Category: Poland

Squire Sanders has announced that senior corporate lawyer Michal Karwacki has joined the firm’s Warsaw office as Of Counsel.  

Karwacki, who joins from Dentons, has over 14 years of transactional experience, with a special focus on the private equity and venture capital sectors, and will lead Squire Sanders’ practice in those areas in Poland.

According to Squire Sanders, Karwacki “is known for his skills in managing and advising on all aspects and stages of private equity and VC transactions, from matching potential deal partners, and structuring and negotiating the deal to closing and post-completion work. He has a strong track record in the sector, and among recent deal highlights he acted for MCI Capital Partners on the acquisition of shares for a leading web portal.”

The firm expects that Karwacki, together with other partners in the Global Corporate Practice in London, Moscow, and Warsaw, will help accelerate the growth of the firm’s private equity practice in Poland and support similar deals in the wider region and neighboring emerging markets such as Turkey.

Peter Swiecicki, Squire Sanders’ Managing Partner in Warsaw, said: “We are very excited that Michal Karwacki, whom we have known for many years, has joined our firm. In addition to his excellent reputation and commercial awareness, Michal has a remarkable talent for building new relationships and strengthening them over the years – with existing and new clients and our practice as a whole, he is sure to be a great success.”

Studnicki Pleszka Cwiakalski Gorski has represented Enterprise Investors in negotiations concerning the taking-up of shares in Nu-Med Grupa, a company in which Enterprise Investors until recently had been the minority shareholder.

Enterprise Investors, a large private equity and venture capital fund in Poland and CEE, will hold 68% of shares in Nu-Med Grupa , with the current majority shareholders of Nu-Med Grupa retaining 32% of shares. The value of the transaction was not disclosed.

In a statement released by SPCG, the firm announced that, “Within the joint enterprise, Enterprise Investors and Nu-Med Grupa S.A. envisage inter alia the construction of a modern radiotherapy centre for cancer cure in Tomaszow Mazowiecki. This facility is constructed in cooperation with Tomaszow Health Center, a hospital belonging to the office of district authorities in Tomaszow Mazowiecki. The facility will begin to treat patients in the Q4 2014.”

After the capital increase, Nu-Med Grupa will manage radiotherapy centers in Elblag, Katowice, and Tomaszow Mazowiecki.

The SPCG team was led by Partner Artur Zapala, assisted by Agnieszka Kolodziej-Arendarska, Agnieszka Zelek, Lukasz Przyborowski, and Adam Kostrzewa.

Gessel has announced that Managing Partner Beata Gessel-Kalinowska vel Kalisz has been reappointed to another three-year term as President of the Arbitration Court affiliated with the Polish Confederation of Private Employers Lewiatan.

She has held the post since 2011. Gessel-Kalinowska vel Kalisz’s arbitration practice grows out of her specializations in merger and acquisitions law, private equity/ venture capital, and business law. According to a statement released by the Gessel firm, “Beata Gessel has a long track record in alternative dispute resolution before permanent arbitration tribunals as well as in ad hoc proceedings (under the ICC, Lewiatan, SAKIG, and UNCITRAL rules, among others), having participated in over 60 domestic and international cases in fields such as M&A, construction law, and commercial contracts.”

Gessel-Kalinowska vel Kalisz is an arbitrator at the Lewiatan Arbitration Court in Warsaw, the Singapore International Arbitration Centre, VIAC in Vienna, the International Arbitration Court of the Chamber of Commerce and Industry in Bucharest, and the Arbitration Court of the Chamber of Industrial Energy and Energy Purchasers in Warsaw. She is also a member of the Commission on Arbitration of the International Chamber of Commerce in Paris, of the European Branch of the Royal Institute of Arbitrators in London, of the Polish ADR Association, and of the Board of Directors of ArbitralWomen. 

Wardynski & Partners announced it is launching a new interdisciplinary practice to provide regulatory, tax and transactional advice in the area of new technologies.

The “New Technologies” practice is meant to cater to the needs of companies operating in a number of fields: biomedical and modern foods, creative industries, crowdfunding, cybersecurity, e-commerce, financing of new technologies, gaming, information technology, new payment solutions, new technologies in searching for energy, public-private partnership projects (PPP), protection of privacy, research and development (R&D), and telecommunications.

The team will be led by Partners Anna Pompe — the co-head of the Wardynski & Partners intellectual property practice — and Krzysztof Wojdylo, a member of the firm’s regulatory and payment services practices. Other members of the team include tax adviser Joanna Prokurat and technology adviser Krzysztof Rutkowski.

“For us, new technologies are all about new legal challenges,” said Wojdylo. He added that “businesses in this sector have issues with the legal classification of innovative goods and services, as innovations develop more quickly than the legal system can regulate them. This creates demand for highly specialized legal services targeted to specific segments of the new technologies market. Lawyers advising in these areas must have a firm understanding of the nature of innovation as well as the particular industry.”

The Polish Supreme Court has ruled that rents collected in the course of bankruptcy proceedings by a bankruptcy receiver out of real property encumbered with a mortgage are part of a separate distribution plan, and thus may only be paid out to the creditors holding such mortgage.

The ruling was triggered by an appeal filed on behalf of an international commercial real estate financing bank against a refusal to award to the bank all the rents — approximately EUR 2 million — collected in the course of bankruptcy proceedings by the bankruptcy receiver out of two office buildings charged with the bank’s mortgages. 

Wolf Theiss represented the bank before the court. Previously the bank had been awarded EUR 20 million following a successful complaint filed by Wolf Theiss after taking over the matter from another (and unnamed) international law firm.

Wolf Theiss Counsel Daniel Klementewicz explained the significance of the decision: “The Supreme Court ruling is of great importance for the commercial real estate market in Poland as it ensures the fullest possible scope of a mortgage and a coherent practice of the bankruptcy courts and the receivers in Poland. Prior to the ruling, proceeds out of real property were usually distributed in a general division plan as they were treated as profits generated by the bankrupt’s enterprise.”

Greenberg Traurig has advised BNP Paribas Bank Polska and its French main shareholder, BNP Paribas, in the public offering of shares of BNP Paribas Poland listed on the Warsaw Stock Exchange.

The value of the offer was PLN 231.2 million (approximately EUR 55 million).

Citigroup Global Markets Limited and Dom Maklerski Banku Handlowego acted as global coordinators and BNP Paribas France acted as a joint bookrunner. In the transaction, 5,026,539 shares were offered and sold for a total value of PLN 231.2 million to retail and institutional investors in and outside of Poland, including outside of the United States pursuant to Regulation S.

According to Greenberg Traurig, the firm “provided comprehensive legal counsellng services to BNP Paribas Bank Polska and BNP Paribas France in connection with the preparation and implementation of the issue of BNP Paribas Bank Polska shares by the way of a public offer, participated in devising the structure of the deal and preparing the relevant documentation, including the prospectus.”

The Greenberg Traurig team was led by Warsaw Partner Ireneusz Matusielanski, with Partner Federico Salinas advising on U.S. law matters and issues relating to international market practice. The team also included Senior Associate Mateusz Chmielewski and Associates Adam Puchalski, Dorota Jenerowicz, Marek Kleczek and Piotr Platnerz. James Mountain, Partner in Greenberg Traurig’s London office, advised on English law matters.

Matusielanski claimed that “the structure of this transaction was quite interesting as it was preceded in 2013 by a share capital decrease effected through a reduction of the nominal value of the shares,” 

The global coordinators were represented by Allen & Overy. 

The Supreme Court of Poland has accepted for a hearing the cassation appeal in a civil rights case handled pro bono by lawyers at Wardynski & Partners.

In the case, Shaminder Puri, a member of the Sikh religion, claimed that being ordered to remove his turban during a 2010 airport inspection in Poland was degrading and a violation of his civil rights. According to Wardynski & Partners, “Puri does not oppose security controls as such, but alleges that removal of the turban is unnecessary for the inspection.” His claims have been rejected by courts twice, but his lawyers filed a cassation appeal with the Supreme Court of Poland, stressing the role of the civil courts in reviewing the proportionality of measures taken against individuals by the state authorities.

The case is being handled pro bono by Zuzanna Rudzinska-Bluszcz and Janusz Tomczak from the firm’s Dispute Resolution & Arbitration Practice. 

Greenberg Traurig has provided advice on Cyfrowy Polsat’s acquisition of Polkomtel, the operator of the “Plus” mobile network.

The transaction creates what Greenberg Traurig describes as “the largest media and telecommunication group in the region and one of the largest corporations in Poland.”

Greenberg Traurig advised Cyfrowy Polsat on all aspects of the transaction, starting from negotiating investment agreements with shareholders of Metelem (the parent entity of Polkomtel), including the European Bank for Reconstruction and Development. Based on the agreements Cyfrowy Polsat acquired shares in Metelem in exchange for its own new shares with a total issue price close to PLN 6.15 billion. Subsequently, Greenberg Traurig provided advice on the issue of the new shares and in negotiating an agreement with the minority shareholders of the company, as well as in drafting the prospectus for the purpose of having the new shares admitted to trading on the Warsaw Stock Exchange. The final workstream was to refinance the existing indebtedness of Cyfrowy Polsat. From a consortium of more than 20 financial institutions led by ING, PKO BP and Societe Generale, the Company raised new loans totaling PLN 3 billion, which enabled it to repay its existing term loan facility and Senior Secured Notes (totaling in excess of PLN 1.9 billion as at the end of 2013).

The advice provided by Greenberg Traurig also included changes in the debt structure of the Metelem group following its takeover by Cyfrowy Polsat, in respect of the intended repayment of the debt under the PIK Notes (more than USD 260 million).

“We are happy to have worked for our long-term client, assisting in the creation of Poland’s largest media and telecommunication group. Our involvement in the takeover of Polkomtel by Cyfrowy Polsat was a natural consequence of our participation in Polkomtel’s acquisition in 2011, which was Poland’s largest leveraged buyout transaction. We are even more pleased that after nearly ten months of efforts, consisting of a range of extremely complex M&A and financing components, the project has been closed in line with the timetable and to the satisfaction of the client’s business expectations” said Jaroslaw Grzesiak, Managing Partner of the Warsaw office of Greenberg Traurig, who led the team of Warsaw and London lawyers on the deal.

Legal issues related to the acquisition of Metelem and the issue of shares by Cyfrowy Polsat were coordinated by Partners Stephen Horvath, Rafal Sienski, and Pawel Piotrowski, and firm attorneys Paulina Kimla, Nicky Maan, Christopher Ives, and Mateusz Zalenski. Issues related to debt refinancing were coordinated by Partner Andrzej Wysokinski, with support from Partners Emma Menzies and Frank Adams, and attorneys Paulina Kimla, Magdalena Bachleda-Ksiedzularz, Gary Bellingham, and Godric Shoesmith.

Multimedia Polska announced on March 26, 2014 that it is seeking to sell 49.2% of its stake in its TV operations in an IPO scheduled for June, 2014. 

According to Bloomberg, Multimedia will return to public trading after its owners delisted it from the Warsaw Stock Exchange in 2011, taking advantage of low valuations and starting a search for an industry investor. 

UBS, Unicredit, and Raiffeisen are involved in the IPO offering and Chadbourne & Parke and Weil, Gotshal & Manges are the two law firms advising on the IPO. Neither of the two firms commented when contacted about their roles on the offering.

Eversheds has completed its international promotion round, announcing that 21 firm lawyers had been promoted to Partner worldwide — including new Polish Partners Gerald Karp and Pawel Lipski (whose promotions had previously been announced by CEE Legal Matters on March 25 and February 4).

According to Eversheds, the firm’s Company Commercial practice group promoted seven new Partners and two Counsel, while Litigation gained six partners and three Legal Directors. The Human Resources practice group saw six partner promotions, three Legal Directors and one Counsel, and Real Estate welcomed two new partners, one Legal Director, one Counsel and one Operations Director.

The firm reported that 48% of the promotions were made outside of London, with Partners being made up in Belgium, China, Germany, Hong Kong, Poland and Sweden.

At the same time the firm has also announced over 100 Associate promotions, with those promoted being made up to Principal Associates (33), Head of Eversheds Agile (1), Principal Operations Manager (1), Senior Associates (73) and Senior Operations Managers (2). The Associate promotions span across 19 of the firm’s offices, including Austria, Latvia, Lithuania, and Poland, along with France, Germany, Hong Kong, Jordan, Qatar, Singapore, Spain, and the United Arab Emirates.

Bryan Hughes, Chief Executive at Eversheds, said: “Over the last year, we have seen significant growth across our international operations, driven by the dedication and hard work of our people, including the talented individuals who have been promoted this year. The range of skill sets and experience of our new partners, directors and associates is wide ranging and is a great foundation to build upon for the future.”