Category: Poland

Norton Rose Fulbright has confirmed that Tomasz Rogalski has been promoted to Of Counsel and made the firm’s Head of Energy and Infrastructure in Poland.

Rogalski  is a banking, projects, and restructuring lawyer. According to Norton Rose Fulbright, “he advises on variety of domestic and cross-border banking and finance transactions and has extensive experience advising both the lenders and borrowers in project finance, real estate finance, leveraged finance, and corporate lending transactions. Tomasz has considerable experience in energy (including renewables, trading and regulations) and infrastucture matters and also financial restructuring and insolvency workouts.” The firm reports that he “also specializes in financial services in relation to trading in financial instruments, including derivatives and brokerage services and regulatory matters involving MiFID II, MAR, EMIR and REMIT regulations.”

Rogalski joined Norton Rose Fulbright in 2008, after spending six months at Gide Loyrette Nouel and then two years at M. Furtek i Wspolnicy. He graduated from the Faculty of Law and Administration at the University of Warsaw in 2005.

DZP has advised SBB Energy on its acquisition of a majority stake in ELMAX Enterprise Service and Trade Andrzej Holub Sp. z o.o.

According to DZP, “with this transaction, our legal advice related to research of ELMAX, as well as negotiating the terms of the legal transaction, including the preparation of comprehensive transaction documentation.”

CMS has announced that Konrad Werner has been promoted to Counsel and Head of Real Estate Finance, Poland, and Agnieszka Ziolek has been promoted to Counsel and Head of Restructuring, Poland, in the firm’s Warsaw office.

Werner has has been practicing banking law for almost 12 years and specializes in transactions related to the financing of real estate and other investment projects. His experience also includes providing regulatory advice for the banking sector, e.g. including cross-border bank mergers, international transactions related to the securitization of commercial bank receivables, the acquisition of majority stakes, and ownership transformations. He joined CMS in 2005.

Ziolek has 11 years’ experience and specializes in legal advisory services to banks, companies, and funds on financing and finance restructuring transactions, including refinancing, bond issues, and transfers of credit obligations due to ownership changes as well as restructuring processes related to financial issues. According to CMS, “as a counsel Agnieszka will develop the restructuring services practice that she manages as part of the banking and international finance team.” She has been working for CMS for six years.

Joining Werner and Ziolek has new Counsels at CMS Warsaw are tax and corporate advisory lawyer Lukasz Dynysiuk, Construction and Real Estate lawyer Michal Bork, Real Estate Transactions lawyer Adriana Andrzejewska, and Labor Law expert Tomasz Sancewicz.

“These promotions confirm the development of our practice areas as well as our plans for further dynamic growth in those fields,” said Malgorzata Surdek, Managing Partner at CMS Poland.

Following these new appointments, CMS Poland now has 20 partners and 19 counsels.

Despite fighting his way through a spring cold, Peter Daszkowski, Co-Managing Partner of Wolf Theiss in Poland, is sanguine about the state of affairs in Poland. “With regard to Warsaw it’s business as usual,” he says. 

In terms of the legal market itself, Daszkowski says, “lawyers are doing well.” He explains that “the market is competitive — but a competitive market is very good for us all.” And that market is fairly stable, he reports. “The players are the same that we’ve had for the last couple of years, and we see the regular moves,” he says, though he does pause to note Noerr’s merger in January 2017 with a team of eleven lawyers (including four of the five partners) from DJBW, including former White & Case Poland head Witold Danilowicz. “It will be interesting to see how they do,” he says.

The major subjects of conversation he has with peers, he reports, are the likely significance of Brexit to Poland and the Polish government’s efforts to reorganize the Polish courts. With regards to Brexit, Daszkowski concedes, it’s still too early to know how things are going to fall out, and which continental capitals are going to benefit — if any — from the potential flight of financial service providers from their traditional capital. With as many as 750,000 to 1 million Poles living in London, Polish lawyers continue to believe their nation’s capital is well-positioned to benefit from the fallout of Brexit, Daszkowski reports, but he concedes that analysts say similar things about Brussels, Madrid, and Berlin, among others.

Daszkowski also reports that lawyers are unsurprisingly carefully attuned to news about the ongoing efforts by the ever-controversial Polish government — Daszkowski refers to comments made on May 1, 2017 by French presidential candidate Emmanuel Macron named the head of Poland’s governing Law and Justice Party, Jaroslaw Kaczynski, as among the  “regimes” allied with Macron’s far-right opponent Marine Le Pen, which followed previous comments indicating that, if elected, he would urge the European Union to impose sanctions on Poland for violating democratic norms — to search for ways to increase its influence in Polish courts. 

Another persistent story is the country’s ongoing efforts to deal with re-privatization, with some more than 2500 proceedings still open, now almost thirty years after the Berlin Wall fell. New legislation has finally been created in an attempt to bring that process to an end, Daszkowski reports, “because keeping it ongoing forever is problematic.” The new legislation Daszkowski refers to involves the publication of addresses up for re-privatization, following which former owners are given six months to notify authorities of their existence and state their claims. If no such claims are made within the six month window, the City of Warsaw has the right to close down the proceedings permanently. Publication of the lists just started a few weeks ago with 48 addresses, and another 15 published more recently. According to Daszkowski, “this is something we always discuss.”

Similarly, Daszkowski refers to new White Collar Crime legislation recently signed into law by the Polish president, which enables the state to confiscate the ownership rights of enterprises used for “serious criminal activities.” Daszkowski says this too has potential, but “we will have to see how it will work.”

Ultimately, Daszkowski says, the “Government doesn’t seem to be very friendly to the European Union, but to investors from abroad [things] haven’t changed that much, and everything is going well in my opinion. I don’t see much impact not the situation, and business is going very well. Most of the clients already in Poland are satisfied, and more are thinking about coming.”

SPCG has persuaded the Court of Appeal in Krakow to uphold the judgment of the lower court in favor of firm client Sobieslaw Zasada Group against a demand to have the plaintiff’s compensated for its contribution in kind.

According to SPCG, the claimant was demanding “payment of … tens of millions of PLN to compensate the claimant’s company [for] the missing value of the contribution in kind pursuant to Art 175 of the Polish Commercial Companies Code. The claimant [argued] that the value of the non-cash contribution made to [it] by the defendant shareholder was significantly overstated in terms of its selling value as at the date of adopting a resolution to increase the share capital of the claimant company. In the judgment dated 24 June 2016, the Regional Court in Krakow dismissed the claim.”

On April 20, 2017, the Court of Appeal in Krakow then dismissed the appeal of the lower court’s judgment, agreeing that the claimant had failed to prove the overstatement of the contribution in kind. According to SPCG, the Court of Appeal also agreed with SPCG’s argument that the statute of limitations in claims related to conducting economic activity expires after three years.

The SPCG team was led by Partners Krystian Radłowski and Wawrzyniec Rajchel.

Weil Gotshal & Manges has advised TVN on its sale of the remaining 25% of web portal Onet Holding sp. z o.o. to joint venture partner Ringier Axel Springer Media AG, giving Ringier Axel Springer full control of the company. Clifford Chance advised the buyers on the deal.

The acquisition stems from an agreement signed by Polish media company TVN and Ringier Axel Springer Media in 2012, the year that the two companies jointly established Onet.

“Ringier Axel Springer has been an excellent partner in Onet, and the sale of our remaining stake in the business enables us to focus on developing and building TVN’s portfolio of entertainment, news, and lifestyle brands across linear and digital platforms,” said TVN President and CEO Jim Samples.

Ringier Axel Springer Media CEO Mark Dekan said: “The acquisition of the remaining shares in Onet Holding is a logical step in our digitization and growth strategy, and will allow us to further roll-out the plans in the development of our product and service offering. We will further invest in the field of content creation with a special focus on mobile, video and native advertising. I would like to thank TVN for the good cooperation we have had throughout the years.”

Ringier Axel Springer Media AG was established in 2010 as a joint venture between Swiss Ringier and German Axel Springer to combine their operations in Central and Eastern Europe.

The Weil team was led by Partner Artur Zawadowski, supported by Associates Jacek Balicki and Jerzy Bombczynski.

Clifford Chance did not reply to an inquiry on the subject. 

SPCG has advised MMP Neupack Polska Spolka z o.o. (part of the MM Karton AG group) in what the firm calls “the division of the company by separation.”

According to SPCG, the process has resulted “in the separation of the organized part of the company’s business (one of the company’s production facilities) into the acquiring company – MM Packaging Polska Sp. z o.o.” 

The SPCH team was led by Partner Agnieszka Soja and included Associates Tomasz Praschil and Lukasz Koc.

Clifford Chance has advised DaVita on the acquisition of Centrum Dializa II, which runs 47 dialysis centers and nephrological wards across Poland, from Jacek Nawakowski. The Witkowski Hayder firm advised Centrum Dializa II and Nawakowski on the deal. Financial terms were not disclosed.

DaVita is a subsidiary of DaVita HealthCare Partners Inc., the Denver, Colorado-based medical group and kidney care services provider. 

The Clifford Chance team was led by Counsel Wojciech Polz and the core transactional team consisted of Senior Associate Karol Kulhawik and Associate Konrad Rominkiewicz, supported by Associates Joanna Pominkiewicz, Katarzyna Perkowska, and Aleksandra Wlaszczuk, and Senior Associate Grzegorz Nowaczek. Senior Associate Aleksandra Jach negotiated the lease agreements, Associates Marta Matynia and Anna Lyczakowska assisted with competition law aspects, and Senior Associate Jaroslaw Gajda helped with the structuring of the transaction. Partner Marcin Cieminski, Senior Associate Justyna Blazejczyk, and Associate Michał Magdziak were responsible for regulatory matters.

Witkowski Hayder did not reply to an inquiry on the matter.

Clifford Chance has announced the promotion of 24 lawyers to its partnership worldwide, including Warsaw-based Marcin Bartnicki and Wojciech Polz. The promotions will take effect on May 1, 2017.

According to Clifford Chance, “the new partners are drawn from all of the firm’s market-leading practices and from across all regions. The promotions demonstrate Clifford Chance’s continued investment in areas valued highly by its client base of leading organizations globally. As well as adding further capability in practices such as antitrust, M&A, Private Equity, project, acquisition and leveraged finance, regulatory and arbitration, the new partners have expertise across a broad range of sectors and in areas of increasing importance to clients such as cyber security, fin-tech and alternative financing.”

Bartnicki, who joined the firm in 1999, works in the firm’s Corporate practice. He specializes in Corporate/M&A, and antitrust and regulatory work, focusing on private equity, financial institutions, and TMT. He has been seconded to the firm’s Brussels office and to the Corporate team at Kraft Foods (now Mondelez). 

Polz, who joined Clifford Chance in 2007 after four years at Baker & McKenzie, specializes in Corporate/M&A, focusing on the private equity, healthcare, industrials, and consumer goods and retail sectors. According to Clifford Chance, “he has significant experience in cross-border transactions, international projects and risk management.”

Bartnicki and Polz are the only two lawyers from Clifford Chance’s five CEE offices included in this promotion round.

Clifford Chance Managing Partner, Matthew Layton commented, “Our new partners are characterized by their commitment to excellent service, to supporting the firm in pursuing our collective goals, and to the development of their teams. These partners are already widely recognized by clients and the market for the quality of their insight and judgment, and respected by colleagues for their substantial contributions to the life of the firm. I am delighted to welcome them to the partnership and look forward to working alongside them as their careers go from strength to strength.”