Category: Poland

  • Hogan Lovells, DLA and A&L Goodbody Advise on Santander Securitization

    Hogan Lovells has advised Santander Global Banking & Markets and Citibank International as Arrangers and Joint Lead Managers in relation to a PLN 1.367 billion Polish auto loan securitization.

    According to the firm, the deal, which closed on June 27, marks the first securitization of Polish auto loan receivables by Santander Consumer Bank. Both the Class A Notes and Class B Notes are rated by Fitch and Moody’s, offered in Polish zloty, and listed on the Irish Stock Exchange. The Class A Notes may also be listed on the Warsaw Stock Exchange. 

    The Hogan Lovells team was led by Partners Julian Craughan and Piotr Zawislak, supported by Senior Associate Sally Simmonds in London and Associate Agata Szczepanczyk in Warsaw. Polish tax advice was provided by Counsel Zbigniew Marczyk.

    DLA Piper advised Santander Consumer Bank as originator on Polish and English law; and A&L Goodbody advised the issuer on Irish law.

     

     

  • DZP Promotes Partner

    DZP Promotes Partner

    The Polish Domanski Zakrzewski Palinka law firm has announced Pawel Paradowski has been promoted to Partner in the firm’s Dispute Resolution practice as a Partner as of July 1, 2014.

    Paradowski joined DZP in 2003. He specializes in business disputes, white collar crime, and company law. He has been attorney ad litem in numerous litigation and arbitration proceedings, especially in the energy, construction, real estate, insurance and pharmaceutical sectors. He is also attorney-in-fact to companies in administrative proceedings, including those in administrative courts. 

    Paradowski is now the third Partner in DZP’s 14-person Dispute Resolution Practice, which operates in Warsaw and Poznan. The Practice is headed by Jozef Palinka.

  • New Partner at SPCG

    Studnicki Pleszka Cwiakalski Gorski has announced that Adam Kostrzewa, who manages the firm’s Katowice office, has joined the partnership.

    According to the firm, “Kostrzewa specializes in labor law, in particular: collective labor law and employee-related aspects in the processes of business transformation, legal disputes in the field of labor law and advising on business operations in special economic areas.” 

    Kostrzewa graduated from the Law Faculty of the Silesian University in Katowice in 1994, then worked for two years as a tax advisor for Ernst & Young. He worked at the local Koehler & Rak Law Offices in Katowice, then became fully-qualified and opened his own practice in 2000, where he specialized in Corporate and Labor Law. Since 2003 he has been with SPCG. He manages the 6 other lawyers in the Katowice office and leads the firm’s Labor Law practice.

     

  • Roots in Revolution: Miller Canfield in Poland

    Roots in Revolution: Miller Canfield in Poland

    The first international law firm to open an office in Poland – one of the first to open an office in any Eastern European country – had headquarters not in New York or Chicago, nor in the closer European capitals of London, Vienna, or Paris. Instead, the first international law firm to open an office in Poland was based at 150 West Jefferson in downtown … Detroit.

    And the story of how and why that Detroit firm’s first office outside Michigan was in Poland, some 4300 miles away, is ultimately a story of two people, and a shared commitment to a fledgling republic.

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    Richard A. Walawender, Principal and Corporate Group Leader, Miller Canfield

    The decision to open a law office in a foreign country is not ever a purely economic analysis – it inevitably involves personalities, history, personal enthusiasms, connections, client base, and more. Miller Canfield’s offices in Poland can be traced to d: all of the above. 

    In fact, Miller Canfield’s reach into Poland can be traced primarily to the passion and commitment of one young American lawyer. 

    Richard Walawender’s Polish parents emigrated to the United States after being deported to Siberia during WWII. Walawender studied Political Science and Russian/Eastern European Studies at the University of Michigan, and he followed the news of the Lech Walensa-led Solidarity uprisings in Poland closely. The call to action was irresistible: “So in 1981 I went over there and enrolled in the Jagiellonian University in Krakow, spent a summer and semester there, but … you know, my real motive at that time was to support and join the movement and help out the revolution. I studied during the week, and would hop on a train every Thursday night or Friday morning and go to where the strikes were taking place and the factories were being taken over. And then in the late summer of 1981, when I had a little more free time, I went to Gdansk and volunteered my services with Solidarity’s press office. Literally, every weekend was spent at some sit-in or factory strike. It was pretty intense.”

    Walawender returned to the University of Michigan in the fall of 1981, only a few months before martial law was declared in Poland. As President of the university’s Polish Club, he collaborated with other Polish student groups in Poland and Western Europe in what he describes as “an informal student Solidarity underground support network.” After completing his undergraduate education and then obtaining his law degree – also at the University of Michigan – he joined Miller Canfield’s Public Finance practice in Detroit. 

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    Michael McGee, CEO, Miller Canfield

    In July of 1989, shortly after the first free Polish elections, Jerzy Milewski, the new Ambassador at Large, then traveling extensively to rally support for the new government, contacted Walawender for help in starting a bank and in helping find other mechanisms to finance the government’s plans for change. Walawender says, simply, “so we described for them how the Polish bond program could raise money for the new government … and they said ‘ok, can you get on a plane?’ So we did.”

    The immediate success of the bank and bond projects caught the attention of other investors. Walawender says that “after we did that, after we worked on the bank project and so on, it got quite a bit of publicity in the Detroit area, and as companies started realizing that the Solidarity government was there to stay, they called us up, and we set up an office in Gdansk, with Wojciech Babicki – he was Solidarity’s lawyer – sort of across the street from his office. We didn’t even have a phone line, I remember, so he had to use the phone in his house.”

    Miller Canfield CEO Michael McGee laughs at Walawender’s use of “we” to describe the firm’s start in Poland. He says of Walawender that, “Rick wasn’t just personally involved; he did it. As a second-year associate.”

    When asked why he was entrusted with such authority and autonomy at such a young age, Walewander – now a partner himself – laughs “I don’t know!” But McGee is less uncertain. “Rick has always been a person who projects a lot of confidence, and the truth is that he was a star associate, he was a person that the firm was happy to have, is and was regarded as a really smart guy. His work was very highly regarded, so that when Rick Walewander brought this forward, I think the partners at the time said, ‘you know, this kid’s pretty smart, why don’t we see where this goes?’” 

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    Wojciech Babicki, Principal and Polish Managing Partnr, Miller Canfield

    And McGee’s pride in the result is obvious. “I don’t know that it’s possible to know who might have been the first foreign consultants to be formally engaged by the new Republic of Poland with the task of assisting the new government, but it’s fair to say we were among the first, because this all happened so quickly. To some extent Solidarity coming to power was quite unexpected, even within Solidarity, so all of a sudden ‘they have to run a country??!’ It’s not as if there had been a great deal of advance planning in terms of having people thinking about a transition. That’s one point of pride that we have institutionally, is that there certainly weren’t many – very many at all – who were asked by the Poles to help before we were, and we were flattered and still are flattered to have been asked so quickly.”

    Of course, international firms need to connect and cooperate with strong, connected, and competent lawyers on the ground. For Miller Canfield, Wojciech Babicki was the obvious choice. 

    Babicki, like Walawender, had been drawn to Solidarity’s call. He recalls that, “I just wanted to do something. I wasn’t a freedom fighter, but I wanted to do something, because it was a great time in Poland.” At the time Babicki was working for the Solidarity Fund and the Solidarity Foundation, and was one of the team of lawyers on Lech Walensa’s Presidential campaign (“the first one – the one he won,” he laughs). He recalls seeing the Solidarity Fund and Solidarity Foundation flooded with new proposals – “some of them to- tally crazy, some of them very interesting, some of them simply stupid” – but the sug- gestion that the new government set up a bank resonated. Eventually David Chase, a Polish Jew who left Poland for Connecticut after WWI, agreed to invest, and in July 1991 the Solidarnosc Chase D.T. Bank (named with Chase’s first and middle initials after Chase Manhattan objected to the version without them) was established in Gdansk – in the building which had until recently been occupied by the provincial headquarters of the Communist party. “And that’s how we met,” Babicki recalls, “because David Chase hired Miller Can-field to do this deal for him in Poland, and that’s how I met Rick and that’s how I first heard about Miller Canfield of Michigan, and after the deal was done, my current partners called me and said ‘look, maybe we can do something together in Poland.’”

    Babicki smiles at the memory of the early days. “In the very beginning I tried to practice normal law – in terms of going to the courts, like any Polish lawyer – and tried to work on Miller Canfield projects which were not at the time very huge. I did everything from home, and I just bought a fax machine, and that’s how it started.”

    Summer 1990. Jerzy Kobylinski (President of the Solidarity Fund) and Wojciech Babinski standing next to the the US Constitution.

       

    Summer 1990. Jerzy Kobylinski (President of the Solidarity Fund) and Wojciech Babinski standing next to the the US Constitution.

    Miller Canfield today has 17 offices in five countries, and the firm remains known for its strong public finance practice and a long history with both lenders and manufacturers, including – unsurprisingly for a firm based in Motown – with the automotive industry. The firm’s Poland presence has grown over time as well, of course, and Miller Canfield now has over 40 lawyers in three offices in the country: the headquarters in Gdinia (where Babicki sits), one in Wroclaw, and the largest in Warsaw. 

    And despite the firm’s beginnings in Poland as an offshoot of Walewander’s commitment to the Solidarity movement and to helping the new government off the ground, McGee laughs that the firm has “absolutely” been profitable in the country. “We did not open offices for the sake of opening offices. The offices and the attorneys are successful and profitable on account of the work we are asked to do by our clients. The clients come first; they drive what we do.”

    Undoubtedly. Nonetheless, it’s difficult to see the profit motive as the only consideration. And everything taken together, as law firm expansion stories go, Miller Canfield’s is a pretty good one.

    All 1990 photos courtesy of Wojciech Babinski.

  • Squire Patton Boggs Advises on JJ Auto IPO in Germany and Poland

    Squire Patton Boggs has acted for JJ Auto AG, a leading Chinese manufacturer and supplier of automotive parts for the Chinese market, on its parallel IPO on the Frankfurt Stock Exchange and Warsaw Stock Exchange.

    Since earlier this week, JJ Auto’s shares are listed in the regulated market (General Standard) of the Frankfurt Stock Exchange and the regulated market (Parallel Market) of the Warsaw Stock Exchange. 

    Founded in 1998, JJ Auto is a specialized and dynamically growing manufacturer and supplier of automotive parts for commercial vehicles and heavy-duty machines. JJ Auto is based in Fujian province and exclusively sells its products in the Chinese market, particularly in the provinces of Fujian, Hubei, Yunnan, Zhejiang, Jiangsu and Henan, where the demand for commercial vehicles and heavy-duty machines is experiencing rapid growth. 

    Led by Corporate Partner and Capital Markets expert Benjamin Kroymann in Shanghai, a cross-border team from Squire Patton Boggs’ Shanghai, Berlin, Frankfurt, and Warsaw offices advised JJ Auto on the listing, including setting up the listing vehicle, conducting the pre-IPO reorganization of the group, preparing the securities prospectus, and coordinating the prospectus approval procedure with the German regulator BaFin. Besides Kroymann, the Squire Patton Boggs team included Furong Ren and Leon Xu in Shanghai, Kai Mertens and Navid Anderson in Berlin, Thomas Busching and Andreas Fillmann in Frankurt, and Marcin Wnukowski, Pawel Magierowski, and Dominika Kupisz in Warsaw. 

    In a statement released by Squire Patton Boggs, Kroymann expressed his pride at the work:“We are delighted that our global group has represented another successful Chinese business on its listing in Europe, where there is continued appetite for investment opportunities in dynamic companies and potentially high growth markets. This is the second IPO of a Chinese company on the Warsaw Stock Exchange and we are happy to be moving into this new and promising market for Chinese issuers at such an early stage.”

     

  • SPCG Emerges Victorious From Polish Supreme Court

    Studnicki Pleszka Cwiakalski Gorski has successfully represented Tesco Polska in what it describes as “a precedent-setting dispute with one of the manufacturers and suppliers of flour used in the internal bakeries of Tesco chain.”

    According to the firm, “the supplier brought a claim against Tesco Polska for reimbursement of bonuses from turnover agreed by the parties, claiming that they amounted to imposition of charges for acceptance of merchandise for sale within the meaning of the Act on Combating Unfair Competition, the collection of which hinders other entrepreneurs’ access to the market within the meaning of Article 15(1)(4) and Article 3 of the Act on Combating Unfair Competition.”

    In its judgment of June 6 2014, (case docket III CSK 228/13), the Polish Supreme Court accepted the argument made by Tesco Polska and set aside the judgment of the Court of Appeals in Krakow. In siding with Tesco Polska, the Supreme Court found that the respective provisions of the Act on Combating Unfair Competition do not apply to goods purchased by the retail chain for their subsequent processing and sale, and that the agreed-upon bonus for achieving specific sales amounts constitutes a discount that is a part of the trade margin within the meaning of Article 15(1)(4) of the Act on Combating Unfair Competition.

    On behalf of SPCG, Tesco Polska was represented by SPCG Partner Jakub Gorski and Associate Pawel Wec.

     

  • SPCG Partner Appointed to Office of Competition and Consumer Protection Advisory Board

    Studnicki Pleszka Cwiakalski Gorski has announced that Partner Slawomir Dudzik has been appointed a member of the new Advisory Board at the President of the Office of Competition and Consumer Protection.

    The Advisory Board advises on matters pertaining to the protection of competition and consumers. It was created on May 9, 2014 on the basis of Order No. 2/2014 issued by the President of the Office.

    According to the firm, the tasks of the Advisory Board include providing opinions upon request of the President of the Office on basic legal acts in the area of competition and consumer protection, as well as governmental proposals of strategic documents and guidelines on the practical application of said provisions; providing recommendations regarding changes in these documents; and initiating and organizing cooperation between the President of the Office and the outside experts, including academics.

    The Advisory Board is composed of experts in the areas of competition and consumer protection, including economists and law professors and practitioners

     

  • Greenberg Traurig Takes Dentons Global Real Estate Partner

    Greenberg Traurig has announced that global Real Estate Partner Eric Rosedale has joined the firm as Chair of International Real Estate, a role in which his responsibilities will involve coordination of the real estate practice outside of the United States.

    In this new role, Rosedale will work closely with the Global Chairs of the firm-wide Real Estate Practice, Rob Ivanhoe and Corey Light, and other real estate leaders in the firm, including Tim Webb, who will serve as Co-Chair of International Real Estate, with a focus on the burgeoning real estate market in the United Kingdom and consult with Rosedale from time to time on other areas of strategic importance.  

    Rosedale has more than 15 years of international real estate experience and was most recently a Co-Head of Global Real Estate at Dentons, with a longstanding focus on Central and Eastern Europe. He was instrumental in growing the European real estate practice at Weil Gotshal and the international real estate practice at Salans, which combined with Dentons in 2013. His focus is on real estate M&A and private equity for international real estate funds and private equity players, as well as developments and financings. He is a well-known player in real estate private equity circles and represents an array of institutional real estate clients in all major real estate sectors.  

    In a statement released by the firm, Rosedale is quoted as saying, “throughout my career, I have been driven by the opportunity to build top tier, cross border real estate teams, and the prospect of working with my old friends Rob Ivanhoe, Corey Light, and many others at Greenberg Traurig in leveraging its exceptional U.S. real estate practice globally is an extremely compelling and unique opportunity.” 

    Greenberg Traurig CEO Richard Rosenbaum was predictably enthusiastic: “Eric will be another catalyst for integrating and growing our dynamic real estate practice globally, adding a high level of quality and value to the worldwide real estate client base.”

    Polish lawyer Pawel Debowski, appointed as Co-Chair of the Dentons Global Real Estate Group in Europe in January (reported on by CEE Legal Matters on January 28, 2014), will now head the practice alone. 

     

  • Linklaters Advises on First CBRE Global Investors ESCF Investment in Poland

    Linklaters has acted for CBRE Global Investors European Shopping Centre Fund (CBRE Global Investors ESCF), on the acquisition of the Galeria Mazovia shopping center in Plock, Poland.

    Linklaters’ Warsaw office advised on all aspects of the transaction, including structuring, due diligence, drafting and negotiating the transaction documents, and the successful closing and funding. Linklaters provided tax advice as well.

    The team was led by Managing Associate Janusz Dzianachowski in the firm’s Real Estate practice, supported by Associate Tomasz Trystula.

    Commenting on the deal, Janusz Dzianachowski said: “This was the first acquisition of CBRE Global Investors ESCF not only in Poland but also in the CEE and we are proud to have been able to advise the Client on this challenging transaction. Galeria Mazovia is a very well-performing asset and we are certain it fits perfectly in the ESCF’s growing portfolio.”

  • NRF Advises Banks on PLN 3 Billion Financing for Cyfrowy Polsat

    Norton Rose Fulbright has advised the global banking coordinators of a consortium of more than 20 financial institutions on the PLN 3 billion (approximately EUR 725 million) facilities made available to Cyfrowy Polsat.

    Cyfrowy Polsat is a leading Polish media company providing direct to home subscription satellite television services. The firm advised ING Bank Slaski, Powszechna Kasa Oszczednosci Bank Polski, and Societe Generale Corporate and Investment Banking.

    The facilities were used to refinance existing senior bank debt and senior secured notes of the Cyfrowy Polsat group in connection with Cyfrowy Polsat’s acquisition of Polkomtel, the operator of the “Plus” mobile network in Poland. The facilities were also used in connection with the redemption of certain PIK (payment in kind) notes in the debt structure of the Metelem Group (the majority shareholder in Polkomtel) following the completion of its takeover in connection with the acquisition of Polkomtel.

    The Norton Rose Fulbright London team advising on the financing was led by Finance Partner Michael Ings, who was assisted by Senior Associate Tim Waghorn and Associate Tom Meredith. Warsaw based Partner Grzegorz Dyczkowski, Senior Associate Tomasz Rogalski, and Associates Konrad Leszko and Adrian Kozinski advised on the Polish law aspects of the financing and the comprehensive Polish security package.