Category: Poland

RKKW Kwasnicki, Wrobel & Partners successfully represented Emperia Holding SA in proceedings initiated by minority shareholder Eurocash contesting a resolution relating to the change of one of the provisions of its articles of incorporation.

According to RKKW, although the first instance court issued a decision unfavorable to Emperia Holding, the Court of Appeals in Warsaw amended that ruling, “in accordance with the complaint submitted by RKKW on behalf of Emperia Holding SA.”

RKKW Partner Lukasz Sieczka commented, “The proxy of Emperia Holding SA draws attention to the complexity of the case, also in the light of issues regarding the takeover of control over public companies. It is also significant in the case that Eurocash, appealing against the resolution, acts and intends to develop its activity in the same market on which Emperia operates.”

The RKKW team consisted of Partners Radoslaw Kwasnicki, Lukasz Sieczka, and Dariusz Kulgawczuk, and Senior Associate Agnieszka Nalazek.

SSW Pragmatic Solutions has advised Ten Square Games S.A. on its debut at the Warsaw Stock Exchange. The value of the offer exceeded PLN 94 million.

The subject of the offer was 2,043,750 shares, which constituted 28.1% of the company’s initial capital and 28.1% of votes at its general meetings. According to SSW, “all of the company’s 7,275,000 shares were marketed.”

SWW describes Ten Square Games S.A. as “one of Poland’s biggest producers and publishers of mobile and browser games.” The company was established in 2011 by Maciej Popowicz and Arkadiusz Pernal, who also created the Nasz Klasa social media platform, which they used to develop one of the first free-to-play gaming platforms.

Ten Square Games is the 479th company listed on the Warsaw Stock Exchange’s main market and the 4th debuting company on the market in 2018.

The SSW Pragmatic Solutions team included Partner Szymon Okon and Senior Associate Katarzyna Jaroszynska. Additionally, SSW’s Finance team, led by Finance Director Marek Olenkiewicz, helped to develop financial data and the business-related elements of the prospectus.

CDZ has advised Parkdema UAB, an SPV of the Lithuanian-based Energy and Infrastructure SME Fund managed by Lords LB Asset Management, on its acquisition of a 100% stake in City Parking Group S.A. from, among others, Royalton Partners.

Lords LB Asset Management focuses on real estate and private equity investment strategies. The company currently manages 14 funds, with assets reaching EUR 324 million. This is Lords’ first investment in Poland.

CDZ’s assignment included conducting a legal due diligence exercise and drafting and negotiating the transaction documentation.

The team advising on the transaction was headed by Partner Maciej Kotlicki and Attorney-at-Law Piotr Rychta, supported by Trainee Weronika Balenkowska.

CDZ did not reply to an inquiry about counsel for the sellers.

Former Greenberg Traurig Partner and Head of Real Estate Marek Grodek has joined the Warsaw office of Hogan Lovells.

Grodek, who has over 20 years of experience, focuses his practice on the real estate industry. He specializes in commercial property development and property finance. Grodek advises financial institutions and investment funds on property schemes and industrial employers on EPC FIDIC contracts. He also has experience representing developers and property investors in disputes and arbitration.

Before joining Hogan Lovells, Grodek headed real estate practices in Greenberg Traurig (2012-2017), Dewey & LeBoeuf (2010-2012), and Salans (2003 – 2010). He began his career with Clifford Chance (1996-2003) and Gide Loyrette Nouel (1992-1996).

Grodek qualified as a solicitor in 1998. He graduated from the Faculty of Law at the University of Warsaw in 1993, and he received his Master’s Degree in Law at the University of Paris II-Assas in 1992. 

Greenberg Traurig has advised Madison International Realty on the acquisition of 50% of the Warsaw Spire A office building and on signing a joint-venture agreement with the seller, Ghelamco Group, which was represented by Dentons.

The Warsaw Spire A office building is a 220 meter tower with a hyperboloid glass facade. The Warsaw Spire retail-office complex also includes two auxiliary buildings, Warsaw Spire B and Warsaw Spire C. With 47 floors, it is currently the highest office building in Warsaw.

The Greenberg Traurig team was led by Partner Radomil Charzynski, supported by Senior Associate Olga Durawa and Associate Kamil Majewski, and it included Senior Associate Pawel Jaskiewicz and Associates Michal Niecko, Karol Lewandowski, Samanta Wenda-Uszynska, and Karolina Woronko.

Denton’s team was led by Partner Bartlomiej Kordeczka, supported by Senior Associates Ewelina Klein, Kamila Urbanska, and Hanna Zarska. 

On May 7, 2018, Agnieszka Sztoldman joined the SMM Legal team, where, together with Senior Partner Rafal Sikorski, she will manage the firm’s Intellectual Property and Competition practices.

Sztoldman is a litigator with a background in handling disputes and providing advice on Intellectual Property, Unfair Competition, and Business law. According to SMM, “a specialist in the field of intellectual property and regulations in the pharmaceutical and biotechnological sectors, she also provides advisory on issues in the advertising of medicinal products and dietary supplements, trade in medicinal products, reimbursements, and borderline products. She has worked with clients representing a variety of sectors, including pharmaceutical and chemical industries, ITI, FMCG, retail, and energy.”

Sztoldman joins SMM from Dentons, where she spent the previous three years. Before that she spent 16 months at Soltysinski Kawecki & Szlezak, and 15 months as a Junior Associate at Clifford Chance.

SMM Senior Partner Rafal Sikorski, who co-manages the Intellectual Property Department at SMM Legal, commented: “For several years Ms. Sztoldman has been successfully developing her career, marrying a flourishing legal practice with academic research. She is an outstanding expert on patent law and an excellent specialist on civil law.”

Przemyslaw Maciak, Managing Partner at SMM Legal, added: “We are proud to have added such a valuable and recognized lawyer to our team. The transfer of Ms. Sztoldman from one of the biggest global law firms clearly proves that our motto at SMM Legal, ‘the best work for us because we work for the best,’ is not just an empty marketing slogan.”

The RKKW Law Office has successfully represented Warsaw-based Emperia Holding SA in proceedings initiated by one of the company’s minority shareholders to preclude Emperia from enforcing a resolution concerning changes to its articles of incorporation.

According to RKKW, although the first instance court issued a decision “unfavorable to the company,” that decision was amended by the Court of Appeals in Warsaw.

“RKKW’s extensive experience in corporate disputes allowed us to obtain a favorable judgment for our client in the second instance,” said firm Partner Radoslaw Kwasnicki. “Thanks to this, nothing stands in the way of registering the recent amendments to the statute of Emperia.”

Former Wierzbowski Eversheds Sutherland Partner Karolina Stawowska and Of Counsel Izabela Wieworka have joined Wolf Theiss as a Partner (and Head of Tax) and Tax Advisor, respectively.

According to Wolf Theiss, “the expansion … comes in response to growing demand for sophisticated tax advisory services in Poland’s rapidly changing business environment, and is a further step in the firm’s dynamic expansion in Central Europe.”

Stawowska acts for corporate clients and private individuals, as well as private equity and venture capital funds. According to Wolf Theiss, “she has worked on the restructuring of capital groups, on the development of tax strategies for acquisitions and sales of companies, and on investment financing. Stawowska also has extensive experience in tax proceedings and conducting tax litigation in administrative courts.”

Stawowska was at Wierzbowski Eversheds from June 2010, having spend the 13 years before that at PwC in Warsaw.

“It’s a great pleasure for me to join Wolf Theiss’ team of recognized experts and support its expansion in one of the most interesting markets in the region,” Karolina Stawowska said. “For the last two decades, Poland has been on the radar screens of major investors, who are seeking sound tax advisory as they expand in the CEE/SEE market, and I’m happy to join Wolf Theiss in providing those services.”

“Adding both Karolina and Izabela to our existing strong team of tax experts is a further boost to our expansion in the region,” said Niklas Schmidt, Wolf Theiss’ Vienna-based Tax Practice Group head. “Their remarkable professional experience will enhance our provision of complex professional services in the rapidly changing tax law environment in Poland and throughout the CEE/SEE.” 

In Western Europe, offshore wind farms have been successfully used for a long time. Meanwhile, no power-generating installation of this type is currently operating on the waters of the Baltic Sea under Polish control.

This does not mean, however, that there are no entities interested in such investments. On the contrary, several offshore projects are being implemented. Currently, it is estimated that generation sources with a total capacity of 6-8 GW can be located in the Polish part of the Baltic Sea. So far, grid connection agreements concluded for the planned offshore wind farms include installations with a total capacity of 2.25 GW. Moreover, Poland’s Deputy Minister of Energy recently stated that the government sees an important place for this type of energy source in the national energy mix, and in November 2017 a working group was established in the Polish Parliament to work on drafting favorable conditions for the development of offshore wind energy in Poland.

Current Legal Conditions That are Key to the Investment Process of Offshore Projects

Although in the last two years significant legal restrictions have been imposed of onshore wind farms, the restrictions do not apply to offshore projects.

Under the current regulations, offshore wind farms may be located in the exclusive Polish economic zone – i.e., at least 12 nautical miles (22,224 meters) from the Polish coastline.

The investment process of an offshore wind farm is lengthy and involves thorough preparation. The location of an offshore project requires a number of  permits, the most important of which is the permit to build artificial islands, structures, and installations in Polish maritime areas (a “location permit”), issued generally for a period of up to 35 years, which entitles its holders to use the basin for the planned investment project.

The investor is also required to ensure that the offshore wind farm can connect with the transmission network. To this end, it is necessary to request connection conditions from the Polish Transmission System Operator and conclude a connection agreement thereunder. 

The next step is to obtain a decision on the environmental conditions for the implementation of the investment project. The issuance of such a decision is preceded by a prolonged environmental study. Currently, environmental decisions have been issued for two Polish offshore projects, while an environmental study is advanced with respect to a third. A decision is a necessary condition for the subsequent issue of a building permit, on the basis of which the construction of a wind farm can be started.

The last necessary permits are the permit of use and the concession for the production of electricity in the installations of an offshore wind farm. No projects developed so far in Poland have yet reached this stage of development.

The Electricity Generation Support System is Available to Offshore Investors

Polish law provides for the use of the support system for generating electricity from renewable sources for offshore projects. In order to receive support, the investor must win an auction in which it competes with other investors on the basis of price for generating an electricity unit. The maximum price level is determined by the State, which undertakes to purchase in the auction a certain amount of the generated energy.

In order to participate in the auction, a certain level of development has to be proved as part of the pre-qualification procedure, where the investor must present, among other things, the obtained location or building permit.

Investors taking part in auctions are separated into baskets, although at the moment offshore projects do not have a dedicated basket. The winners of the auctions are selected from the entities that submit the best price offers, until the amount of electricity available in a given auction, as specified by the government, is exhausted. After the launch of the offshore wind farms, the winning investors will sell electricity at market prices, but they will receive a guarantee that the State will refund the difference between the market price and the price offered by them at the auction for the next 15 years (the “feed-in-premium” system).

It is worth mentioning that Poland’s Ministry of Energy is preparing changes to the auction system. The draft provides for the creation of an auction basket dedicated to offshore projects, in which they are to compete with geothermal sources and hydropower plants.   

By Michal Piekarski, Head of Energy, and Piotr Ciepiela, Associate, Baker McKenzie Warsaw  

This Article was originally published in Issue 5.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.