Category: Poland

The SPP Legal Szmigiel & Papros law firm in Warsaw has become a member of CEE Attorneys, the network of law firms begun in March of last year. With the addition of SPP Legal the network, which already counted Tomicek Legal in the Czech Republic and Fox Martens in Slovakia as members, adds a Polish arm.

“We look forward to establishing cooperation with SPP Legal Szmigiel & Papros and welcome Polish colleagues in CEE Attorneys,” said Zdenek Tomicek, Partner of Tomicek Legal. “Ever since we decided to support the idea of the establishment of a Central European network of law firms, it was clear that Poland would play a significant role in it,” Tomicek continued. “Not only because it is the largest and most populous country in the region, but also because Poland has recently become an economic tiger of the Visegrad Group (Visegrad Four). We had discussed the cooperation for a long time until we finally came to the conclusion that SPP Legal Szmigiel & Papros guarantees the quality of legal services expected from all members of CEE Attorneys.” 

Andrzej Szmigiel, Partner at SPP Legal, stated that: “We believe that here we establish something special. Joining CEE Attorneys, one of the fastest growing networks of law firms in Central and Eastern Europe, it is the beginning of a new era for all of us. We firmly believe that the highest standards of legal services provided by us will actually surpass the high expectations of our clients. Together with our partners from the Czech Republic and Slovakia forming the CEE Attorneys Network, we have become a major player creating a commercial pressure on the existing networks of law firms in the Central and Eastern European market.”

CEE Attorneys reports that “intense negotiations about cooperation in other countries are under way.”

Groupe Canal+ and the ITI Group have sold their majority stake in Poland’s largest broadcaster – the TVN Group – to US media group Scripps Networks Interactive. On the seller side, the ITI Group was advised by Weil, while the Groupe Canal+ was advised by Orrick and Dentons. Scripps Networks Interactive was advised by Latham & Watkins and Domanski Zakrzewski Palinka. Clifford Chance supported the target – TVN.

ITI Group and Canal+ Group announced on March 16 the sale of their controlling stake in TVN, Poland’s leading commercial broadcaster, to Southbank Media Ltd., London, a member of the Scripps Networks Interactive Inc. group. Under the terms of the transaction, N-Vision B.V., Amsterdam, which at completion will directly and indirectly hold a 52.7% controlling stake in TVN, will be acquired by Southbank Media Ltd, London, which is part of the Scripps Networks Interactive group of companies. The ITI Group press release informed that the total cash consideration payable to the ITI Group and Canal+ Group amounts to EUR 584 million. Southbank Media Ltd., London, will also assume the EUR 300 million 11%/12% Senior PIK Toggle Notes issued by Polish Television Holdings B.V. The transaction remains subject to regulatory approval. According to the Scripps Network Interactive press release on the deal, following completion, the company will launch a mandatory public tender offer to further increase its ownership interest in TVN, as required under Polish law.

Kenneth Lowe, Chairman, President and CEO of Scripps Networks Interactive said: “Poland is a vibrant media market with significant growth potential. TVN has an incredible portfolio of channels and services, and has delivered consistently strong creative and financial performance under the leadership of Markus Tellenbach. The business will be a strong addition to Scripps Networks Interactive, and we’re looking forward to working with the whole TVN team to achieve our significant ambitions in the region together.”

Markus Tellenbach, President and CEO of TVN added: “This is a credit to the hard work and commitment of every single employee of TVN in building one of the most successful media companies in Poland. Ken Lowe and the team at Scripps Networks Interactive understand the importance of the Polish market, and the value of developing compelling content that connects with consumers. We are delighted to be joining the Scripps Networks Interactive family, and we’re excited about developing and strengthening our business for many years to come.” 

On the seller side, the Orrick team working on the deal was led by Corporate Partner Jinal Shah and included Tax Partner Ed Denny and Associates Katie Cotton, Emma Raleigh, Will Gay, and David Griffiths. Also advising Groupe Canal+ on the Polish aspects of the deal and some regulatory issues, the Dentons team consisted of Partner Pawel Grabowski, and Senior Associates Marceli Kasperkiewicz and Karol Laskowski. The Weil team assisting the ITI Group consisted of Pawel Rymarz, the Managing Partner of Weil’s Warsaw office, and included Partners Anna Frankowska, Robert Krasnodebski, and Iwona Her, assisted by Counsels  Monika Kierepa and Joanna Petersen, and Associates Anna Blonska, Aleksandra Dobrzynska-Grezel, Jerzy Bombczynski, Marcin Plonka, Tomasz Bakowski, Piotr Fedorowicz, Ewa Podogrodzka, Jakub Leszczynski, Natalia Wolkowycka, Bartosz Szczepanski, Jerzy Rostworowski, Ellie Fialho, Marek Kanczew, Ian Ferreira, Oliver Walker, and James Jirtle.

On the buyer side, the Scripps Networks Group was represented by Latham & Watkins with a deal team led by New York Partner Adel Aslani-Far and London Partner Nick Cline, which also included Partner Sean Finn and Howard Rosenblatt, and Associates Andrew Clark, Cynthia Ip, Amy Watkins, and Tomas Nilsson. On local matters, DZP supported the buyer through a team consisting of Partners Krzysztof Zakrzewski and Magdalena Skowronska together with Counsels Wojciech Dziomdziora and Piotr Jackowski, Senior Associate Agata Mierzwa and Associate Maciej Zajda.

You can read a recent CEELM interview with Marek Szydlowski, General Counsel at TVN Group here. 

Editorial Note: Van Campen Liem has also announced it is assisting ITI Group and Groupe Canal+ with the disposal of N-Vision B.V. The team advising on the deal includes Partners Cees Kersten, Edwin Liem, and Gesina van de Wetering, and Junior Legal Assistant  Gert-Jan Smit.

On July 7, 2015, Domanski Zakrzewski Palinka announced that on July 1, “the ITI Group and Canal+ Group finalized the sale of a controlling stake in TVN SA to Southbank Media Ltd, owned by the US group Scripps Networks Interactive.” Simultaneously, according to DZP, “a new Supervisory Board was appointed, and its members include Krzysztof A. Zakrzewski, our Managing Partner.”

Iain Batty is a Partner at CMS in Warsaw, where he’s responsible for the co-ordination of the Commercial Practice in Central and Eastern Europe. He is based in Poland and travels extensively through the region. We sat down with Batty for a coffee in his Warsaw office.

I.B.: I started coming to this part of the world in 1991. I was undertaking work with a political party in parallel with my legal career. At one stage I wanted to be a member of Parliament, and I started assisting political parties in Slovakia and Slovenia in 1991. Then I joined McKenna & Co. (as it was then) in 1993. The firm was a pioneer in this part of the world. It had offices in a number of these countries – much smaller than they are now, of course – and I benefited from a partner who gave me a marketing budget to travel to CEE in order to develop some business. I started off with Hungary and the Czech Republic and Russia and was able to develop a small piece of business from 1993 onwards. I remember speaking at my first conference in Budapest in 1993, but it really took off when I came to Poland in 1995. I gave a speech at a conference and got a big assignment off the back of it. I ended up helping draft the country’s pension fund legislation. Nobody ever said, Iain, you’re going to Poland. There was never really any formal posting. I think somewhere in my drawer I still have a letter that says I’m welcome back to London anytime. I can’t think it’s likely I would ever want to go back. This part of the world is too interesting.

I started spending more and more time here.  I initially saw myself being out here for a relatively short period of time. However, then I started getting involved in other areas of the law beyond pension fund work. I still go back to the UK from time to time, but this is my base. I got myself a flat, eventually got myself a wife, and that was that.

I.B.: Yes. However, I spend a fair amount of time out of the country. Later today I’m going over to London to pitch to a client, and on Friday it’s down to Tel Aviv. I’m all over the place. [Laughs]. 

I.B.: Yes, and I think it’s changed over time. Of course it’s different. I’m not Polish-qualified, and despite what people here may think, I don’t speak a huge amount of Polish. Lots of people seem to think I’m listening into their conversations and I understand everything, but I really don’t. My role is truly regional and involves dealing with issues around CEE. This involves a different range of responsibilities, particularly interacting with a client base of, by and large, American or UK companies. Sometimes there’s provision of English-law input or English-language drafting.

I.B.: Not to any great extent, no, because we have a number of expatriate lawyers here, and we can always rely on our offices in London or elsewhere for that. So if there’s a Corporate deal and they need an English transactional lawyer, I’m not the guy for that.

I.B.: When I started in this region in 1993, the challenges were very different from a legal perspective. Often the laws weren’t very well drafted, a lot of new laws had been rushed in after the end of communism – some of those were, let’s say, ambitious-but-flawed – and there was a huge amount of ambiguity. Often regulators were inexperienced, and this created some quite profound legal challenges.

Things have moved on a great deal. In EU countries in particular, the quality of the regulators by and large is a great deal better. The legislation, particularly when it has been harmonized to be in line with European Union directives, etc., has improved dramatically. So we don’t have as many of those challenges as we did. 

Also, there were logistical challenges involved with living here. I remember the first time I came to Warsaw, it was very difficult to get an international telephone line. We had to ask secretaries to dial out, to try to get a line. Often it would take about 30 attempts before you could connect with the UK. In general the infrastructure was very poor. Over the past 20 years or so the country has completely transformed. It’s now a world class city, and living here is relatively easy. Just about anything I want I can get here.

I.B.: I think it’s been a lot more interesting, and a lot more challenging. I’ve been a bit of an Emerging Markets junkie, and although I’ve described the frustrations of the early years … perhaps they were also the most exciting times as well. I think sitting in the UK doing Pension Fund documentation day in and day out would have been a very boring life, compared with what I’ve had here. There’ve been numerous legal challenges and tricky situations which I’ve had to deal with. Sometimes it’s been frustrating, but a lot of the time it’s been fun. Having said that, if I’d been in England I’d probably have seen a bit more of my family than I have done being out here.

I.B.: I’d like to distinguish between the lawyers in my firm – and a small number of other international firms – and the general population of lawyers. I’m better qualified to speak about the international firms. I think that by and large the quality is extremely good. Here we have very bright, capable, and ambitious commercial lawyers who have been well trained to understand and to meet client demands.

We’ve now got quite a few lawyers in our Warsaw office who are becoming regional specialists. Sometimes they run pan-regional accounts or pan-regional practices. One of the reasons we attract talented lawyers is that they know they will have an opportunity to work in respect of other countries. Our closely integrated office network in the region gives them an opportunity to do so.

What I would say is in the wider market, particularly in the local firms, there are a lot of lawyers who are more generalists – they are more like barristers in the UK – and they can offer lower rates, but they can’t offer the specialization that we can.

I.B.: Actually, probably my favorite spot is my office. That doesn’t mean I’m obsessed with staying at work, or doing work. I just have an amazing view out over the Palace of Culture. We’re on the 28th floor. I know the Palace of Culture is unpopular with Poles because of its historical significance – it was a gift from Stalin – but I rather like looking out over the building. I don’t think anyone could have a better view of it than I do. Not that I spend a huge amount of time looking out the window, but when I do have an opportunity to have a glance, it’s nice to see it.

I also like going to the Old Town. That’s where I started living when I first came here. There are some nice little cafes there and interesting places to spend a Sunday afternoon.

This Article was originally published in Issue 6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

Linklaters has acted for Pan European Core Fund, one of the investment funds managed by CBRE Global Investors, in relation to the acquisition of the Ideal Idea logistic complex — a 30,500 square meter property located near the Warsaw Chopin airport. The seller was BPH Real Estate Closed-End Fund 2, General Electric’s real estate investment arm in Poland.

Linklaters Warsaw was involved in and advised on all aspects of the transaction, including comprehensive due diligence and all transaction-related work. Linklaters Managing Associate Janusz Dzianachowski managed the legal team advising CBRE Global Investors with the support of Associate Kacper Piorecki. Jara & Partners is reported to have advised BPH on the deal.

This was the third acquisition by CBRE Global Investors in Poland in the past two years, all of which have been supported by Linklaters — including the fund’s acquisition of the Galeria Mazovia shopping center in Plock, Poland, this past summer (reported on by CEE Legal Matters on June 18, 2014). 

Studnicki Pleszka Cwiakalski Gorski has successfully represented Termo Organika, a Krakow-based manufacturer of polystyrene foams and insulation systems, in a trademark dispute with Austrotherm, a Polish competitor.

Termo Organika claimed that Austrotherm’s practice of labeling its polystyrene plasters with gray or black dots infringed upon Termo Organika’s trademarks. According to SPCG, “Termo Organika labels in such way most of the polystyrene foam that it produces that are recognized in the market as ‘dotted foam’ or ‘Dalmatian.’”

In a judgment of January 30, 2014 the Regional Court in Krakow, IX Commercial Division, found that Austrotherm’s packaging violated Termo Organika’s trademark, ordered Austrotherm to cease what SPCG calls its “incriminating activities”, and to make “appropriate statements in the press.” Austrotherm’s appeal was dismissed by the Court of Appeals on August 12, 2014.

Termo Organika was represented by SPCG Partners Jakub Gorski and Marcin Koper.