Category: Poland

  • Dentons Advises LRC Group on Acquisition of Apartments in Warsaw

    Dentons Advises LRC Group on Acquisition of Apartments in Warsaw

    Dentons has advised the LRC Group on its acquisition of 175 apartments and commercial spaces in a modern housing estate in Warsaw.

    Dentons reports that, “the asset is conveniently located in Powisle, the most prestigious part of Warsaw, in the vicinity of green areas and the Vistula river.” According to the firm, “the transaction continues LRC’s strategy to increase its investment volume in Poland.”

    David Landwehr, Head of Operations Germany at the LRC Group, led the transaction on behalf of the company. The Dentons team included Partner Piotr Staniszewski, who supervised the project, and Counsel Jakub Sobotkowski, who led the transaction team with the support of Senior Associate Anna Kokeli-Targowska and associate Maciej Roman.

    Dentons explained that it was unable to provide additional information on the deal.

    Editor’s Note: After this article was published, Chajec, Don-Siemion & Zyto informed CEE Legal Matters that it had advised the seller, which remained unidentified, on the deal. The CDZ team was led by Partners Andrzej Chajec and Piotr Zapalski, supported by legal advisors Olga Polowianiuk-Keczmerska and Szymon Zyto.  

  • Poland: Machine Learning Algorithms – Is a Change in Approach to Civil Liability Required?

    This overview aims to highlight selected potential Polish law issues related to liability for damages caused by machine learning algorithms (MLA) which an entrepreneur operating, buying or selling a business based on MLA may face and should consider. Needless to say, the civil law liability touched upon here is not the only liability regime which should be borne in mind. For the sake of clarity, however, matters related to specific sector regulation (e.g. for medical devices), intellectual property rights, GDPR as well as criminal liability are not addressed below, although they are equally important for MLA-based business.

    All these terms… 

    Machine learning algorithms, artificial intelligence, robots – all these buzzwords represent the real growing importance of machines able to make autonomous decisions. There are plenty competing definitions of these terms (applying both mathematical terms and psychological or philosophical aspects). This overview focuses on socalled reinforced learning algorithms, i.e. algorithms collecting data without the constant input of an operator and autonomously making decisions (affecting its surroundings) based on a balance between potential risks and profits. These algorithms also act without human supervision.

    Where we are 

    The legal aspects of the development and use of MLA are discussed at the international (e.g. at the forum of UN agencies), European Union1 and national levels. At the time of writing this overview (September 2018), no regulation addressing the specific concerns raised about the civil law liability or accountability of MLA (or more broadly algorithms and robots) has be implemented or proposed, save for various proposals of codes of ethics which would apply to developers and users/beneficiaries of MLA.

    Lack of specific regulation does not mean that there is no regulation. On the contrary, the Polish Civil Code provides for a wide range of possible liability regimes to be applied to MLA, such as liability for dangerous product, tort liability (based on the risk principle) or contractual liability based on the agreed contractual terms.

    In some circumstances it is debatable which liability regime applies. For instance, it is discussed if and when MLA constitutes a “product” within the meaning of the provisions related to liability for dangerous products depending on the specific features of the given MLA and on the circumstances of damage. But such features are not unique to MLA, since the aforementioned issues may also arise in cases involving “traditional” machines.

    What is specific to MLA as opposed to fully human-controlled machines is its complexity, unpredictability and scale. In other words, it would be difficult in many cases to determine and apply the proper level of due diligence in designing and using MLA, because the due diligence needed in creating autonomous systems is hard to imagine in detail upfront and not all risks can be foreseen. For these reasons, and to address public fears related to lack of control over MLA, strict rules of liability, e.g. based on the risk principle (making it difficult for the accountable user or developer of the MLA to release itself from liability) likely will be applied.

    Sometimes, even identifying the developer, user or beneficiary of the MLA’s operations will be difficult, if at all possible.

    Where we are heading 

    The solution is not yet clear. The legislation may basically go in two opposite directions:

    • the model of liability which now applies to traditional machines will only be modified. For instance, MLA developers and users will be obligated to follow specific rules of conduct and due diligence, but generally some level of innovative risk will be accepted. Additionally, individuals affected/harmed by operation of MLA will relatively easily pursue claims for damages, but on the other hand, the liable person/entity developing or using MLA will enjoy viable defences; or
    • governments create an authorisation-like system for employing MLA. For example, to apply an MLA, the entrepreneur will need to first seek governmental approval or at least ensure a high premium insurance policy before the given MLA is implemented. Moreover, developers or users will be subject to very strict liability rules (in the worst-case scenario they will be practically unable to release themselves from liability).

    The adopted approach will most likely lie in between these extremes.

    What should be analysed when assessing liability risks in the short and medium term?

    When assessing the liability for MLA, operation risk (e.g. when drafting a contract on purchase or sale of a business developing or using MLA) it is worth being up-to-date with the legislation. In particular, stakeholders should bear in mind that:

    • the development and implementation or commercialisation of MLA should – at least until specific legislation is implemented – follow the rules for implementation of other high-risk products currently in force to the furthest possible extent (and with an even higher standard of care in mind). This means that the strict liability for any personal injuries inflicted as a result of MLA should be borne in mind; 
    • as long as liability for MLA development and operation is not specifically regulated in Polish law, the applicable legal provisions in use for standard machinery should be applied, even if there are doubts about whether they are binding;
    • due to the complexity and unpredictability of MLA, it is virtually impossible to adopt a one-fits-all approach;
    • the far-reaching effects of MLA and lack of control over it can multiply bias embedded in MLA by developers and hence the damage and the amount of compensation payable;
    • the absence of a common approach among potential legislators makes it difficult to predict how the laws affecting MLA will develop, i.e. whether they will be open or restrictive. In any case, a company developing or using MLA may be required to disclose the algorithm and perhaps also explain how it makes decisions. This will limit the company’s competitive edge, as other companies may try to apply similar MLA (regardless of whether it constitutes a breach of IP laws or not). Sometimes it will not be possible to easily explain how the “blackbox” in-built in the MLA works;
    • ongoing changes in sector regulation, for example, concerning road safety if MLA is driving a car. 

    By Krzysztof Pawlak, Counsel Schoenherr

  • A Fond Farewell: Wolf Theiss’s Ron Given is Going Home to Chicago

    A Fond Farewell: Wolf Theiss’s Ron Given is Going Home to Chicago

    CEE Legal Matters has learned that, after ten years in CEE, and shortly after attending the annual Deal of the Year Awards Banquet in Budapest, Wolf Theiss Warsaw Co-Managing Partner Ron Given – a key member of the Deal of the Year Final Selection Committee, as he was last year – will be bidding adieu to the region and heading back home. We reached out to Given, a long-time friend of and supporter of CEE Legal Matters, to learn more, and to get his thoughts on a productive, profitable, and geographically-diverse decade in Central and Eastern Europe.

    CEELM: So, after more than a decade with Wolf Theiss in the CEE/SEE, you’ve announced that you will be heading home to Chicago at the end of March. Remind us how this extended tour began, can you?

    Given: I had spent about thirty years with a good international law firm named Mayer Brown. Although I was always based in Chicago, my corporate and finance practice had a distinct international flavor. I represented many UK, European, and Asian clients as they invested in the States and then helped them with ongoing operations. It was always fun, whether it involved UK companies buying lignite properties in Louisiana, Italian companies running into problems with their domestic distribution of wines, German companies buying auto part makers in Detroit, Austrian companies buying metal fabricators in Tennessee, or Swiss companies buying tech start-ups in Silicon Valley. I also had the chance to help manage Mayer Brown’s Tokyo office and to participate in its early efforts to make good on opportunities arising in China. After Mayer Brown, I served as the general counsel for a listed international insurance company (a former client) based in Bermuda. That was an equally enriching experience (involving, for one thing, a tender offer for a Lloyd’s syndicate), but I had an itch for something else that just wasn’t being scratched. Then I received an email from a recruiter in this part of the world (the timing was perfect) and the rest is history!

    CEELM: What do you mean?

    Given: Well, it was sometime in the summer of 2008 that I received an email about a Vienna-based law firm called Wolf Theiss, an outfit I had never heard of but was assured was first-class, that was looking for a “senior”-type European or American lawyer to join them in Vienna and to commute to Zagreb (a place I had never been) to help manage its operation there. I was working late at home and remember very vividly turning to my Japanese wife and saying, “Croatia, Croatia, there was a war or something there once, wasn’t there”? I am a man of the American Midwest and, frankly speaking, things Central Europe just do not dominate our radar screens. After being briefed (and a bit ridiculed) by my wife, who for some reason was a treasure trove of knowledge about Croatia, I responded that if I wanted to commute for a living I would just keep the job I had (I was traveling essentially every week), but that if I could live in Zagreb (a place I had never been, remember) then I would consider the job. In that I was changing the specs a bit I thought I might not hear back. But they did come back to me, and within days they had me flying to Vienna to be interviewed by Wolf Theiss partners.

    Once I had an offer the Vienna guys were ready to go – but I pushed back. I told them they should not select me before sending me to Zagreb to be interviewed by the associates there and that they should be given the final say about my suitability. As you might imagine, this approach did not entirely align with the Austrian mindset (and probably was their first inkling that I was a slightly different animal than that to which they are accustomed!), but I felt this was the only way to assure local buy-in. As it turned out, I managed to pass muster with the Croats, as well.

    CEELM: So it turned out to be an easy decision?

    Given: Not really. You have to remember this was the summer of 2008. The world was about to change in ways no one could predict. I recall flying back to Chicago with my wife after the Zagreb vetting and asking her why I should do it. I said I liked everyone I had thus far dealt with at Wolf Theiss but would be giving up a known work life (including a bunch of stock options) for something very different. I recall my wife, who was and is more broadly traveled than me, looking at me and sweetly saying, as perhaps only a spouse could: “Ron, you are getting too old to pass on opportunities like this. We don’t need those stock options. You claim to be ‘international’ but you really don’t become international by flying into places like Tokyo and staying at the Imperial for a few weeks. You need to actually live overseas.” I have to say I was a bit taken aback by the approach, encouraging me to do something on the grounds that I was getting old! Although it was very good advice, in perhaps the way of men I could not immediately agree with it. But I eventually did and it was one of the best decisions I ever made. So, in October of 2008, I packed up for Zagreb. I spent my first night there in an apartment that had been rented for me and the biggest challenge of my first working day was remembering where the office was – I eventually found it after some stumbling around!

    CEELM: What’s the moral of all this, so far?

    Given: I suspect my wife would say that the primary lesson is that one should always listen to one’s spouse! While I wouldn’t disagree with that, I would also say that you just have to be open to a little serendipity in life. I should have been clued into that a little earlier than I was given how I started at Mayer Brown in 1978. I knew it would be a long shot when I signed up for a law school interview. My first surprise was that I actually got an interview slot. The morning of my interview I was walking to the law school (carrying the only suit I owned, bought on credit, in a garment bag slung across my back) through a little woods that surrounded it, when I came upon a guy immaculately dressed in a pin-striped blue suit and obviously very lost. I asked him if he was looking for the law school. He said he was and I told him he could walk with me because I was headed in that direction. As we made our way he asked me how I knew he was looking for the law school. It really wasn’t that hard given the way he was dressed and I simply replied: “You look like a lawyer.” He beamed a smile ear to ear. It turned out he was the Mayer Brown partner that was to interview me that day. I obviously had stumbled upon a very receptive part of his ego and he subsequently kept after me relentlessly until I accepted Mayer Brown’s offer. So, I can only suggest if you happen to get lucky, go for it!

    CEELM: Coming back to the present: You have been to more places than Zagreb for Wolf Theiss, right?

    Given: Correct. I was the Managing Partner in Zagreb until 2013. From 2013 through 2014 I assumed a Senior Partner role in Prague and Kyiv, and, in 2015 I took up a Managing Partner role in the Warsaw office.

    CEELM: What exactly did you do at each stop?

    Given: In each office the goal was essentially to replace myself. I worked on really integrating each office into the whole firm, sharpening the talents of existing personnel (always very young), bringing in fresh talent, and hustling for new work.

    CEELM: What was the biggest challenge?

    Given: People, of course, as they are the critical element of any service firm’s success. Basic legal ability was usually not a problem. More times than not I have had very good people to work with. The challenge has been to get those people to be more commercially and marketing-oriented. That has not been so easy, but the dramatically improved numbers of every office I have passed through show that I have had some success in that regard. No matter what, I at least managed to move the needle.

    CEELM: How did you do it?

    Given: Essentially by example (like making it a point to have a good LinkedIn profile) combined with a whole lot of persistence and pushing. During my years at Mayer Brown I never left the office for my long commute home unless I convinced myself that, in addition to doing the work on my table, I had done two things: Something that improved myself professionally (like reading an article on new legal developments) and in some way having reached out to a client or prospect in regard to potential future work (even something simple like sending them an article that I thought they might be interested in). I have never convinced anyone else to be so intense in their efforts (and maybe that’s for the best), but I know I have in fact impacted the thinking of many. In Warsaw, for example, the target agreements of even our most junior lawyers have a business development component. For the more junior ones, the target simply requires them to participate in the business development efforts of others. We keep the essential team component for the more tenured associates, but for them we add the element of actually initiating efforts. We have also required a business plan when considering even rather junior hires and expect them to include business development ideas in their plan. It’s never too early to start. Having spent time as a general counsel (a role everyone should have at least once for no other reason than being amazed at how many “friends” pop out of the woodwork), and being on the receiving end of many a pitch, I also know that you don’t have to be that good at selling yourself to be better than most lawyers.

    CEELM: Any other thoughts on business development?

    Given: Many of our engagements come to us these days on a “transactional basis.” We are more or less herded together to “bid” on a matter, with the prize usually being awarded to whoever manages to bend down the lowest. But real relationships still matter and you overlook developing them at your peril. The recent Hisense takeover of Gorenje – one of Wolf Theiss’ and the region’s largest deals in 2018 – is a good example of this. Some 20 years ago a young Chinese business-woman (who I had only met once) emailed me (yes, we did have email that long ago, although it was on our desktops not on our phones!) saying she had been admitted to the University of Chicago’s MBA program but, with less than two weeks to go before classes were to start, her visa had been denied for unknown reasons and she wanted to know if I would help her. Everything in me told me I should not get involved. For one thing, I did not know anything about visa work. But the situation seemed so unfair that my better angels got the best of me. I found a colleague at Mayer Brown who knew the person in charge of the visa office in Beijing and he reached out with the simple request that we be told what the problem was and be given the opportunity to fix it. The decision was immediately reversed (without explanation) and that young lady got her MBA and has gone on to a very successful investment banking career in Hong Kong. Hisense is her client and when they needed Slovenian counsel to buy Gorenje she called me up and asked me whether we could help – it did not take a genius to know the right answer to that question! Another example is the large number of international interns that I was responsible at Mayer Brown over the years. Oh, how my partners got on me about the cost of that activity. Well, many of them have also gone on to become very successful in business and have sent me lots of good work, getting a kick, I think, about the opportunity to be the boss of their former boss. You just need to keep the long term in mind as you bugger through the day-to-day grind. What goes around truly does come around. Law firms still drop the ball a lot in this regard.

    CEELM: Is there anything you would do differently, looking back on these ten years in the region?

    Given: You always have to keep learning and adjusting in response to the hand you are dealt. A self-imposed pressure in each of the assignments I have undertaken is that I targeted an aggressive timeline to accomplish what needed to be done before moving on, so I always felt like a “ticking clock” was dangling over my head. I made retention and hiring decisions based on what I thought would be good for the firm, the office and the candidate, a particular hole I was trying to patch at the time, and, frankly speaking, on what I could afford – never, though, based on personal preferences or who I thought would be the easiest for me to deal with. All of this sometimes led me to perhaps push a bit too hard (with occasional “shock and awe”!) and appear to ignore cultural differences. I forget which Dirty Harry movie it comes from, but I have often reminded myself of Clint Eastwood’s advice that “a man has got to understand his own limitations.” Pulling me the other way is a tendency not to see things as they are but as they could be. Whether or not I ever got too close to the edge, my goal was never to make, for example, a Ukrainian lawyer an American lawyer. I wanted those Ukrainians to be very good Ukrainian lawyers who would be always be welcomed as an equal in the very competitive international market.

    CEELM: What was the most satisfying part of the job?

    Given: Although I have spent a lot of time on marketing and management (particularly in Warsaw), I have made it a point to “keep my fingers on the strings” of actually practicing law whenever I could. Doing deals and client work is still as much fun for me now as when I started in the game in 1978. It’s what makes me come alive, I think. That said, it has also been great to watch individuals among the lawyers and staff I have managed and mentored as they have developed and progressed professionally. There are scores of lawyers within Wolf Theiss that have really come up through the ranks during my tenure, all the way to equity partner. In the end such are the things that really endure as accomplishments. One other thing comes to mind. During my first year in Zagreb I made the decision to let three of our most senior lawyers go. They were all great people but the roles they were in were just not good for them – or for us. The situation reminded me of the response I got from the first woman I asked to marry me. She replied that she was sure I would make a great husband for someone, just not her! It’s the same with jobs. You have to find the spot that fits you. Although all of those people were initially very mad at me, I now count all of them as my friends. In fact, I was in Washington some years back at an IBA reception with my wife when one of them – a rather attractive young lady – came up on me by surprise and gave me a big hug (which necessitated some quick explanations to my wife!). All of them now thank me for the push I gave them that has resulted in them spending their days doing what they like to do. I feel good about that.

    CEELM: Do you think there is a place for other expats like you in the region’s law firms?

    Given: The days of populating local firms with expats is certainly long gone. However, the answer to your question is that it is really situational. You have to have a nimble and forward-thinking firm and the candidate has to be right, as well. The one thing I can say for sure is that the role is certainly not for someone looking for a nice, slow ride into the sunset.

    CEELM: Any observations about changes in the overall regional market during your tenure?

    Given: Like the world market, competitive (and especially pricing) pressure is increasingly intense. The region was a bit immune from this for a lot longer than in places like the States. We have been seen as “exotic” and unknown to a lot of outsiders, but the benefits of that mystique, which were particularly enjoyed by “brands” like Wolf Theiss, have largely dissipated. One good result is that I see better and better lawyering, especially among the young, and an overall increase in sophistication and commercial sense. I actually feel much more comfortable with my interactions with fellow Eastern European counsel these days. Things are not so different than they are at home in Chicago. And I really do believe that CEE Legal Matters has been a contributing element to these positive trends. You guys are doing a great job helping us be our best and showing us the right path.

    CEELM: And what about the law firms you have been competing with?

    Given: As something of a student of law firms, I find this especially interesting. I have had the opportunity of “comparing and contrasting” (just as I used to do on law school exams) the relative merits of global firms like Mayer Brown (where I spent most of my career) with regional European firms like Wolf Theiss, and of pure merit-based compensation systems with lock-step systems, and can see they all have advantages – none is the perfect solution for all situations – and improvement is needed in each. In my recruiting efforts, I have noticed among some lawyers a growing detachment they feel with the global firms, and I have used it to my advantage. It reminds me of the Chinese expression of “sleeping in the same bed but dreaming different dreams.” The reality of being a lawyer in, say, Prague, is just different than being a lawyer in London, particularly regarding the way you can price services. One of my recruiting lines for such lawyers has been that if you come to a 340-lawyer shop like Wolf Theiss you may not always get what you want but you will always personally know who it is that you have to convince as to your way of thinking. You just walk down the hall or pick up the phone and talk (to someone in a similar time zone). You will not be sitting at your desk getting an email telling you the way “it has to be” from a stranger you have nothing in common with, in New York or wherever. I must say I never felt such detachment at Mayer Brown. I joined them in 1978 when the firm had about 180 lawyers, mostly in Chicago, and all the “old guys” (who were much younger than I am today!) told me the place would never get any bigger because it was already unmanageable. I was part of it as it grew into the thousands and found it easy to have sufficient personal connections in all the firm’s global locations to still consider the firm my home. I suspect that I, too, would have a different feeling if I was just thrown into an organization that was already so big. But let’s face it, the Big Four have somehow managed to do it for a long time. Maybe today’s lawyers can, too.

    CEELM: So you at least see an edge for the regionals?

    Given: I know that is a popular narrative, bolstered by the number of globals that are leaving or downsizing in places like Warsaw and Prague, but I don’t think anything is set in stone. I admire the impressive regional growth you are seeing from firms like CMS and Dentons. They are real contenders with terrific ideas. I know many lawyers with them that are very happy where they are. I would be remiss if I did not also mention the many great local outfits like Karanovic & Partners and Divjak, Topic & Bahtijarevic. When they show up, it’s really “play ball.” Equally impressive to me are the regional independent law firm affiliations that continue to sprout up. The bottom line is that nobody can relax. Everyone needs to keep looking over their shoulder to see who is after their lunch.

    CEELM: So what will be the distinguishing features of the “winners”?

    Given: I suspect you might expect me to respond by reference to the smart use of technology. That will be a critical element, I’m sure, and I must say one thing I regret about leaving the law firm environment is that I will probably not have the opportunity to see intimately how the embrace of technology will play out in our profession. I just love the technological tools we have at our disposal these days. I also see the smart use of non-lawyer staff (roles such as marketing heads and office managers) as a key – and by this I mean really empowering these people to be true partners in every literal sense of the word. I must say that during my Wolf Theiss days the only people who always exceeded my expectations came from our marketing group and the office managers who reported to me at my various locations.

    But all of that will make no difference if you don’t get the firm culture right. You have to give your people, particularly the younger ones, something that they can believe in beyond a paycheck or a prestigious business card. I am not embarrassed to say that the only reason I became a lawyer (the first in my family) was because I was tired of never having any money, and I was willing to work far too hard and to give up too many things in my private life just for the hope of someday making partner. Although that worked for me, and as it turned out I stumbled upon a profession that has me looking forward to coming to work most days, it just does not generally cut it anymore. The new deal has to be one that really “gives” as well as “takes” from each member of the team. Every member of the team has to see that they are being given the opportunity to grow and enrich his-or-herself while helping clients achieve things that they otherwise might not. I continue to believe that law firms are the perfect place for someone to look for that to happen. I grew up in a small Indiana town of about 15,000 people (that by coincidence happened to be named Warsaw), but when I got to Mayer Brown I was given the chance to do things in places like Japan simply based on my willingness and abilities. There is no “one size fits all” formula, but every law firm should be looking for similar things to enrich and “excite” the lives of their team members at the same time as they are, as they must, churning out revenues.  

    CEELM: And what does Wolf Theiss think about all of this?

    Given: It was always in the plan to go home – and now I am. The timing is right. Business was terrific in Warsaw and for the whole firm last year and, although it’s early days, 2019 promises to be even better. My partner and colleague, Tomasz Stasiak, a terrific real estate lawyer I managed to recruit based on a cold call, will be assuming my role and I have every expectation of a seamless transition. At its core, Wolf Theiss is a true assembly of friends and I will, of course, very much miss daily interactions with them. But, just as surely as “way leads on to way,” I have no doubt that our paths will cross again in many cases.

    CEELM: And finally, what’s your plan going forward?

    Given: As to what is next, I am reminded of a native American Indian expression that I am especially fond of: “There are no truths in life, only stories.” The story of my time at Wolf Theiss is a great one for me, and I really do believe that I have received much more than I have given. Just as I am sure there are many more exciting chapters left to be written by others in the Wolf Theiss story, I know my own story is without conclusion, as well. I’m really looking forward to what is to come ahead for the both of us. It will surely be grand! More down to earth, I am also forward to sleeping in my own bed for a while, something I have only done a handful of times in the last ten years.

    We wish Ron Given the best of luck in his next (and ongoing) adventure, and we’re delighted to give him a big CEELM salute for his support in the early years of our own. Thank you, Ron, and please stay in touch. – ed.

  • Greenberg Traurig Represents CCC in Launch of Business and Capital Cooperation with HR Group

    Greenberg Traurig Represents CCC in Launch of Business and Capital Cooperation with HR Group

    Greenberg Traurig has represented CCC S.A. in the execution of a complicated cross-border transaction which begins a business and capital cooperation with the HR Group, the second largest footwear retailer in Germany.

    CCC S.A. acquired 30.5% shares of the HR Group and sold 100% of the shares in its subsidiary CCC Germany GmbH. According to Greenberg Traurig, “CCC will benefit from a significant market share while HR Group will take advantage of the sourcing, production, and technology of the CCC Group. Both sides expect numerous positive effects and business synergies from the transaction.”

    Greenberg Traurig represented CCC S.A. in the execution of several agreements related to the cross border cooperation and the acquisition of a minority stake in HR Group Holding S.a. r.l.: (i) a conditional share purchase agreement regarding 12.33% of the share capital of HR Group with capiton V GmbH & Co. Beteiligungs KG; and (ii) a conditional share purchase agreement regarding 19.59% of the share capital of HR Group with Flo Magazacılık ve Pazarlama A.S, as well as a conditional share purchase agreement regarding the sale of shares in CCC Germany GmbH to an HR Group subsidiary, Blitz GmbH. CCC also provided a loan for the restructuring of CCC Germany’s stores.

    As a part of the transaction closing, several agreements regulating the cooperation between CCC and the HR Group entered into force, including a call and put option agreement between CCC and capiton for remaining the shares in HR Group held by capiton and representing 51.76% of HR Group’s share capital.

    The Greenberg Traurig Warsaw Team was led by Local Partner Daniel Kaczorowski and Associates Agata Izyk, Agnieszka Obrycka, and Katarzyna Malocha.

    The Greenberg Traurig Berlin team was led by Partner Peter Schorling and Senior Associate Sara Berendsen, working with  Associate Marco Stempin, Counsel Carsten Kociok, and Associates David Schwintowski, Lucas Wusthof, Pamela Zieba, and others.

    Greenberg Traurig is currently also representing CCC S.A. in the announced tender offer for 100% of shares in Gino Rossi S.A as reported by CEE Legal Matters on December 13, 2018.

  • Clifford Chance and Weil Advise on Hortex’s Acquisition of Polish Mineral Water Producer

    Clifford Chance and Weil Advise on Hortex’s Acquisition of Polish Mineral Water Producer

    Clifford Chance has advised Mid Europa Partners and its recently acquired portfolio company Hortex on the conditional agreement to purchase Jurajska from Bewa. Weil Gotshal & Manges advised Bewa on the transaction, which remains contingent on the consent of the Office of Competition and Consumer Protection, expected to come in the first quarter of this year.

    Both Clifford Chance and Weil advised on Mid Europa Partners’ acquisition of the Hortex Group back in 2017 as reported by CEE Legal Matters on November 6, 2017.

    According to Clifford Chance, “Jurajska is the dynamically developing producer and distributor of mineral water drawn from the Triassic level of Jura Krakowsko-Czestochowska area (the Krakow-Czestochowa Upland, also known as the Polish Jurassic Highland) and was set up more than 60 years ago. Jurajska sp. z o.o. will continue to operate as a separate company and will be the Hortex Group’s third segment of business, after juices and frozen foods (the companies Hortex and Polski Ogrod, respectively). The transaction is a strategic move for the Hortex Group because it is now entering a market which is new to it, the mineral water market – currently estimated to be worth more than PLN 4 billion in Poland and exhibiting a growth trend.”

    Clifford Chance’s team was led by Warsaw Managing Partner Agnieszka Janicka. The transactional team was led by Counsel Slawomir Czerwinski and Senior Associate Jaroslaw Gajda and included Konrad Rominkiewicz, Dominika Pietkun, Joanna Kaminska, Zuzanna Potoczna, Aleksandra Właszczuk, Aleksandra Ulatowska, Weronika Miszewska, Katarzyna Perkowska, Mateusz Chmura, and Marta Matynia.  

    The Weil team consisted of Partners Lukasz Gasinski, Robert Krasnodebski, and Marcin Iwaniszyn, Counsel Monika Kierepa, Senior Associate Marek Kanczew, and Associate Anna Aranowska.

  • BSJP Adds Two Partners in Poznan

    BSJP Adds Two Partners in Poznan

    Medical Law experts Hanna Rubaszewska and Radoslaw Rubaszewski have joined BSJP Brockhuis Jurczak Prusak Sroka Nilsson’s partnership in Poznan.

    Hanna Rubaszewska specializes in Data Protection and Medical Law and advises on Civil and Criminal law. According to BSJP, “Hanna is an expert in the broadly understood medical law, patients’ laws, to include issues pertaining to transplantology. She advises on personal data protection, among others, she has been implementing the GDPR in hospitals as well as entities from the private sector. What is more, she possesses a years’ long practice regarding civil and criminal law proceedings on the grounds of economic and labour law.”

    Prior to BSJP, she worked for RCP Rubaszewscy & Partnerzy Kancelaria Adwokatow i Radcow Prawnych, a firm that she has been with since 1999. 

    Radoslaw Rubaszewski specializes in Civil, Commercial, and Medical law. According to BSJP, “he possesses broad experience in representing business entities and consumers in litigation and arbitration proceedings as well as in providing day-to-day legal advisory services to entrepreneurs. He also exploits his knowledge and expertise as a delegated member of supervisory boards of limited partnerships. 

  • GFKK Helps with Renovation of Mieczyslaw Karlowicz Music School Concert Hall Renovation

    GFKK Helps with Renovation of Mieczyslaw Karlowicz Music School Concert Hall Renovation

    GFKK Grzybczyk Kaminski Gawlik has provided pro bono assistance to the Mieczyslaw Karlowicz 1st and 2nd Degree State Music School in Katowice for the renovation of its concert hall in the school building. The main work contractor was Dombud S.A.

    The renovation was completed at the end of 2018. 

    The renovated hall has new acoustics and a new lighting system, sound system, and auditorium, which can accommodate approximately 160 spectators.

    GFKK did not reply to our inquires about the deal.

  • Clifford Chance and K&L Gates Advise on Hoist Finance Acquisition of NPL from GetBack

    Clifford Chance and K&L Gates Advise on Hoist Finance Acquisition of NPL from GetBack

    Clifford Chance’s Warsaw office has represented Hoist Finance, a Swedish financial services company active in nine European countries, on its acquisition of non-performing loans from Polish company GetBack. K&L Gates advised GetBack on the sale.

    According to Clifford Chance, Hoist Finance has submitted an offer to acquire assets held by Polish debt management and collection company GetBack. Hoist Finance has now entered into an agreement to acquire assets at a value up to approximately PLN 400 million. More than 95% of the assets are comprised of non-performing unsecured consumer loans; a minor part includes secured consumer and small and medium enterprises loans.

    The transaction is expected to close in mid-April 2019 and is subject to approval by the relevant authorities and stakeholders, including the court supervisor of GetBack.

    The Clifford Chance team was supervised by Warsaw Managing Partner Agnieszka Janicka and included Counsels Tomasz Derda and Krzysztof Hajdamowicz, Senior Associate Kacper Bardan, and Associate Katarzyna Aleksandrowicz.

    The K&L Gates team consisted of Partner Adam Stopyra, Partner Lech Gilicinski, and Counsel Lech Najbauer.

  • Dentons Advises mBank on Acquisition Financing for MCI Investment in IAI

    Dentons Advises mBank on Acquisition Financing for MCI Investment in IAI

    Dentons Warsaw has helped mBank prepare and negotiate the financial documents related to private equity fund MCI.EuroVentures’ acquisition of a 51% stake in software company IAI S.A.

    According to Dentons, the transaction is an example of a leveraged buyout investment partly funded by the acquisition and mezzanine finance. MCI’s investment amounts to PLN 140 million. IAI’s founders retain ownership of 49% of the shares.

    IAI offers e-commerce and e-travel software on a software as a service model, enhanced with a comprehensive array of services dedicated to online stores and accommodation bookings. 

    Dentons’ team consisted of Partner Mateusz Toczyski, Counsel Piotr Nerwinnski, and Associates Justyna Jamrozy and Marta Borowska.

    Editor’s Note: After this article was published CEE Legal Matters learned that Deloitte Legal Poland had advised MCI on the acquisition. The team consisted of Partners Pawel Moskwa and Karol Kicun, Managing Associate Mateusz Izowski, and Associates Diana Sofu and Krystian Kowalski.

  • WKB Successful for Organizer of Krakow Music Center Project in Defending Selection Procedure

    WKB Successful for Organizer of Krakow Music Center Project in Defending Selection Procedure

    On January 25, 2019, Poland’s National Appeals Chamber dismissed an appeal of the results of the contest to develop the urban-architectural Music Centre and City Park concept in Krakow which was organized by the Malopolska Voivodeship and the Municipality of Krakow. The organizer of the contest was supported by WKB during the entire appeals procedure.

    According to WKB, the Music Centre “will serve the most important orchestras in the Malopolska Voivodeship, including the Karol Szymanowski Philharmonic, the Capella Cracoviensis, and the Sinfonietta Cracovia. Completion of construction is planned for the end of 2024. The cost of the project is PLN 265 million.”

    According to WKB, “the contest for the creation of a concept … was completed at the end of 2018. Teams of both Polish and foreign architects took part in the contest, and the first prize was awarded to a Polish-Italian consortium [consisting of] SBS Engineering Group Sp. z o.o. and the Rome-based 3TI Progetti Italia – Ingegneria Integrata S.P.A.. One of the participants challenged this decision and demanded that the selection procedures for the best entry be cancelled, alleging that the entry did not comply with the rules and regulations of the contest.”

    “As many as six hearings were held before the National Appeals Chamber,” WKB reports. “The NAC fully accepted the arguments raised by WKB’s lawyers regarding the correctness of the contest jury’s assessment of the works, and the absence of an infringement of any provisions of the rules and regulations in this respect. The appellant’s allegation of a breach of the principles of fair competition and the unequal treatment of contest participants was also found to be groundless. The NAC also disagreed with the appellant’s arguments concerning the omission of the key functional, utility and acoustic aspects of the future Music Centre complex during the evaluation of the contest entries.”

    The WKB team representing the organizer of the project consisted of, among others, Senior Partner Jan Rolinski, Partner Wioleta Polak, Senior Associate Magdalena Zielinska-Kuc, and Associate Piotr Wojdak.