SSW Pragmatic Solutions has advised Brand24 on its IPO and entry onto Poland’s NewConnect stock exchange.
Brand24 is a social media that monitors statements about the company and its products on the network, as well as introduces both into the international market. At the opening, Brand24 reached the price of PLN 53.00 per share (+ 66.88%), and its capitalization increased up to PLN 106 million.
SSW Partner Sebastian Ponikowski and Associate Piotr Sosna led the team representing Brand24.
Linklaters Warsaw has advised Austrian developer UBM Development AG on its EUR 38 million sale and lease-back of a new Holiday Inn hotel to an institutional investment fund managed by German Union Investment Real Estate GmbH. The buyer was advised by Greenberg Traurig from Poland.
The new hotel will have 240 rooms and is currently being developed directly on the water’s edge at the tip of the Granary Island (Wyspa Spichrzow) in Gdansk. According to Linklaters, “in this prominent location, the building will be visible from afar and is set to become an architectural icon. The hotel will feature a high-quality brick and aluminum facade, using modern architecture to blend in with the surrounding planning concept for the new Granary Island. This concept involves restoring and regenerating the island’s historic buildings while also adding new urban space to the site. In addition to its 240 rooms, the hotel will have a sky bar and fitness rooms located on the building’s roof terrace.”
According to Linklaters, “there are also five conference rooms planned, covering 480 square meter of space, and 44 parking spaces in an underground car park. Gold LEED certification will be sought for the property. A new footbridge will ensure that Gdansk’s city center is easily accessible by foot for both business and leisure travelers.”
Completion of the hotel and the transaction is scheduled for mid-2019. After the sale and lease-back, UBM will remain vendor and operator, while day-to-day management of the hotel will be handled by the InterContinental Hotels Group under the Holiday Inn brand.
Linklaters’ team was led by Counsel Michal Miecinski with the support of, among others, Senior Associate Zuzanna Lipska, Associate Zaneta Rogon, and Junior Associate Malgorzata Jastrzebska.
The Greenberg Traurig team transaction was led by Partner Radomil Charzynski, supported by Local Partners Karol Brzoskowski and Magdalena Zyczkowska-Jozwiak and Associate Samanta Wenda-Uszynska.
Image Source: ihg.com
SSW Pragmatic Solutions has advised Aerium on the sale of a portfolio of three shopping centers in Poland to Newbridge, an affiliate of Somerston Group. The buyer was assisted by Greenberg Traurig on the acquisition and the financing for the acquisition obtained from Deutsche Pfandbriefbank. The BSJP firm advised DPB on the financing.
The Czyzyny, Bielawy, and Guliwer shopping centers, located in Krakow, Torun, and Lodz, respectively, each exceed 72,000 square meters of the GLA, and each is anchored by Carrefour on a long-term lease. According to SSW, “originally developed by Carrefour, the schemes are 99% occupied and have sales 45% higher than the Polish national per square meter average. Other occupiers include Leroy Merlin, Rossmann, CCC, Deichmann, RTV Euro AGD, Jysk, Pepco, and Douglas.”
The SSW team consisted of Partners Sebastian Ponikowski, Maciej Duch, and Patrycja Gozdziowska, Senior Assocate Agnieszka Pajurek, and Associate Jakub Kozinski.
The Greenberg Traurig transaction team was led by Partner Agnieszka Stankiewicz, supported by Local Partner Magdalena Zyczkowska-Jozwiak, Senior Associate Malgorzata Kercz, and Associates Milena Medrzycka, Anna Szczepankowska, and Samata Wenda-Uszynska. Local Partner Aleksander Janiszewski, Senior Associate Pawel Jaskiewicz and Associate Karol Lewandowski were responsible for the financing of the transaction.
The BSJP team was led by Partner Katarzyna Domanska-Moldawa and included Counsels Agnieszka Wolny and Maciej Kurek.
Polish lawyer Dariusz Oleszczuk has joined Drzewiecki Tomaszek & Partners as a new partner. Oleszczuk was the founder and Managing Partner of the Warsaw office of legacy Salans, and the first CEO of Dentons Europe.
In 1991, Oleszczuk opened the Salans Warsaw office, which he subsequently managed for ten years. In 1999, he was elected a member of Salans’ Global Board, a position he held for the next 14 years. Since 2005 he was elected Salans Global Managing Partner for three consecutive terms . According to a DT&P press release, “under his leadership, Salans more than doubled its size and revenues, expanding its geographical presence with six new offices, making it the sixth largest independent law firm in Europe in 2012. A year later, Oleszczuk led Salans into its tripartite merger with SNR Denton and Fraser Milner Casgrain, managing its merger talks with US firm McKenna Long & Aldridge (consumed later).”
Oleszczuk has more than 30 years of experience in representing international companies, private equity funds, banks, and other institutional clients in M&A, equity investments, corporate restructurings, structured finance, and large asset finance transactions.
At Drzewiecki Tomaszek & Partners, he will focus on developing the firm’s relationships with global and European law firms. He will lead the M&A and private equity practices, as well as the regulatory practice in energy, defense, cyber security, and TMT sectors.
Zbigniew Drzewiecki, Co-Managing Partner of Drzewiecki Tomaszek & Partners, said: “Dariusz is a top lawyer, widely admired by Polish lawyers for being the first and only Pole to head a global law firm. This is a great opportunity for our firm to move to the next level. He is a visionary of the legal profession and will help us to address challenges facing modern law firms in the current market, both now and in future.”
Andrzej Tomaszek, Co-Managing Partner of Drzewiecki Tomaszek & Partners said: “We are very excited by this development. Dariusz will bring to our firm the vast experience from acting both on the Polish and international markets. This will allow our firm to continue its dynamic development. He will help us to expand our relationships with leading global law firms.”
Dariusz Oleszczuk said: “I’m delighted with coming back to Poland. It will be a great pleasure to work together with the people I know for a long time and whom I trust. It gives me a lot of satisfaction to see that someone appreciates the value of my knowledge and experience. It’s exciting to be a lawyer again – we will shake the market.”
KKLW has represented the auxiliary prosecutor of PKP PLK in criminal proceedings related to a 2012 train crash near the the Polish town of Szczekociny that killed 16 people and left 58 more injured.
PKP PLK is a public company of the Polish State Railways group, responsible for rail tracks maintenance and railway management.
According to KKLW, “the court of appeal in Katowice, Poland, fully accepted the KKLW arguments and aggravated the penalty imposed by the court of the first instance against train dispatchers who were found guilty of [causing] the crash.”
PKP PLK was represented by KKLW Senior Partner Przemyslaw Wierzbicki and Advocate Anna Grochowska.
The current government campaigned before the elections with the slogan “Plugging leaks in the tax system,” and it is now trying to achieve that goal by focusing its efforts on fighting harder against VAT fraud, counteracting aggressive tax optimization in income taxes, and increasing the effectiveness of tax audits.
Tax authorities, equipped with new competences, are fiercely tackling VAT fraud. The mechanism of split payments, which will enter into force in 2018, will be only one of many new fiscal administration weapons in this struggle. Under this scheme, which will only be used in B2B relationships, a purchaser will pay a sum corresponding to the net value of goods or services sold to the recipient’s current account, with a sum corresponding to the VAT amount transferred to a dedicated bank account. Use of this method will be voluntary – the purchaser will have to express willingness to use it. Taxpayers who choose this method of accounting will receive certain benefits, such as an exemption from the penal tax rate.
The Ministry of Finance is also developing ways to protect honest taxpayers, who, as a result of carelessness, have become involved in VAT “carousel” fraud and have been exposed to the possibility of losing the right to deduct input tax. To this end, consultations were held to determine the prerequisites of due diligence on the part of the buyer in domestic transactions. Any conduct consistent with these prerequisites will protect taxpayers from possible adverse consequences. The prerequisites of due diligence will probably take the form of a code of good practice.
As part of the fight against aggressive tax optimization, Poland has joined the Multilateral Instrument to Modify Bilateral Tax Treaties (MLI). As a result, 78 agreements that Poland has signed on the avoidance of double taxation may be amended. The most significant changes stipulated by the MLI include the elimination of companies’ double tax residency and the introduction of clauses that allow the refusal of artificially derived benefits under the provisions of individual treaties on the avoidance of double taxation. The MLI will enter into force at the earliest in 2018, after – in simple terms – three months following ratification by at least five signatory countries.
Taxpayers must prepare for changes introduced to the corporate income tax. The Ministry’s target group includes tax capital groups and controlled foreign corporations. At the end of June, the Ministry posted a number of warnings on its website that describe what conduct might be considered aggressive tax optimization, including optimization with the use of a sale of key assets, exchange of shares, and the establishment of a tax capital group. The planned changes also include several other solutions which are beneficial for taxpayers. For example, the requirements for the establishment and operation of tax capital groups will be liberalized.
At the beginning of March 2017 the organization of the tax administration changed radically. Audit officials also gained many new competences aimed at improving the audit process. Newly-established customs and tax offices will not have to wait seven days to begin an audit – they can start immediately following the delivery of authorization to a taxpayer. In return, the taxpayer has been granted the opportunity to correct its tax returns during the first 14 days of an audit and avoid any negative consequences. The Finance Ministry insists that the new tools that the officials have been given will not be abused, and that audits will be based on risk analysis, so that the actions of the customs and tax authorities will be precisely targeted at potential tax frauds.
In summary, changes to the Polish tax law are both global and local. Some of them result from the international obligations assumed by Poland, and some from decisions made at the state level. The local changes are consistent with the global trend of plugging leaks in tax systems and counteracting aggressive tax optimization. As this trend is likely to continue, the coming years should bring intensive development of legislation aimed at optimization practices. Taxpayers, who will have to face increasingly complex fiscal regulations, will certainly appreciate the comprehensive help of skilled and professional legal counsellors and tax advisors.
By Andrzej Posniak, Partner, and Karol Kozlowski, Tax Advisor, CMS Poland
This Article was originally published in Issue 4.11 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
Jara Drapala & Partners is advising Belgium’s Ontex Group, a supplier of disposable personal hygiene products, on the construction of a new plant of approximately 26,000 square meters in the Lodz Special Economic Zone in Radomsko, Poland.
The construction process was launched at the beginning of December and is expected to be accomplished by the end of July 2018. The plant will be developed by Panattoni Europe in a built-to-suit formula. The lease agreement was signed for 15 years.
The Jara Drapala & Partners team is led by Partner Maciej Chrzan, supported by Senior Attorney Michał Urbanski and Head of Tax Magdalena Zasiewska.
SK&S has advised ING Bank Slaski S.A. on its obtaining of a permit from Poland’s Financial Supervision Authority to create a mortgage bank. On January 16, 2018, the FSA unanimously permitted the creation of the bank, and confirmed the composition of its first management board.
SK&S advised ING on regulation and tax issues linked to the creation and start-up of the mortgage bank and represented it in the recently-concluded proceedings before the FSA.
The SK&S team was headed by Partner Marcin Olechowski, supported by Counselor Slawomir Stawczyk, Senior Counsel Wojciech Iwanski, and Associate Mateusz Blocher. With regard to tax issues, ING Bank Slaski was advised by Senior Partner Jaroslaw Bieronski and Senior Associate Bartlomiej Bialy.
SPCG has advised an Angel Group Poland company on the acquisition of a 8.5 hectare property in the center of Krakow for the development of a commercial-residential area.
According to SPCG, the transaction included “the acquisition of a real-estate that was the object of execution proceedings, actions that intended to clarify the real-estate’s legal status, ensuring that it is not subject to any other legal obligations.”
The SPCG team was led by Partner Piotr Kaminski and Senior Associate Lukasz Przyborowski.
Poland’s BSJP law firm has merged with Nilsson & Partners, and the addition of new partners Dag Nilsson and Jaroslaw Sroka transforms the firms name to BSJP Brockhuis Jurczak Prusak Sroka Nilsson Sp. k.
According to BSJP, “Nilsson & Partners was one of the leading firms delivering consultancy services to Nordic entities active on the Polish Market. Service of said entities will be now provided through BSJP Nordic department. Both law firms have been actively cooperating on the Polish market for many years, providing advisory to investors and enterprises. The reason for the merger is the synergy of both law firms as regards running a business and approaching clients in a personalized way as well as the willingness of co-development on the Polish market, with a simultaneous reinforcement of the scope of industries handled, areas of specialization as well as geographical coverage.”
New Partner Jaroslaw Sroka has been with BSJP for seven years. According to the firm, he specializes “in advisory rendered to domestic and foreign enterprises in respect of infrastructure facilities (FIDIC and non-FIDIC contracts), with particular emphasis on public procurement law and construction law. He possesses vast experience in handling transactions connected with real property acquisition, sale and lease, to include as well the so-called greenfield investments. His promotion confirms the significant role played by the construction and real estate sector within the framework of advisory services offered by BSJP.”