Category: Poland

Wolf Theiss has advised PGE Polska Grupa Energetyczna S.A., a state-owned power company listed on the Warsaw Stock Exchange and one of the largest power producers in Poland, on the sale of 100% of the shares of Exatel S.A. to the Polish State Treasury. The transaction value was approximately EUR 87 million.

According to Wolf Theiss, “Exatel provides high quality telecom services to many large enterprises and government bodies in Poland and will continue to do so post-closing.”

The Wolf Theiss team working on what Wolf Theiss Warsaw Co-Managing Partner Ron Given called a “landmark Polish transaction,” was led by Senior Associate Dariusz Harbaty and included Associates Joanna Wajdzik, Magdalena Nowak, Anna Nowodworska, and Monika Gaczkowska.

Kochanski Zieba & Partners has advised Echo Polska Properties on its acquisition, made along with Echo Investment S.A., of the Galeria Mlociny shopping center in northern Warsaw currently under construction. Weil Gotshal & Manges advised Echo Investment on the deal, while Greenberg Traurig advised the seller, Rosehill Investments. The purchase price is approximately EUR 42 million.

Echo Polska Properties (EPP) and Echo Investment will hold 70% and 30% stakes in the new project, respectively. After construction is completed, EPP will be the asset manager of Galeria Mlociny, while Echo Investment is to complete the construction and assume responsibility for the leasing and marketing of the mall. 

According to KZP, Galeria Mlociny is a 81,900 square meter mixed-use development (of which 71,000 square meters is allotted to retail, restaurant and entertainment space). It will include a modern cinema, a fitness center, and an extensive food court area, as well as a medical center. The firm reports that “the construction of the first phase started in October 2016, and is on track for completion in 2019,” and that “the development is approximately 60% pre-leased, with most of this space accounted for by the food court, entertainment area, and key fashion groups and brands, including Inditex, Van Graaf, and H&M.”

Also according to KZP, “Echo Polska Properties is a company that follows the REIT formula and invests in commercial office, retail and industrial properties throughout Poland. EPP is publicly traded on exchanges in Luxembourg and Johannesburg. The goal of EPP is to create Poland’s leading, cash-generating platform of well-performing retail, office and warehouse assets that will deliver consistently high returns to its shareholders.”

“This has been our seventh retail acquisition since our entry onto the stock exchanges in Luxembourg and Johannesburg,” stated Hadley Dean, CEO of Echo Polska Properties. “Such a strategy enables EPP to leverage our scale and provide our clients with a comprehensive and varied offer on the Polish market.”

“It’s great to have been able to assist Echo Polska Properties on yet another fantastic acquisition,” commented Rafal Zieba, KZP Managing Partner, who led the firm’s team on the deal. “EPP are cementing themselves as the leading investor in the Polish commercial real estate market and we take pride in being able to work closely with our client in achieving its business objectives.”

Zieba’s team included Partners Kamil Osinski and Szymon Gałkowski, Senior Associates Pawel Mardas and Klaudia Szymanska-Rutkowska, and Associate Piotr Zabkiewicz.

The Weil team included Partner Pawel Zdort, Counsel Zofia Frydrychowicz, Senior Associate Filip Uzieblo, and Associates Maciej Czekanski, Piotr Fedorowicz, Jakub Krzemien, and Marcin Plonka.

Image Source: across-magazine.com

Competition specialist Antoni Bolecki has joined the Hansberry Tomkiel law firm in Warsaw as a Partner.

Bolecki specializes in competition law and consumer protection law, and Hansberry Tomkiel describes him as “experienced in virtually all areas of law relevant for businesses in Poland,” claiming that “he has represented clients in many branches, including banking and financial institutions, FMCG, manufacturing and new technologies.” According to Hansberry Tomkiel, “experienced in complex proceedings before the Polish Competition Authority and the courts, [Bolecki] has rich expertise with the competition and consumer protection and the unfair competition laws.

Bolecki graduated from the Doctoral Studies program at the University of Warsaw’s Faculty of Management (2012), a three-year Judge’s Training Program in Warsaw (2006), the University of Warsaw History Department (2004), the University of Warsaw Faculty of Law and Administration (2002), and the University of Warsaw German Law School (2001).

Antoni perfectly complements and strengthens our law firm’s experience,” says Dorothy Hansberry-Biegunska. “We are especially looking forward to our clients being able to draw upon Antoni’s expertise as a litigator in complex proceedings before the Polish Competition Authority and the courts.”

Tobiasz Adam Kowalczyk has joined Volkswagen as its new Head of Legal for Poland. 

According to Kowalczyk, as part of his new role, he will be responsible for identifying and managing legal risk in four Polish factories (which employ approximately 10,000 employees), coordinating and administering Volkswagen’s Legal Department, bringing innovation and process improvements to the department`s organization and operations, and overseeing its data protection program.

Previously, Kowalczyk served as the Head of the Legal Department and Compliance Officer at Samsung Electronics Poland Manufacturing. For the last few months he worked as an Of Counsel in Dentons’ Berlin office, focusing on compliance and corporate law. 

Kowalczyk is a graduate of the Nicolas Copernicus University in Torun. He also studied European Law at the University of Miskolc in Hungary and in the European Academy of Diplomacy. As part of his pro bono activities, he is also the Head of Region in the National Chamber of Mediators and Arbitrators. At the same time, as an expert in the Center for Research and Analysis (Employers of Poland), he conducts research on the socio-economic effects of the actions of public authorities and social partners on socio-economic situation, in particular in the enterprise sector in Poland and Europe. 

Commenting on the move, Kowalczyk told CEE Legal Matters: “As you know, the automotive industry finds itself in a state of transformation. It is facing major changes and enormous opportunities driven by electric mobility and digitization. I decided to join Volkswagen not only to identify and manage their legal risk but also to impact the business. I truly believe that the wave of the fourth industrial revolution, will profoundly change the outlook of traditional automotive sector. Could there be any better place to experience it than working for the world’s biggest car manufacturer? Being a part of their team was on my radar for a while, and finally became a reality. Over the years I’ve had the privilege of using VW vehicles and I know from first-hand experience what they bring to the market. Not only are they products thought out, but there is thought put behind the design and look of all the parts. I’m thrilled to be joining this dynamic Group and be part of great projects coming from Volkswagen!”

Kowalczyk was also a speaker at the CEE Legal Matters 2016 General Counsel Summit and was interviewed by CEE Legal Matters about his role with Samsung in December 2015.

Domanski Zakrzewski Palinka has announced that former Norton Rose Partner and energy specialist Rafal Hajduk has joined the firm to lead its energy advisory team in its Infrastructure & Energy Practice, bringing with him a team from his former firm.

According to DZP, Hajduk “is a prominent expert in transaction advice and legal services to businesses in the energy sector.” The firm describes him as “specializ[ing] in supporting energy infrastructure, particularly power generation, investments, in regulatory matters, mergers and acquisitions in the energy sector and energy and derivates trading.

Hajduk moved over from Norton Rose Fulbright, where he had been since May 2008. Before that he was a Partner at CMS, where he had been since 1997.

“Rafal is a great lawyer, combining extensive knowledge with a business approach,” said Marcin Krakowiak, head of DZP’s Infrastructure & Energy Practice. “I am confident that his wide experience and understanding of the sector will be a major support to our clients.” 

Grzegorz Filipowicz, Senior Associate, and Associates Anna Konopka, Natalia Jankowska, and Mateusz Koszel join Hajduk in moving over from Norton Rose Fulbright. According to DZP, “the new team members will join forces with Partner Paweł Grzejszczak, a leading expert in legal support to the energy sector.”

“I have been observing DZP’s activities in legal advice to energy businesses and I am happy to be part of the Infrastructure & Energy Practice,” said Hajduk. “I am sure that the team and I will contribute to the practice’s continued development.”

Hogan Lovells has advised Union Investment on its EUR 62 million acquisition of the Maraton office building in Poznan, Poland, from Skanska. Dentons advised Skanska on the deal.

According to Hogan Lovells, “this modern office building, with its flexible building layout, is on the way to receiving its LEED Gold certification. It offers the very best in architectural innovations and is built in the centre of Poznan in the immediate vicinity of the main business district, shopping malls, and cultural buildings. The building is situated near the crossroads of Krolowej Jadwigi Street and Maratonska Street, and has more than 25,000 square meters of GLA and 300 parking spaces to offer to its tenants.”

Tenants at Maraton, which was commissioned for use in December 2016, include ROCKWOOL, Sii, APS, Bridgestone, Century Link, Duni European Finance Function, REHAU Business Services, and Naspers with OLX.

The Hogan Lovells Warsaw Real Estate Practice was assisted by its London Litigation Practice, which advised on English law insurance aspects of the transaction. The Hogan Lovells Warsaw team was supervised by Partner Jolanta Nowakowska-Zimoch and led by Legal Counsel Agata Jurek-Zbrojska. Senior Associate Malgorzata Madej-Balcerowska, Associate Karolina Olko, and Lawyer Marta Popis were also involved. The English law insurance aspects were dealt with by Partner Helen Chapman and Associate James Richardson.

The Dentons team was supervised by Partner Pawel Debowski, supported by Partner Bartłomiej Kordeczka and Senior Associate Martyna Racz-Suchocka.

Image Source: maraton.byskanska.com

Chajec, Don-Siemion & Zyto has advised Capital Partners Investment Fund on a loan provided to IPOS S.A., a Polish provider of IT solutions. GSW Legal Grabarek, Szalc i Wspolnicy — a member of Grata International — advised iPOS on the deal. Proceeds from the loan are to be converted into the company’s share capital through the investor’s exercise of rights under subscription warrants.

According to GSW Legal, the transaction included: “(i) acquisition of copyrights, licenses, and know-how for production of fiscal printers (printing device of fiscal cash register); (ii) exit of a strategic investor; (iii) acquiring new financing from Capital Partners Investment Fund (a bridge loan thereafter converted into equity). New financing from Capital Partners is purposed for development of fiscal equipment produced by iPOS S.A.”

CDZ reports that its work on the matter “included developing the concept for the planned transaction, drafting all transaction documents, assisting in the entire process of negotiating the transaction documents and terms of the capital entry of Capital Partners into IPOS.”

The transaction was coordinated for Capital Partners by CDZ Partner Maciej Kotlicki, assisted by Advocate Malgorzata Sas-Madej.

The GSW Legal team was led by Managing Partner Rafal Szalc and Legal Advisor Trainee Aleksandra Tkaczyk. 

“I think that there are several developments that will affect the Polish legal market in the near future,” says Aleksander Stawicki, Senior Partner at WKB Wiercinski, Kwiecinski, Baehr in Warsaw.

“The first one is the ongoing debate on the way legal services will be provided to state-owned companies.” According to Stawicki, a plan is being considered that would expand the responsibilities of the General Counsel to the Republic of Poland — the state authority that until recently represented the State Treasury in court. According to the new law that entered into force on January 1, 2017 this authority is also empowered to represent state-owned companies. As the implementing regulation has not yet been adopted, the specific extent of this expansion is unclear, as it — for instance — hasn’t yet been determined in practice whether that authority would represent state-owned companies only in disputes, or in other matters as well. Stawicki says, “there probably will be a fixed budget, such that each state-owned company — depending on its size — will pay a fixed-fee to this state administration and then will be entitled to a certain number of hours.” Stawicki describes that, not wholly sincerely, as “a very innovative idea.”

“There are a lot of doubts about it among lawyers,” he says, and many questions about the proposal remain unanswered, including to what extent the state authority would be able to provide highly-specialized advice, whether it will have enough specialist lawyers, and so on. Stawicki assumes that, with the state’s budget, they will be hiring, but due to the financial constraints they may not be able to hire the biggest talents on the market.” There are also questions about potential conflicts of interest (as the interests of the state rarely coincide exactly with the interests of a company (even if this company is state-owned)). “So probably only time can tell to what extent this solution can work and whether it can work efficiently,” Stawicki says.

Regardless, he says, “depending on the scope of the project and the final arrangement there is the possibility that at least part of work for state-owned companies that is currently being done by law firms in the market may be taken over by this authority.”

“The second issue,” Stawicki says, “is the ongoing debate in the Parliament about implementing the EU directive to prohibit auditing companies from doing legal work or any other kinds of work than auditing.” Stawicki points to the rise of the Big Four law firms in recent years, noting that while they withdrew for a while from the legal market following the collapse of Enron, “now we see them coming back and really competing fiercely with law firms for legal work: investing in people, doing a lot of marketing, etc. — not concentrating any more just on corporate work or tax law but going into more specialized areas. So the outcome of this discussion — to what extent they will be allowed to continue this — will be another big issue, and the answer to that issue will have a huge impact on the market.”

Directive 2014/56/EU as well as Regulation (EU) No 537/2014, Stawicki explains, “allow the member states to impose a ban on auditing companies, prohibiting them from engaging in other kinds of advisory services for their clients, to preserve the independence of the audit and its proper functioning.” Stawicki reports that “of course the audit companies say there’s no risk and they should be allowed to continue their current business model. But there’s also opposition from, for example, some tax advisors and legal advisors who say that there are conflicts of interest and that it is in the best interests of the proper functioning of the market that they not be allowed to do so.” He concludes that “this is a very important issue but it’s not clear how this it will end up.”

Turning to more optimistic subjects, Stawicki says that “the Polish economic situation is good,” and reports that, despite continuing questions “about the political situation in Poland, and Europe, and the world in general, and about how this might influence the activity of investors, last year was very good for us.” Stawicki says, “we have increased our profits, we have increased the head-counts again and have now over 80 lawyers, which shows that there is a place for growth on the Polish market. Of course, it’s a competitive market and always has been with the presence of the international chains and the presence of lots of really good Polish independent firms, now with the new wave of boutique firms formed by lawyers leaving the bigger firms. But our business plans assume that we will be growing over the next few years, both in mainstream work — in transactions and litigation — but also in the more specialized areas of law, like competition law,  transportation law, energy law or pharmaceutical law – areas which has have always been very active, and we expect that there will be more work coming.” 

Polish real estate lawyer Janusz Dzianachowski will be promoted to Partner by Linklaters as part of its global promotions round.

Dzianachowski, whose promotion from Managing Association will take effect on May 1, 2017, is one of the 26 lawyers promoted to Partner in 13 jurisdictions around the world by Linklaters, though the only one from CEE. Only five of the lawyers promoted to Partner are women.

Charlie Jacobs, Senior Partner at Linklaters, said: “The exceptional quality of today’s newly elected Partners reflects our commitment to attracting, retaining and promoting the most talented lawyers in jurisdictions and practices around the world. As excited as we are by today’s announcement, we are disappointed that we have failed to reach our target for female partners in this year’s election. We remain absolutely committed to this important goal and acknowledge that despite firm-wide progress on diversity, we must and will strive to do better.”

Dzianachowski, who has more than 13 years of experience, joined Linklaters in July 2005. Among the deals he has worked on are a number for CBRE Global Investors, including its 2014 acquisitions of the Galeria Mazovia shopping center in Plock, Poland, and of the Ideal Idea logistic complex near Warsaw’s Chopin airport (as reported by CEE Legal Matters on June 18, 2014 and December 12, 2014, respectively), its 2015 acquisition of the Galeria Sfera shopping center in Bielsko-Biala (as reported on December 10, 2015), and its 2016 acquisition of the Jantar shopping center in Slupsk (as reported on May 6, 2016).

On February 23, 2017, Poland’s Supreme Court ruled in favor of a cassation appeal submitted by White & Case on behalf of a Polish and Spanish consortium led by Mostostal Warszawa S.A. to determine who the defendant must be in cases regarding the abuse of a bank guarantee.

The consortium represented by White & Case wanted a ruling confirming that the beneficiary had no right to enforce a bank guarantee securing the proper performance of an agreement for upgrading a section of a national road into an express road.

According to a summary of the case that appeared on the website of the Polish British Chamber of Commerce (PBCC) website, “the Supreme Court agreed with the consortium, holding that, contrary to the rulings of some appellate courts, in disputes on the abuse of a bank guarantee the scope of standing is determined by the contents of the requests in a statement of claim. This means that, if the claims are properly worded, a claim for a determination that there is no right to demand payment from a bank guarantee does not have to be raised against the bank that issued the guarantee. It may be sufficient to sue the guarantee beneficiary (in this case, the party that contracted the construction work).”

The PBCC reported that “the ruling of the Supreme Court is crucial for other cases concerning bank and insurance guarantees since it resolves a legal issue that until now was unclear to practitioners and led to conflicting case decisions.”

The White & Case team representing the consortium included Partner Michal Subocz, Counsel Piotr Bytnerowicz, and Associates Jakub Wolkowicz and Emanuel Wanat.