Category: Poland

SPCG has persuaded the Court of Appeal in Warsaw to deny the appeal by the President of the Office of Competition and Consumer Protection (UOKIK) of a lower court’s ruling reversing his determination that T-Mobile Polska S.A. had participated in an agreement with three other telecommunication operators to restrict competition.

In its decision of November 23, 2011, the President of UOKIK stated that the four major mobile operators in Poland had concluded a prohibited agreement involving the provision of mobile TV services with DVB-H technology. UOKIK subsequently imposed pecuniary penalties on the operators, including T-Mobile Polska S.A., in an amount exceeding PLN 34 million.

In a judgment of June 19, 2015, the Court of Competition and Consumer Protection set aside the decision of the President of UOKIK in full. On March 15, 2017, the Court of Appeal in Warsaw dismissed the President’s appeal, bringing the matter to a conclusion.

SPCG Partner Slawomir Dudzik and Senior Associate Jacek Budzik represented T-Mobile Polska in the proceedings.

Jolanta Zarzecka-Sawicka has been promoted to Partner at FKA Furtek Komosa Aleksandrowicz, where she heads the firm’s Labor Law practice.

Zarzecka-Sawicka joined FKA in 2009 after spending almost 10 years with Linklaters. According to FKA, “she graduated from the Faculty of Law and Administration at the University of Warsaw. She is also graduate of the following schools: English and European Law School (University of Cambridge in cooperation with the University of Warsaw), American Law School (University of Florida in cooperation with the University of Warsaw) and the Summer Program in American Law Amsterdam-Leyden-Columbia organized by the Columbia University. Jolanta is admitted to the Poznan Bar of Legal Advisors. She is a member of the Polish Employment Law Association and the European Employment Lawyers Association.”

Greenberg Traurig Warsaw has promoted Local Partners Rafal Baranowski and Pawel Piotrowski to Shareholder and former Senior Associate Karolina Dunin-Wilczynska to Local Partner.

Rafal Baranowski focuses his practice on corporate/M&A, private equity, and joint-ventures, as well as matters connected with corporate and energy law, with an emphasis on the oil and gas sectors. According to GT, “he has over 15 years of experience in handling the largest and the most complex M&A transactions, private equity and oil & gas transactions in Western and Central Europe, the Middle East and Asia.” He joined GT in 2013 after spending one year at JAS-FBG, then another year at Roedl & Partner, five and a half years at  BSJP in alliance with Taylor Wessing, and six year as a Senior Associate at Weil, Gotshal & Manges.

Pawel Piotrowski focuses his practice on securities and company law as well as on private equity and M&A transactions. GT describes him as having “15 years of experience in handling the largest capital market transactions in Poland,” and says that “he has participated in preparing public offerings of Polish and foreign companies, as well as M&A transactions of public and private companies. His clients include issuers, investment banks and private equity funds.” Before joining Greenberg Traurig, he was a Senior Associate at Dewey & LeBoeuf in Poland. 

New Local Partner Karolina Dunin-Wilczynska focuses on securities law and company law as well as mergers and acquisition transactions. According to GT, and like Piotrowski, “she has over 15 years of experience in handling the most complex capital market transactions in Poland.” The firm reports that “she has advised on numerous public offerings of Polish and foreign companies, including IPOs, rights issue offerings and scrip dividend offerings, mostly as a counsel to issuers from a variety of industries, including banking, energy, oil and insurance, as well as on dual listings. She has represented clients in connection with offerings of high yield notes.”

Allen & Overy advised ENGIE on the sale of 100% of its shares in ENGIE Energia Polska, the owner of Elektrownia Polaniec, to ENEA S.A. Dentons advised ENEA on the transaction, which makes it the largest power producer in Poland.

ENGIE Energia Polska is the fifth largest power producer in Poland. It operates a power plant in the city of Polaniec, with a capacity of 1.9 GW, that consists of seven coal fired units and the world’s largest biomass fired boiler of 205 MW. 

The Allen & Overy team was led by Partner Jaroslaw Iwanicki and Counsel Kamil Jankielewicz, supported by Senior Associate Lukasz Lech and Counsel Justyna Michalik (on competition law aspects).

The Dentons team consisted of Poland Managing Partner Arkadiusz Krasnodebski and Partners Piotr Dulewicz, Pawel Grabowski, and Agnieszka Stefanowicz-Baranska, Counsels Wojciech Boguslawski, Zbigniew Stasiak, Michal Motylewski, Agnieszka Skorupinska, and Pawel Wanasz, Senior Associate Michal Wasiak, and Associates Natalia Lawniczak-Koziol, Jan Dubinski, Magdalena Porzezynska, Patrycja Talarek, Dawid Krakowiak, and Tomasz Kordala.

Dentons has advised Korporacja Inwestycyjna Polskiej Farmacji sp. z o.o. on its tender offer for 100% shares in Pelion S.A.

Korporacja Inwestycyjna Polskiej Farmacji is controlled by Jacek Szwajcowski, with Zbigniew Molenda holding a minority stake. Messrs. Szwajcowski and Molenda are both founders of Pelion. Dentons describes the offer, which is addressed to other shareholders of Pelion, as “the largest tender offer for shares of a company listed on the Warsaw Stock Exchange this year.”

The Dentons team was headed by Partner Jakub Celinski and included Partner Michał Mezykowski and Senior Associates Ryszard Manteuffel and Piotr Nerwinski, along with Dentons London Partner Lee Federman.

Hogan Lovells has advised Arcus Infrastructure Partners on the acquisition of an 85% stake in the Gdansk Transport Company S.A., a special purpose company set up in 1996 to pursue the DBFMO project for the northern section of the AmberOne A1 motorway concession in Poland. The acquisition was a multi-step transaction, involving Arcus’s acquisition of NDI Autostrada sp. z o.o. (NDIA), which owns a 25.31% stake in GTC, from Grupa NDI and Transport Infrastructure Investment Company (TIIC). As part of the acquisition, NDIA also exercised its right of first refusal on A1 Invest AB Skanska’s 30% stake and on John Laing Infrastructure Limited’s 29.7% interest in GTC, taking NDIA’s ownership in GTC to 85%, with Intertoll Europe retaining the residual 15% shareholding and remaining the operator of the A1 motorway. Norton Rose Fulbright advised Grupa NDI and TIIC, CMS advised John Liang, and DLA Piper advised Skanska.

Hogan Lovells also represented Arcus Infrastructure Partners and APG Asset Management in clearance proceedings before the Polish antimonopoly authority.

The A1 motorway in Poland is one of the country’s main traffic routes running through central Poland, connecting Rusocin, south of Gdansk, to Torun. From Torun onwards, the route leads via Lodz, Czestochowa, and Katowice, south to Gorzyczki on the country’s border. The concession is due to expire in 2039.

Arcus Infrastructure Partners is an independent fund manager focused solely on longterm investments in European infrastructure. Arcus invests on behalf of institutional investors through discretionary funds and special co-investment vehicles and, through its subsidiaries, manages investments with an aggregate enterprise value of EUR 15 billion (as of September 30, 2016). 

Commenting on the transaction, Stefano Brugnolo, Senior Investment Director at Arcus, who led the acquisition, explained: “We are very pleased to announce our first transaction in Poland, demonstrating our presence and interest in the region. We are convinced that the A1 motorway represents a strong infrastructure investment proposition and we are looking forward to using our transportation asset management expertise for the benefit of the A1 motorway stakeholders.” Ian Harding, Co-Managing Partner of Arcus, added that: “This acquisition underlines Arcus’ ability to originate, evaluate and successfully execute a complex strategy resulting in a significant shareholding in an attractive asset for Arcus and its’ underlying investors.”

The Hogan Lovells team consisted of Counsel Tomasz Zak, who led and coordinated all three transactions. Zak was supported by Warsaw-based Partner Marek Wroniak and Mateusz Mazurkiewicz, Tomasz Pietrzak, Adriana Bronikowska, Agnieszka Szczodra-Hajduk, Aleksandra Sudak, Dorota Walerjan, Piotr Zawislak, Karolina Olko, Lukasz Turek, Robert Gago, Radoslaw Pawluk, and Magdalena Kowara, as well as by Partner Steven Bryan and Senior Associate Hannah Logan from the firm’s London office.

The Norton Rose Fulbright team advising Grupa NDI and TIIC included Piotr Strawa, Of Counsels Artur Jonczyk and Piotr Milczarek, and Senior Associate Agnieszka Braciszewska.

The CMS team advising John Laing Infrastructure Limited on the approximately EUR 146.9 million disposal of its 29.69% interest in Gdansk Transport Company S.A, originally to First State Investments and following a pre-emption to co-shareholder NDI Autostrada was led by London-based Partner Sandra Rafferty and included London-based lawyers Pamela Grieve, Henry Wood, Steven Hodgkins, Ruth Jones, Sam Dames, Jonathan Dames, Thomas Bishai, Stephanie Flynn, Laura Allner, Graham Paul, Louise Boswell, David Bridge, Satyen Dhana and Sharon Skipper. The firm’s team in Warsaw included Partners Iga Lis, Marek Sawicki, and Andrzej Posniak, and lawyers Ewa Stykowska, Izabela Gebal, Tomasz Zwolinski, Jakub Rachwol, and Agnieszka Wierzbicka.

DLA Piper did not reply to our inquiry on the matter.

CMS has advised Invesco Real Estate on the EUR 70 million purchase of Wawel Holding Sp z o.o., the company owning the Sheraton Grand Krakow Hotel. DZP advised Algonquin, a pan-European hotel investor and operator, on the transaction, which closed on February 28, 2017.

CMS’s work was coordinated by Partner Wojciech Szybkowski and Senior Associate Adriana Andrzejewska, working together with Associate Piotr Przybylski. CMS Partner Malgorzata Urbanska and Senior Associate Michal Derdak advised on antitrust clearance for the transaction. Senior Associate Konrad Werner was also involved.

DZP’s team was led by Partner Bartosz Marcinkowski and Senior Associate Marcin Kulinski, and included Partner Magdalena Skowronska, Tax Partner Joanna Wierzejska, and Associates Agata Izyk and Paulina Armada-Rudnik.

Image Source: sheraton.pl

BSWW has advised the Buma Group on its lease of 8000 square meters in the DOT Office Complex, one of its investment projects in Krakow, to Ericsson, which intends to move its seat there in June 2017. According to BSWW, “the tenant is going to lease the entire Building E of the investment.”

The DOT Office Complex consists of five modern office buildings with a leasable area of more than 40,000 square meters located at ul. Czerwone Maki in a special economic zone of Krakow. 

According to BSWW, “the Buma Group is the leader on the market of office buildings as well as an investor and a developer. The group is composed of a number of companies operating in the field of office and residential investments, real property management, general contracting regarding investment projects and facades. The Buma Group has been operating on the Krakow market for over 26 years. During that time, it has developed, inter alia, office buildings with a leasable area of more than 180,000 square meters, including more than a dozen housing estates and residential buildings in London.”

“We appreciate working on the biggest projects on the office market in Krakow,” said BSWW Managing Partner Michal Wielhorski, who led his firm’s team on the deal. “During the project we have been providing comprehensive advisory services from the very beginning. We have been cooperating with the Buma Group in terms of real property acquisitions, constriction, and full commercialization of the building.”

Wielhorski was supported by Partner Alicja Soltyszewska.

Image Source: dotoffice.com.pl

Traple Konarski Podrecki i Wspolnicy is reporting that it has represented the Polish Filmmakers Association (SFP) in a matter before the Court of Justice of the European Union, which, on January 25, 2017, issued its judgment.

According to TKP, the CJEU’s judgment came “in case C‑367/15 concerning the compatibility of the provision of the Polish law on copyright and related rights which allows lump sum damages for infringement of copyrights in the amount corresponding to twice the appropriate license fee.”

The firm reports that “the CJEU judgment was issued in reply to a question referred by the Polish Supreme Court for a preliminary ruling in the action filed by the Polish Filmmakers Association, which was represented, both in national proceedings and before the CJEU, by TKP Partners Professor Elzbieta Traple and Attorney at Law Wojciech Kulis.” According to the firm, “in line with the position presented by the SFP representatives, the provision of Article 79(1)(3)(b) of the Act of 4 February 1994 – Law on Copyright and Related Rights was considered compatible with Article 13 of Directive 2004/48/EC of the European Parliament and of the Council of 29 April 2004 on the Enforcement of Intellectual Property Rights. What is interesting in that case, the position of the CJEU was significantly different than the opinion presented by the Advocate General.”

Finally, according to the firm, “as regards the model of claims for infringement of copyrights, this is undoubtedly a significant judgment, not only for Poland, but also for the other Member States of the European Union which allows claims for damages as a lump sum.”