Category: Poland

Three former members of Baker McKenzie Warsaw’s real estate team – Przemyslaw Kucharski, Bartosz Laski, and Aleksandra Kaczmarek – have left that firm to establish their own: Kucharski & Partners.

According to Kucharski & Partners’ Managing Partner Przemyslaw Kucharski: “We are delighted to present new legal brand on Polish market. We put at stake our over 15 years of professional experience gathered in the biggest multinational and domestic law firms. We are excited to provide our growing client base comprehensive and smart services tailor-made to their needs.”

Kucharski specializes in advising on various large-scale real estate, corporate, and financial transactions, as well as handling dispute resolution matters. Prior to establishing Kucharski & Partners he was a partner at both Baker McKenzie and CMS in Warsaw.

Kucharski & Partners will focus primarily “on providing legal services to the real estate market in its large sense.” According to Przemyslaw Kucharski: “Our clients mostly include entities operating in the real estate sector (mainly developers, investors/investment funds, tenants of commercial property, insurers of property transactions, and financing banks). Our clients do not operate in a legal vacuum – most often, in addition to assistance in real estate transactions, they are interested in comprehensive legal services relating to their operating activities on a day-to-day basis, including corporate, labor, financial, and other issues. What we care about most is to be an efficient, well-integrated, and, above all, successful team of lawyers helping clients to achieve their business goals and assumptions.” 

Chajec, Don-Siemion & Zyto has advised Nevu Sp. z o.o. on the acquisition of Eubioco S.A., a producer of pharmaceuticals and dietary supplements, from Pelion S.A., a distributor of pharmaceuticals in Poland and Central Europe. Pelion was advised by Dentons.

CDZ reports that its assignment, “included the incorporation of Nevu, developing and negotiating the shareholders’ agreement, [and] advising on partial financing by the company’s shareholders. In addition, CDZ carried out legal due diligence for SPV and its subsidiary, advised on the legal aspects of the acquisition financing structure, and negotiated the share sale agreement with Pelion S.A. The firm also advised Eubioco S.A. on post-acquisition corporate issues.”

The CDZ team was led by Partner Szymon Skiendzielewski and included Partners Andrzej Chajec, Jolanta Okoniecka, and Weronika Papucewicz, and Legal Advisors Eliza Szulc-Sieranska and Karolina Nowak-Rozycka.

Dentons’ team was led by Partner Jakub Celinski, aided by Counsels Tomasz Dubij, Ryszard Manteuffel, and Marcin Paliwoda.

Dentons Warsaw has advised construction and property group Skanska on the EUR 52 million sale of the Nowa Fabryczna office building in Lodz, Poland to fund manager Niam. The buyer was assisted by Linklaters.

Nowa Fabryczna is the developer’s second office project in the city, and the seventh Skanska property Niam has acquired in the Polish regional markets since 2015.

The seven-storey Nowa Fabryczna office building, which opened in October 2017, offers over 21,500 square meters of gross leasable area and 210 parking spaces. Dentons reports that it is expected to receive LEED Gold certification and to be certified as a “Building without Barriers” for its accessible design and inclusiveness for people with disabilities.

The Dentons team was led by Partner Bartlomiej Kordeczka and included Senior Associate Martyna Racz-Suchocka.

Editor’s Note: After this article was published Dentons announced that the deal also involved the sale of the High5ive complex in Krakow (two buildings) and the Green2Day building in Wroclaw. 

The two buildings of the High5ive office complex are located in downtown Krakow and offer 23,400 square meters of leasable space leased to tenants such as ABB, Ocado Technology, Business Link, KPMG, Symphony, and Business Link. The project will ultimately consist of five office buildings with a total gross leasable area of about 70,000 square meters. 

Green2Day office building in Wroclaw offers over 18,000 square meters gross leasable area to tenants such as Ultimo, Tieto, and KPMG. 

In addition to the lawyers identified in the original article, the Dentons’ team also included Senior Associates Arkadiusz Debski, Ewelina Klein, Kamila Urbanska, and Hanna Zarska, and Associates Maja Cywinska and Jacek Korcz.

The Linklaters team advising Niam was led by Partner Artur Kulawski, supported by Managing Associate Adriana Andrzejewska and Senior Associate Monika Lerka. The team also included Of Counsel Mikolaj Bieniasz, Managing Associate Marta Domino and Agnieszka Mencel, Associates Piotr Borzynski, Mateusz Cieslak, Maciej Checinski, Magdalena Szewczyk, Michal Nocon, and Szymon Sieniewicz, and Tax Assistant Jan Jurga.

Mrowiec Fialek and Partners has advised the Argus Capital private equity fund on the sale of its minority stake in KCR S.A. to an unnamed buyer. KCR was advised by Weil, Gotshal & Manges.

Headquartered in Berlin, Germany, KCR employs more than 300 professionals in providing support to pharmaceutical, biotechnological, and medical industries in clinical trials. The company provides services to international pharmaceutical corporations and reports having “delivered solutions to most of the 20 top global pharmaceutical companies.” It is present in 19 countries in both Europe and the USA, with clinical research being conducted mainly in Western, Central and Eastern Europe, as well as in the CIS countries. 

The Mrowiec Fialek and Partners team included Partner Miroslaw Fialek, Senior Associate Pawel Cyganik, and Associates Malgorzata Banaszkiewicz-Miaskiewicz, Michal Nowodworski, and Martyna Marczewska.

From Weil, Gotshal & Manges, Partner Pawel Zdort and Associate Filip Lesniak worked on the transaction.

Kochanski Zieba & Partners and Ropes & Gray International have advised the US investment firm Davidson Kempner Capital Management on the GBP 180 million financing granted to Pepkor Europe of the Steinhoff Group. Pepkor Europe was represented by DWF and Stolarek & Grabalski.

As a result of the deal, Pepkor Europe would no longer be dependent on working capital from the Steinhoff Group. Pepco, with its head office in Poznan, Poland, is the owner of, among others, the Poundland, Dealz, Pep&Co, and Pepco brands.

KZP’s team was led by Partner Szymon Galkowski and included Senior Associate Agnieszka Serzysko.  

Stolarek & Grabalski did not reply to an inquiry about the deal. 

Deloitte Legal has advised Nettle S.A., a member of the Ortie group, on the investment by Accession Mezzanine Capital of PLN 100 million into the company. Gessel advised Accession Mezzanine Capital on the funding which, according to Deloitte Legal, “has been structured as a capital increase in the company and a long-term mezzanine loan.”

Nettle provides global pharmacies with direct-sales services and receivables management services as well as providing funds for medical investment projects. 

The Deloitte Legal M&A team consisted of Partner Jan Jarmul and Managing Associate Zuzanna Grochowska, supported by Senior Associate Miroslaw Rak and Senior Managing Associate Adrian Krzyzanowski.

This Gessel team was led by Partner Malgorzata Badowska, supported by Associates Michal Osowski and Klaudia Krawiec-Guz.

Kurzynski Lyszyk Wierzbicki has advised the Museum of Modern Art on its construction of a new headquarters in Warsaw.

The museum’s new home will be located in Parade Square next to Warsaw’s iconic Palace of Science and Culture.

The new building, which is expected to have a surface area of roughly 20,000 square meters, is expected to open its doors by the end of 2021. Apart from exhibitions, it will also contain a library, a cinema, and an auditorium.

The KKLW team, which was led by Senior Partner Przemyslaw Wierzbicki and Counsel Maciej Lysakowski, assisted the museum particularly in proceedings to obtain a building permit and in the selection of a general contractor. 

Image source: artmuseum.pl.

Greenberg Traurig has advised VLET Holdings S. a r. l., a subsidiary Abris Capital Partners, on its acquisition of the Velvet Care paper hygiene product manufacturer from Avallon MBO II BV. Gessel assisted Avallon on the transaction, which remains contingent on obtaining standard regulatory approvals.

Abris Capital Partners is an independent private equity fund manager which pursues investment opportunities presented by medium-sized enterprises in the CEE markets. Avallon is an independent Polish private equity manager specializing in management buy-outs. Avallon MBO Fund II, with a value of EUR 109 million, pursues investment projects in a variety of sectors.

The Warsaw Greenberg Traurig team was led by Partner Rafal Baranowski and Senior Associate Filip Kijowski and included Warsaw Local Partner Anna Halas-Krawczyk, London Partner Henrietta Walker, and London Associate David Hirschman.

The Gessel team consisted of Senior Associates Malgorzata Wilczynska, Karolina Krzal, and Bartlomiej Wozniak, and Associate Katarzyna Olszak.

SPCG has represented WPO ALBA S.A, a European waste management company, in a dispute involving the pick-up and management of municipal waste in a municipality in the lower Silesian voivodeship of Poland.

According to SPCG, WPO ALBA did not receive remuneration for the services it provided for the municipality after the municipality charged the company with a contractual penalty of over PLN 15 million, and deducted contractual penalty from remuneration due to the company and, “without cause refused to pay the rightful remuneration of the company.”

SPCG reports that the Court of Appeals in Wroclaw “recognized the claim of the company for its remuneration, at the same time deciding that there was no legitimate basis in this case for charging the company with multi-million contractual penalties. In the court’s opinion, the company duly performed all its principal duties connected with the pick-up and management of waste, and the contractual penalties were charged after the agreement has already been executed. Therefore, they did not perform the function of mobilizing the company to properly perform its contractual obligations and were only charged in connection with incidental dues, which the appellant court found as disloyal and contrary to the function of contractual penalties. Furthermore, the municipality did not prove that because of the incidental dues it incurred any damages.”

As a result, the court decided that the contractual penalties should be lowered from PLN 15 million to PLN 50,000 — 0.3% of their Initial value.

The SPCG team was led by Partner Krystian Radlowski, with the help of Senior Associate Pawel Wec and Associate Pawel Lekawski.

Jara Drapala & Partners has persuaded Poland’s National Appeals Chamber to grant the appeal of firm client, a Polish-French consortium of Constructions Industrielles de la Mediterranee S.A., CNIM Poznan Sp. z o.o., and PORR S.A., of its rejected tender regarding the development of a municipal waste treatment plant in Warsaw.

According to JDP, “the National Appeals Chamber shared the argumentation brought forward by the contractor that its tender had been unfairly rejected in the tender procedure. The delivered judgement means that the Polish-French consortium … is still competing for the award of this controversial contract.”

The consortium was represented by Jara Drapala & Partners Attorney Wojciech Merkwa.

Editor’s Note: On November 7, 2018, Jara Drapala & Partners announced that, on appeal, Poland’s National Appeals Chamber found for the consortium of CNIM S.A., PORR S.A. and CNIM Poznan S.A. against the decision of the contracting party – Miejskie Przedsiebiorstwo Oczyszczania w m.st. Warszawie (Municipal Department of Sanitation in Warsaw) – regarding its select of a contractor to design and develop the waste incineration plant, valued at nearly PLN 1.7 billion, to be constructed  in Warsaw. 

According to Jara Drapala & Partners, “the judgment of the Chamber was unique as although initially the most advantageous tender, worth over 1 billion zloty gross, was submitted by Shanghai Electric Power Construction (SEPC) belonging to PowerChina concern, eventually in the procedure remained only the consortium of CNIM S.A., PORR S.A., and CNIM Poznan S.A., whose tender was higher than that of SEPC and hence the contracting party’s budget by around 700 million zloty. Jara Drapała & Partners’ lawyers … demonstrated that references provided by SEPC to prove the company’s experience in the performance of similar projects were not credible in the light of public records. The National Appeals Chamber ruled that provision of not credible and untrue references misled contracting party.”

The Jara Drapala & Partners lawyers representing the consortium included Senior Associate Wojciech Merkwa and Associates Piotr Duma, Artur Krepa, and Iwo Franaszczyk.