Category: Poland

  • SPCG Successful for Tesco Polska in the Court of Appeal in Krakow

    SPCG Successful for Tesco Polska in the Court of Appeal in Krakow

    SPCG is reporting having obtained a successful result for client Tesco Polska in the Court of Appeal in Krakow in a dispute with a contractor concerning the legal nature of guarantee deposits securing their due performance.

    According to SPCG, the case “concerned an important issue, from the business trading perspective, namely the legal nature of the amounts retained by Tesco Polska (as the investor) as guarantee deposits securing the due performance of the construction works contracts concluded by the parties, in particular during the period of implied warranty for defects in construction works.”

    The firm explained that “the points of the dispute between the parties were not, however, the defects in construction works, as those did not, as a rule, manifest themselves at the time of the implied warranty, but the discrepancies in the jurisprudence and literature on the legal nature and the purpose of establishing such a security. On the one hand, the view expressed by the claimant, that the amounts retained under the guarantee deposit represent part of the remuneration due to the contractor for the performance of a non-cash consideration related to the performance of certain construction works, which maturity date is after the expiry of the implied warranty period for defects in works. On the other hand, the view presented by Tesco Polska, according to which the amounts retained under the guarantee deposit are separate security from the remuneration, established on the basis of an accessory guarantee deposit agreement, the essence of which is the transfer by the debtor to the creditor the property right to the security (in this case cash), in order to secure claims related to the implementation of a secured legal relationship (causa cavendi), in this case the construction works contracts.”

    The claimant, who is the general contractor of the construction of the commercial premises, requested that Tesco Polska return the amounts it had retained to secure claims related to the performance of several construction contracts. According to SPCG, “the claimant has argued that the amounts retained by way of security are only part of the remuneration due to the contractor in relation to construction works and therefore constitute a cash consideration, the sole non-cash equivalent of which is the performance of construction works. It also indicated that retained amounts secure implied warranty claims for defects in the built commercial premises and therefore, after the expiration of the implied warranty period for defects in such premises, in the absence of any defects being revealed in the works carried out during the implied warranty period, the amount of security should be fully repaid to the contractor. Such consideration should be made by the investor immediately after the expiry of the implied warranty period, and any possible delay of the investor in the return of the security results in the obligation to pay interest for late payment in accordance with the provisions of the Act on Payment Dates in Commercial Transactions. All additional contractual provisions conferring on the contractor any obligations, other than the execution of works, conditioning the return of the retained amounts (for example, indication that the general contractor has satisfied the claims of its subcontractors) are contrary to the nature of the construction works contract and as such are affected by the sanction of invalidity.”

    Nonetheless, according to Tesco Polska, the retained security deposit shall not be identified with a part of the general contractor’s remuneration for construction works, since it is a separate, from such remuneration, security established by the parties under a separate security contract (even if included in the construction works contract). Consequently, the contractor cannot claim that the performance of the construction works itself entitles him to claim the repayment by the investor of the amount of the security, since the contractual terms and conditions of repayment of the paid security deposit, in particular relating to the satisfaction of the subcontractors of the general contractor, are decisive. It cannot therefore be argued that in this case we deal with any commercial transaction within the meaning of the Act on Payment Dates in Commercial Transactions and that the retention of the deposit by the investor after the expiry of the implied warranty period results in the obligation to pay the interest provided for by that law. The contract concluded by the parties, on the basis of which the security deposit was retained, does not constitute a commercial transaction but is accessory in nature in relation to the secured legal relationship and the subject thereof is not the delivery of goods or services, but solely the transfer of funds (guarantee deposit) to secure the proper performance of the construction works contract.”

    The Court of Appeal in Krakow fully agreed with SPCG’s arguments made on behalf of Tesco Polska regarding the legal nature of the amounts retained by the investor as security deposits, in particular regarding the permissibility of the return of the securities, “being dependent on the fulfillment of other conditions than the performance of the sole construction works and the lack of basis to view the amounts retained as the security in terms of consideration, to which the provisions of the Act on Payment Dates in Commercial Transactions will apply.” According to SPCG, “pointing to the claimant’s failure to prove that it has satisfied in full the claims of its subcontractors, the Court held that the conditions for the return of the amounts retained as security have not been met. As a result the Court of Appeal in Krakow has changed the judgment of the court of first instance in this case, in such a way that it has dismissed in full the claim for the return of such securities.”

    Tesco Polska was represented by SPCG Partner Jakub Gorski, Senior Associate Pawel Wec, and Associate Pawel Lekawski.

  • Allen & Overy Advises IFC on Green Bonds Issued by Bank Zachodni WBK

    Allen & Overy Advises IFC on Green Bonds Issued by Bank Zachodni WBK

    Allen & Overy has advised the International Finance Corporation, a member of the World Bank Group, on its EUR 137 million investment in subordinated green bonds issued by Bank Zachodni WBK to expand its capital base and increase its capacity to finance climate-related projects. 

    This is the first green bonds issuance in Poland by a commercial bank, following the Polish government’s green bonds issuance last year, which was recognized by Climate Bonds Initiative as the first government issuance of green bonds worldwide (as reported by CEE Legal Matters on February 8, 2017). According to A&O, “with the IFC’s support, BZ WBK will be able to significantly expand its existing climate portfolio in renewable energy, green buildings, and climate-smart equipment, among others.”

    The Allen & Overy team was led by Partner Dan Cocker, supported by Senior Associates Maciej Dymnicki and Lukasz Walczyna andAassociate Mateusz Chodosz.

  • DZP Advises Wielton on Take-Over of Langendorf Group

    DZP Advises Wielton on Take-Over of Langendorf Group

    DZP has advised Wielton SA, the largest trailer and semi-trailer manufacturer in Poland and one of the three largest in Europe, on its acquisition of 100% of shares in the German Langendorf GmbH, which manufactures trailers, semi-trailers, and special vehicles for transporting glass and other challenging materials. The Langendorf Group was represented by Germany’s WMS Treuhand law firm, and Taylor Wessing advised NWR Bank on the deal.

    DZP advised Wielton on Polish corporate law and negotiated the transaction documents and coordinated the activity of the German legal adviser, Luther.

    According to DZP, “the acquisition of the Langendorf shares will enable Wielton to expand the Group’s offer, increase revenue and enter a highly important market – the German market. In 2015, Wielton took over sector competitors in France and Italy, which strengthened its position as one of the leading European trailer manufacturers.”

    Partners Klaus Stein and Jurgen Bruns-Coppenrath from WMS Treuhand advised the Langendorf Group.

    Image Source: wielton.com.pl

  • Mrowiec Fialek & Partners Advises Advent Libri on Acquisition of Empik School

    Mrowiec Fialek & Partners Advises Advent Libri on Acquisition of Empik School

    Mrowiec Fialek & Partners has advised Advent Libri, a portfolio company of Advent International, on its acquisition of the Empik School — one of the largest foreign language schools in Poland.

    Advent International owns Wydawnictwa Szkolne i Pedagogiczne S.A. (WSiP) — the publisher of a range of educational materials in Poland — and is the owner of Profi Lingua foreign language schools. The acquisition of Empik School is, according to Mrowiec Fialek, “the next step in diversifying WSiP’s offer and developing it into a provider of educational services and solutions.”

    The Mrowiec Fialek team consisted of Partner Miroslaw Fialek, Senior Associates Pawel Cyganik and Michal Faderski, and Associates Malgorzata Banaszkiewicz, Michal Nowodworski, and Paulina Bijoch.

  • Real Estate Expert Magdalena Zienkiewicz Moves with Team to Norton Rose Fulbright

    Real Estate Expert Magdalena Zienkiewicz Moves with Team to Norton Rose Fulbright

    Former WKB Partner Magdalena Zienkiewicz has moved with two colleagues to Norton Rose Fulbright in Warsaw, where she will head the firm’s Polish real estate practice.

    According to Norton Rose Fulbright, Zienkiewicz “has extensive experience advising on real estate transactions, construction matters, planning and land development issues. She also advises clients on matters related to the acquisition of real estate, construction projects, and leasing warehouse, commercial and office space. This is in addition to numerous real estate and corporate due diligence projects and commercial real estate portfolio transactions.”

    Lindsay Morgan, Norton Rose Fulbright Head of Real Estate for Europe, Middle East and Asia commented: “Magdalena is an excellent addition to the Norton Rose Fulbright team and will further strengthen our real estate offering both locally and internationally. Currently, the real estate market in Poland is extremely attractive to investors and our aim is to ensure our clients receive a full service offering in this growing market and benefit from a broader offering of advisory services tailored to their business needs.”

    Piotr Strawa, Head of the Warsaw office at Norton Rose Fulbright commented: “We are delighted to welcome Magdalena to the firm. Her broad skill-set and industry insight will further enhance our offering to clients. We can offer a tailored approach to help them achieve their aims and Magdalena will be a great addition to the local practice.”

    Zienkiewicz brings colleagues Jan Wszolek and Jakub Kowalczyk with her from WKB. She explained that: “This is a very exciting opportunity for us as a team. Norton Rose Fulbright provides an excellent opportunity for growth but also presents a challenge, one which we are ready to rise to. We look forward to strengthening the real estate offering to both local and international clients and I look forward to working with the global team and building upon its successes.”

    Editor’s Note: Jerzy Baehr, Managing Partner at WKB Wiercinski, Kwiecinski, Baehr commented to CEE Legal Matters that: “As a firm, we were fond of our long-lasting cooperation with Magdalena Zienkiewicz and her team. We are pleased about the fact that WKB was the place where they have gained significant professional experience that has been noticed by the legal market. We wish all the best to Magdalena and those members of the team who have decided to further develop their careers outside of WKB.

    WKB’s Real Estate & Property Development practice is undergoing exciting changes and anticipates a period of intensive growth under the leadership of the new practice head Anna Wyrzykowska, who in her professional career has been successfully combining broad experience in real estate transactions and real estate development projects with deep knowledge of company law and corporate matters.”

  • SSW Advises Capital Park on Bond Issuance

    SSW Advises Capital Park on Bond Issuance

    SSW Spaczynski, Szczepaniak & Partners has advised Capital Park S.A. on its issuance of K-series bearer bonds worth a total of EUR 15.67 million and an April 27, 2020 maturity date.

    The SSW team was coordinated by Partner Szymon Okon, assisted by Junior Associate David Brudzisz.

  • SPCG Advises Aon Group on Polish Law Aspects of Sale of Benefits Administration and HR BPO Platform to Blackstone

    SPCG Advises Aon Group on Polish Law Aspects of Sale of Benefits Administration and HR BPO Platform to Blackstone

    SPCG has advised the Aon Group on Polish law aspects of the global sale of its benefits administration and HR BPO platform to private equity funds affiliated with Blackstone.

    The value of the global transaction amounted to over USD 4.3 billion — with that amount in cash consideration at closing and additional consideration of up to USD 5 hundred million to be paid based on future performance.

    The SPCG Team working on the project was led by Partner Artur Zapala with the support of Senior Associates Agnieszka Kolodziej-Arendarska and Marcin Huczkowski and Associates Lukasz Koc and Natalia Majerz. SPCG Partner Adam Kostrzewa advised on labor law aspects of the project.

  • Linklaters Provides Pro Bono Support in Acquisition of Property for First Specialist Support Center in Poland

    Linklaters Provides Pro Bono Support in Acquisition of Property for First Specialist Support Center in Poland

    Linklaters Warsaw, working pro bono, has assisted the Empowering Children Foundation on its purchase of property in Warsaw earmarked to be Poland’s first specialist support center for children.

    According to Linklaters, the Empowering Children Foundation “aims at providing all children a safe childhood and ensuring that they are treated in a manner that respects their dignity and subjectivity. It protects children from abuse and assists those who have experienced violence, to know their rights, believe in themselves and enjoy life. It supports parents and guardians on their path towards good parenthood, as well as professionals who work with children on an everyday basis. All actions of the Foundation have one common denominator: we protect children and give them power – every day. Its modern Child Advocacy Center will be a place offering comprehensive psychological and medical support to the youngest victims of mistreatment. Also, parents whose children are referred to the center will be able to use psychological and legal consultations, to be better able to support them. The Warsaw center is being set up on the basis of the best practices developed globally, and the inspiration for its creation came from the Child Advocacy Centers in the USA and Barnahus in Scandinavia.

    Linklaters provided the foundation with legal advice on real estate and tax and reports that it supported it, “above all, in conducting a due diligence of the property, negotiating the contract of sale, and finalizing the property purchase transaction.” The firm “will also support the foundation after the opening of the Child Advocacy Center, which is planned for the end of 2017.”

    The Linklaters team consisted of Ewelina Laskowska-Zołw and Mateusz Cieslak from the real estate law practice and Jan Jurga from the tax law practice.

    ”The foundation is building a support center for the youngest children, inspired by tried-and-tested solutions from similar centers all around the world,” said Artur Kulawski, Managing Partner at Linklaters Warsaw. “I am glad that we can participate in this project, sharing our knowledge and experience.”  

    “Linklaters’ support is invaluable,” said Monika Sajkowska, President of the Empowering Children Foundation. “The team was highly competent and donated their valuable time so that we can start helping children at a specialist, professional facility this year.”

  • Gessel and Sobczynski Adwokaci Advise on Highlander Partners Take-Over of Rotometal

    Gessel and Sobczynski Adwokaci Advise on Highlander Partners Take-Over of Rotometal

    Gessel has represented private equity fund Highlander Partners on its take-over of Rotometal Sp. z o.o. S.K., a producer of cylinders used in printing adhesive labels for the consumer sector and other polygraphic components. Sobczynski Adwokaci advised Rotometal and its owners in the transaction. Final terms were not provided.

    The Gessel team was led by Partner Maciej Kozuchowski and included Managing Associate Adam Kraszewski, Attorney Tomasz Maslak, and Trainee Attorney Klaudia Krawiec-Guz.

    The Sobczynski Adwokaci team was led by Partner Michal Sobczynski and included Senior Associate Jerzy Polachowski.

    Image Source: rotometal.pl

  • Gessel Advises Madej Wrobel on Take-Over by Bruno Tassi

    Gessel Advises Madej Wrobel on Take-Over by Bruno Tassi

    Gessel has advised the Madej Wrobel cold cut producer on its take-over by Bruno Tassi. The Leszek Czarny, Wojciech Budny & Partners firm advised the buyers.

    According to Gessel, “Bruno Tassi is Poland’s largest nationwide distributor of meat, cold cuts, and poultry; its holdings include the meat producers Unimięs and Peklimar (previously merged with Polonus).” According to the firm, “this transaction marks another step in Bruno Tassi’s consolidation of a meat-producing group.” 

    The Gessel team was led by Partner Marcin Macieszczak and included Monika Zulinska, Krzysztof Jasinski, and Karolina Krzal.