbished. The main tenant is the Polish Financial Supervision Authority.

K&P advised the Griffin Real Estate group at the stage of preparation of the transaction, as well as on conclusion of the preliminary share purchase agreement and on the closing of the transaction. 

The K&P team was led by Senior Partner Rafal Rapala and Senior Associate Kacper Czubacki and included Partner Pawel Cholewinski, Counsel Marcin Rzysko and Karol Polosak, and Associates Malwina Jagiello, Kamil Wroblewski, and Sylwia Mizera.

In addition, the K&P Banking/Finance team led by Partner Olgierd Swierzewski and including Senior Associate Daniel Kozlowski and Counsel Agnieszka Serzysko advised on the financing of SO SPV 57 sp. z o.o.

Baker McKenzie’s team consisted of Partner Katarzyna Kopczewska, Counsel Michal Maj, and Associate Michal Nocon.

The Greenberg Traurig Warsaw office has advised VD Invest, a subsidiary of Vantage Development, on the sale of Wroclaw’s Delta 44 office-retail building to pan-European investor and asset manager M7.

The Greenberg Traurig team was supervised by Partner Agata Jurek-Zbrojska and led by Local Partner Justyna Szwech, supported by Senior Associate Zuzanna Bafia and Associate Wiktor Waclawski. The team also supported the Client when it concluded the preliminary sales agreement for this property in October 2018.

Greenberg Traurig declined to identify legal counsel to M7 in the deal.

Gide has advised Yareal International on the sale of buildings A and B in Warsaw’s LIXA office project to Commerz Real AG. Commerz Real was advised by Baker Tilly in Poland and Linklaters in Luxembourg.

Commerz Real acquired the property through its Luxembourg company CR Fund Management S.a r.l. for South Korean investor Hana Financial Investment. According to Gide, the transaction will be finalized once Yareal completes the two buildings. 

The LIXA office project is in Warsaw’s Wola District. Buildings A and B, constituting the first stage of the project, will offer a combined leasable area of 28,700 square meters, and they are scheduled for completion by mid-2020. 

Gide’s team included Counsel Blazej Czwarnok and Associates Rafal Osetek, Aleksandra Kobylinska, and Mateusz Rojek.

RKKW Kwasnicki, Wrobel & Partners has successfully represented Leszek Gierszewski, the majority shareholder and president of the board of Drutex SA, in a family business dispute in the District Court in Gdansk and the District Court in Slupsk.

On March 5, 2019, Drutex obtained confirmation by the District Court in Gdansk, Commercial Division, that Gierszewski, who holds over 75% of shares in Drutex, is the only person authorized to exercise rights arising from the majority of shares of Drutex. Despite the application of Grazyna Gierszewska, his wife, the judgment was not suspended or revoked by the court of first instance.

According to RKKW, the judgment had a significant impact on decisions regarding Grazyna Gierszewska’s application to secure claims filed with the District Court in Slupsk, designed to establish that spouses should exercise rights attached to shares of Drutex together. However, the District Court in Slupsk in its decision of March 25, 2019 accepted Leszek Gierszewski’s arguments to the contrary.

As a result, RKKW reports, during the general meeting of shareholders on March 26, 2019, the majority shareholder was able to independently exercise rights attached to shares, and decided to change the statute and bodies of company, stabilizing the situation in the company. RKKW provided legal services and chairmanship of the meeting.

RKKW Partner Damian Dworek commented: “Family court, in cases regarding the separation of property, should not decide on the corporate governance of the company, which is not a party to the proceedings. Ms. Gierszewska application directly violated, or was supposed to circumvent both the regulation of commercial law, which regulates functioning of joint-stock company, and decision of District Court in Gdansk of March 5, 2019.” 

RKKW’s team consisted of Partner Damian Dworek and Radoslaw Kwasnicki. 

Greenberg Traurig Warsaw has advised Akron Investment Central Eastern Europe II and Heitman on the sale of 100% of the shares in the Warsaw Trade Tower office building to Globalworth Poland Real Estate.

The Warsaw Trade Tower building is a 38-story office building located in the Wola district of Warsaw. It provides 45,400 square meters gross lease area.

Akron Investment Central Eastern Europe II is a fund belonging to the Akron Group, an Austrian group investing in office, commercial, and logistics properties.

The GT team was led by Partner Agata Jurek-Zbrojska, supported by Local Partners Dominik Rafalko and Malgorzata Madej-Balcerowska, Senior Associates Zuzanna Bafia, Pawel Jaskiewicz, and Kamil Majewski, and Associate Jakub Gajzler.

GT did not reply to our inquiries about the deal.

Editor’s Note: After this article was published, Dentons informed CEE Legal Matters that the firm advised Globalworth Poland Real Estate on the deal, and that the value of the transaction was EUR 133 million.

Dentons’ team consisted of Partners Pawel Debowski and Maciej Ryniewicz, Senior Associate Magdalena Osobka-Morawska, and Associates Marta Jonczyk and Magdalena Witka. 

Dentons Warsaw has advised Patrizia Immobilien AG, the Germany-based provider of real estate investments, on the sale of the Atrium International office building in Warsaw’s central business district to Strabag Real Estate. Act BSWW reportedly advised Strabag on the acquisition.

Atrium International is a modern six-storey office building providing over 12,000 square meters of rentable space and 170 parking spaces. According to Dentons, the property is extremely attractive in terms of investment location. The local zoning plan allows for development of towers measuring up to 135 meters.

Dentons’ team was led by Partner Pawel Debowski and Senior Associate Arkadiusz Debski.

Dentons Warsaw has advised a fund managed by GLL Real Estate Partners on the acquisition of the Gatehouse Offices, the first building in the Warsaw Brewery complex, from Echo Investment. White & Case and Baker McKenzie advised Echo Investment on the sale.

The transaction value is EUR 76.8 million.

The Brewery complex is located in the center of Warsaw. According to Dentons, it will be a new urban quarter, open to all, formed by a potpourri of residential buildings, office buildings, and public squares, rest and recreation areas, cafes, restaurants, and shops. The project covers approximately 110,000 square meters of usable space and includes around 600 apartments for sale, 450 apartments for rent, historical cellars, and a brew house, with restaurant and entertainment zones.

Dentons’ team consisted of Partner Pawel Debowski, Counsel Anna Garbula-Wegrzynowska, and Associate Katarzyna Lawinska.

White & Case’s team was supervised by Local Partner Michal Matera, supported by Associates Michal Plich, Malgorzata Jastrzebska, and Marta Strykowska.

Baker McKenzie’s team, which advised Echo Investment on tax matters, consisted of Partner Katarzyna Kopczewska and Counsel Michal Maj.