Category: Poland

Soltysinski Kawecki & Szlezak has advised a consortium consisting of Ferrovial Agroman, Budimex, and Estudio Lamela in its reaching of a settlement with Przedsiębiorstwo Panstwowe “Porty Lotnicze” in a dispute involving the extension of the Warsaw Okecie International Airport.

According to SK&S, Madrid-based Ferrovial Agroman S.A. and Estudio Lamela S.L.P and Warsaw-based Budimex S.A. reached a settlement with Warsaw-based Przedsiebiorstwo Panstwowe “Porty Lotnicze.” According to the firm, “the settlement brought an end to a dispute concerning the realization of the “Extension of the International Airport Warszawa Okecie – Construction of Passenger Terminal 2 Together with Technical Infrastructure” contract, which had been ongoing before the Court of Arbitration at the National Chamber of Commerce.”

The SK&S team consisted of Senior Partner Dariusz Skuza, Partner Rafal Waszkiewicz, and Senior Counsel Anna Grzywczak-Kubiak.

SPCG has successfully represented MetLife Open Pension Fund (OFE) as one of five defendants in a dispute regarding the failure to announce a call for subscriptions for the sale of shares in connection with the alleged conclusion by the shareholders of an agreement regarding consistent voting at the general meeting and conducting a persistent policy towards the public company.

The plaintiff in the case — which was based on article 73 paragraph 2 and article 87 paragraph 1 part 5 of Poland’s Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies — was one of the company’s shareholders, who argued that due to the failure to announce the call for subscriptions for the sale of shares by the members of the alleged agreement, he suffered damage of an amount equal to the difference between the price for which he sold his shares and the price that would have resulted from a call for subscriptions.

The firm reports that the plaintiff’s claims “were considered unjustified and unfounded by the Regional Court in Warsaw,” which dismissed the claim in its entirety. The Court of Appeals in Warsaw also dismissed the shareholder’s appeal, finding that there was no agreement between the shareholders regarding the consistent vote at the general meeting and the conduct of a persistent policy towards the company. According to SPCG, “the Court of Appeal also made a theoretical analysis in which it confirmed that even if hypothetically, it accepted the existence of an agreement — which was not the case — ad hoc agreements do not fall within the scope of the normalization of art. 87 par. 1 p. 5 of the Act on Public Offering.”

The SPCG team representing MetLife OFE included Partners Ewa Mazurkiewicz and Artur Zapała and Associate Magdalena Gutowska.

Greenberg Traurig Warsaw has advised Golub GetHouse, as the landlord, on a lease concluded with WeWork, a flexible workspace provider, which became the exclusive tenant of office space in the Western Building of the Mennica Legacy Tower complex. DLA Piper advised WeWork on the deal.

The Mennica Legacy Tower complex, consisting of a 140-meter high Mennica Legacy Tower and an adjacent 43-meter Western Building being developed on the corner of Prosta and Zelazna streets in Warsaw by Golub GetHouse and Mennica Polska, will have a total lease area of 65,630 square meters. The complex was designed by the Chicago-based Goettsch Partners architecture studio, which appointed Epstein, a recognized design and construction company, as its local partner for the project. 

Golub GetHouse is a real estate developer and investment company with over 55 years of experience on the real estate market in the United States and Europe. In Poland, the company has already completed the following office buildings: Warsaw Financial Center, International Business Center, Warsaw Corporate Center and PRIME Corporate Center – the head office of Raiffeisen Polbank.

WeWork is a global network of workspaces and supporting services with over 5,000 employees worldwide. Among its clients are start-ups and large corporations, including IBM and HSBC. Currently, the WeWork network consists of 253,000 members who use over 280 offices located around the world.

The transaction was led for Greenberg Traurig by Local Partner Magdalena Zyczkowska-Jozwiak, who was supported by Associate Agnieszka Gul-Czajkowska and Associate Karol Lewandowski.

The DLA Piper team included Counsel Michal Pietuszko and Associate Agata Koczorowska.

Act BSWW has advised Volkswagen on the acquisition of a new property in Poznan.

According to Act Legal, the property ”is crucial for the development of the company’s local factory.”

“For me, as the person who was managing the process of purchasing the properties,” commented Tobiasz Adam Kowalczyk, Legal Director of Volkswagen Poznan, ”it was important that Act BSWW advised Volkswagen Poznan not only in strictly legal matters, but also properly counted the business risks and was a real support for my project team, which undoubtedly contributed to the positive finalization of purchasing the properties, all within the framework of the schedule for realization of future investments.”

Act BSWW’s team was led by Partner Marta Kosiedowska.

Act BSWW was not authorized to give details on the seller, nor their representation.

KZP has advised EPP on its EUR 91.1 million acquisition of King Cross Marcelin shopping center in Poznan. The transaction consisted of the acquisition of 100% of shares in Poznan Zonkil S.A., the owner of the shopping center, from the King Cross Group. The seller’s advisor was the Michal Bieniak Law Firm.

EPP is an investment company, listed on the Johannesburg and Luxembourg stock exchanges, operating as a REIT and investing in real estate throughout Poland.

The King Cross Marcelin shopping center in Poznan is 99% leased to approximately 120 tenants such as: Auchan, Media Markt, H&M, Intersport, Jysk, Reserved, New Yorker, CCC, Smyk, Empik, Pepco, Rossmann, Super-Pharm, and McDonald’s.

The KZP team was led by Managing Partner Rafal Zieba and included Partners Pawel Cholewinski and Kamil Osinski and Counsel Pawel Mardas.

The team from the Michal Bieniak Law Firm was led by Attorney-at-law Michal Bieniak and included Trainees Aleksandra Bieniak and Jakub Derulski.

Dentons will provide pro bono assistance and advisory to Jerzy Owsiak, a Polish journalist, social campaigner, and organizer of cultural events, in a freedom of artistic expression case involving his use of profanity in a quotation at a recent book reading.

Dentons reports that it “will argue that artistic messages and performances ought to be accorded a wider margin of protection under the freedom of expression and must not be censored through the application of subjective criteria.” According to the firm, “therefore, Mr. Owsiak’s words should be treated as part of an artistic performance, which is protected by the freedom of expression.”

“In his famous 1966 speech on freedom of art, the Nobel prize-winning author Heinrich Boll explored the relationship between freedom of art and reactions by public authorities and concluded that, ‘no state, no city, no community may be permitted to define what freedom is, as freedom is a natural condition’,” said Dentons Managing Partner Arkadiusz Krasnodebski. “We subscribe to this view and wish to stand up for freedom of speech and freedom to access art and information in an uncensored form.” 

Image Source: se.pl

CMS has advised UBM Development AG and Lindorcenia on the sale of the Park Inn by Radisson Krakow Hotel to Union Investment, Institutional Property. Dentons advised Union Investment on the acquisition. The transaction is valued at approximately EUR 26 million.

Park Inn by Radisson Krakow opened in 2009 and is located south of the Vistula River, close to the city center, and in the immediate vicinity of the ICE Congress Center. The property includes 152 rooms, a breakfast and restaurant area, a gym, and five conference rooms, as well as 70 parking spaces in an underground car park. It is managed and branded by the Radisson Hotel Group.

The CMS team was led by Senior Associate Piotr Przybylski, supported by Lawyers Izabela Kultys, and Justyna Tokarzewska. The project was supervised by Partner Wojciech Koczara.

The Dentons team included Partner Pawel Debowski, Counsel Anna Garbula-Wegrzynowska, and Associate Katarzyna Lawinska.

Kochanski Zieba & Partners has advised French Groupe Beneteau, a sail and powerboat manufacturer company, on an agreement with Polish yacht producer Delphia Yachts regarding the sale of its design, building, and marketing operations for sailing and motor yachts under the Delphia Yachts and Maxi Yachts brands. Delphia was represented by CG Law.

This acquisition was made through a Polish entity in which Delphia Yachts will retain 20% of the capital.

According to KZP, “founded in 1990 and based in Olecko, Delphia Yachts is now one of Central and Eastern Europe’s leading boat builders.” Since 1990, it has built over 25,000 units. In 2017, it recorded revenues of PLN 130 million, with PLN 9 million in income from ordinary operations, and it currently employs 670 people.

Groupe Beneteau is a global boating company that was founded in 1884. It has over 27 production sites and 19 boatbuilding sites worldwide, and employs over 7,000 people. Through its Boat division’s ten brands it offers over 200 recreational boat models.

The acquisition of Delphia Yachts’ business will be completed within the next few months, subject to regulatory approval

Herve Gastinel, Groupe Beneteau CEO, stated: “To support its development on the dynamic and strategic segment for outboard motorboats and small sailing yachts, Groupe Beneteau will be able to capitalize on Delphia Yachts’ industrial capacity and expertise. This acquisition will further strengthen the group’s solid positions and is in line with its long-term strategy for sustainable and profitable growth.”

KZP’s team was led by Partners Pawel Cholewinski and Gabriel Olearnik, and included Senior Associate Kacper Czubacki and Associates Edyta Rekawek and Piotr Zabkiewicz.

The CG Law team was included Partner Tomasz Siembida, Attorney-at-Law Tomasz Maslak, and Associate Bartosz Lewandowski.

Editor’s Note: After this article was published, CEE Legal Matters was informed that Dechert’s Paris office served as lead counsel to Groupe Beneteau. The firm’s team included Partner Ermine Bolot and Associate Benhouda Derradji.

Kondracki Celej has advised the founders of CallPage on a USD four million Round-A investment by TDJ Pitango Ventures, Innovation Nest, and Market One Capital. JS Legal advised TDJ-Pitango, and K&L Gates counseled Innovation Nest, while Market One Capital relied on its in-house counsel.

CallPage ⎯ a startup company founded by CEO Ross Knap, Sergey Butko, and Andrew Tkachiva ⎯  produces a widget that allows companies to respond to client inquiries within 28 seconds.

According to Kondracki Celej, “this is the second investment round for CallPage, for at the beginning the project was also supported by AIP SeedCapital and a business angel, and later by Esto accelerator, Startup Wise Guys, and the bValue fund.”

Kondracki Celej’s team included Partners Rafal Celej and Wiktor Rainka, supported by Associate Ewelina Macewicz.

JS Legal and K&L Gates did not reply to our inquiries on the matter.

WKB has advised ABB on the Polish aspects of its acquisition of GE Industrial Solutions, General Electric’s global electrification solutions business. The seller, General Electric, was represented by Weil, Gotshal & Manges.

ABB specializes in electrification products, robotics and motion, industrial automation, and power grids, and serves customers in utilities, industry and transport, and infrastructure. According to WKB, ”the acquisition of GEIS strengthens ABB’s second global position in electrification.” The compamy plans to integrate GEIS into ABB’s Electrification Products division as a new business unit called Electrification Products Industrial Solutions.

According to ABB, “the USD 2.6 billion transaction offers substantial value creation potential within ABB, including growth opportunities to be leveraged from coupling ABB’s digital offering, ABB Ability, with the extensive GEIS installed base. ABB expects to realize approximately USD 200 million of annual cost synergies in year five, which will be key in bringing GEIS to peer performance.”

The transaction closed on June 30, 2018, after receiving clearance from the European Commission.

The WKB team was led by Partners Jakub Jedrzejak and Ben Davey, supported by Senior Associates Magdalena Piszewska, Krzysztof Wawrzyniak, and Karina Chrostowska.

Weil’s Warsaw-based team was led by Partner Lukasz Gasinski, assisted by Partner Filip Uzieblo and Associates Tomasz Bakowski, Tomasz Karkowski, and Wiktor Zien. Senior Associate Marek Kanczew provided tax advice.