Category: Poland

  • C&G Advises Kompania Gornicza on Grant Agreement with Washington University

    Czabanski & Galuszynski has advised Kompania Gornicza on a grant agreement with St. Louis-based Washington University.

    According to C&G, the grant provides “funding in the amount of several million dollars for cutting-edge research on gene therapy for CRX-linked dominant retinopathies. That research is led by world-renowned expert Shiming Chen, PhD, a professor of Ophthalmology & Visual Sciences at Washington University School of Medicine in St. Louis.”

    The C&G team included Partner Piotr Galuszynski, Attorney at Law Urszula Rachwol, and Intern Iga Karasinska.

    C&G did not respond to our inquiry on the matter.

  • Gessel Advises eFaktor on Investment from ACP

    Gessel has advised eFaktor on a mezzanine investment from ACP.

    eFaktor is a factoring company.

    ACP has been operating in Central and Eastern Europe since 2000 through its offices in Vienna, Warsaw, Bucharest, Budapest, and Prague. To date, the group has raised commitments of more than EUR 1.1 billion in five dedicated growth capital funds. 

    According to Gessel, “the investment package includes a combination of both equity and loan financing, marking a strategic milestone for eFaktor’s growth and development ambitions.”

    The Gessel team included Partners Malgorzata Badowska, Karol Sokol, and Dominika Ramirez-Wolkiewicz, Of Counsel Inarda Bielinska, Counsel Klaudia Krawiec-Guz, Managing Associates Michal Osowski and Karolina Krzal, Senior Associates Marcin Iwaniak, Damian Bednarczyk, Natalia Lesna, Pawel Kosmal, and Michal Bragiel, Associate Urszula Stachura, and Junior Associates Zuzanna Sojka and Jakub Dolhun.

    Gessel did not respond to our inquiry on the matter.

    Editor’s Note: After this article was published, Norton Rose Fulbright informed CEE Legal Matters that it advised AMC V SCA SICAV RAIF, part of Accession Capital Partners, on mezzanine financing granted to eFaktor. The Norton Rose team included Partners Grzegorz Dyczkowski and Agnieszka Braciszewska, Counsels Jacek Smardzewski and Artur Jonczyk, Associates Karolina Lepakiewicz, Michal Rutkowski, Jan Nowjalis, and Damian Pawlak, Lawyer Dominika Wojtkowska, Legal Consultant Piotr Milczarek.

  • Noerr Warsaw Office Too Becomes Independent Firm

    Noerr has announced that its Warsaw office has become independent as of today, June 28, 2024, with former Associated Partner Karol Kicun to lead the new firm.

    The announcement follows Noerr’s announcement in April that its Czech, Hungarian, Romanian, and Slovak offices will be transferred to Kinstellar (as reported by CEE Legal Matters on April 3, 2024). At the time, the Polish office was not included in the announcement but, when asked if the office there is staying with the regional firm, a Noerr spokesperson told CEE Legal Matters: “We are exploring other options for our Warsaw office.”

    The Warsaw team was the last Noerr office in CEE with Noerr Co-Managing Partner Alexander Ritvay commenting in April: “As part of our regular review of the firm’s positioning, we have concluded that forming a strategic partnership in the Central and Eastern European markets is the best approach for enhancing the quality of our advisory services moving forward.”

    Since the original news, the Noerr Budapest office announced in May that it would continue as an independent firm from June 1, 2024, and ultimately joined WTS Legal Hungary (as reported by CEE Legal Matters earlier today). 

  • Amendments to the Real Estate Tax Legislation: Significant Changes for Businesses Planned as of 2025

    On 17 June 2024 the Ministry of Finance published a draft law amending the Polish real estate tax (RET) regulations. The amendment is primarily aimed at adjusting Polish RET regulations to last year’s verdicts of the Constitutional Tribunal (ref. SK 14/21 and SK 23/19) questioning the constitutionality of the existing regulations and repealing them with effect from the beginning of 2025. However, the proposed changes may also significantly affect the RET burden for entities from a wide range of business industries.

    The draft law is currently in the public consultation phase, which will last until 8 July 2024, so the wording of the provisions of the draft under review may still change.

    The most important changes include:

    1) introduction of a new definition of a structure, according to which structures are:

    • the facilities listed in (new) Annex 4 to the RET Act, as well as installations and devices, provided that they constitute, together with such a facility, a technical and functional entirety,
    • building parts of devices which do not form part of the structures referred to in point a,
    • the building parts of wind and nuclear power plants,
    • foundations for machinery and devices, technically separate from such machinery and devices,
    • connectors to building facilities
      – made with use of construction products.

    It is worth mentioning that the cited definition does not include the building parts of photovoltaic power plants.

    2) introduction of a catalogue of structures taxed with RET in the annex 4 to the RET Act. The annex lists as structures, among others: containers in the form of silos and other containers intended for the storage of loose, liquid or gaseous materials, container facilities permanently attached to the ground, water pipes, gas pipes, heat pipes and pipelines, power grids, utility networks, power lines and tractions, free-standing technical facilities permanently attached to the ground, underground or above-ground cable ducts and conduits, with the exception of cables installed therein, and other conduits whose characteristic parameter is their length.

    3) reinstatement of the “technical-functional entirety” concept. As follows from the aforementioned definition of a structure, installations and devices constituting, with the structures listed in the new annex 4 to the RET Act, a technical and functional entirety are also to be subject to RET taxation. The draft regulation introduces a definition of the technical and functional entirety as “a set of elements that are necessary for the realization of a specific economic purpose, interconnected in such a way that none of them can realize that purpose independently, and the absence of any of these elements makes its realization impossible”. The explanatory memorandum to the draft regulation explicitly refers in this context to “transformers, switchgear equipment and battery banks, which may constitute a technical-functional entirety together with the electricity network fulfilling a specific purpose, such as, inter alia, the transmission of energy”.

    4) introduction of a definition of “permanent attachment to the ground”, i.e., the attachment of a building facility to the ground which ensures its stability and ability to withstand external factors likely to damage it, cause it to move or displace it.

    5) introduction of an amended definition of a building: “a facility, including installations ensuring use of the facility for its intended purpose, made with the use of construction products, which is permanently attached to the ground, separated from the space by building partitions and has foundations and a roof, also in the case where it is part of a structure listed in items 1-6 of Annex 4 to the Act”.

    6) taxation at a reduced RET rate (intended for residential properties) of multi-space garages in residential buildings.

    In our opinion, the proposed changes – contrary to earlier announcements made by representatives of the Ministry of Finance (moreover, repeated in the explanatory memorandum to the draft regulation) – will not result in the maintenance of the status quo. On the contrary, the planned amendment to the RET regulations, if adopted, may lead to a significant increase in the RET burden on the part of certain entrepreneurs, including those from both conventional and renewable energy sector. Moreover, although the Constitutional Tribunal has repeatedly emphasized that the RET regulations are unclear and raise several doubts (unequivocally and repeatedly pointing to the urgent need to simplify the rules of RET taxation), the currently proposed amendment does not eliminate these ambiguities or doubts but further multiplies them. Hence, if the proposed amendments enter into force in their current form, further disputes with the tax authorities in this respect are to be expected.

    As a general rule, the amended provisions should enter into force on 1 January 2025. We will continuously monitor the progress of work in this regard and submit proposals for changes counteracting the increase in tax risks and tax burden for entrepreneurs.

    Taking into account the potential timing of the work on the draft regulation (including at the parliamentary stage), its final shape should be known at the earliest around September 2024, and thus, taxpayers will be left with little time to prepare for the new reality and assess to what extent these changes will affect the current RET settlements.

    Thus, we suggest already at this stage to identify the most important changes that may affect your business, estimate their impact on your RET accounts and closely follow the legislative works in this area. It is also worth reviewing the individual tax rulings obtained so far and assessing whether they will continue to protect against RET risks once the planned changes come into force.

    By Cezary Przygodzki and Dariusz Stolarek, Partners, Marcin Czajkowski, Counsel, and Lukasz Kopec, Associate, Dentons

  • Gide Advises KGHM Polska Miedz on PLN 4 Billion Bond Program Establishment and First Issuance

    Gide has advised KGHM Polska Miedz on establishing a PLN 4 billion bond program and the corresponding first issuance of seven-year bonds worth PLN 1 billion to qualified investors.

    Bank Pekao, PKO BP, and Santander Bank Polska acted as arrangers and dealers.

    The bonds will be introduced to the Warsaw Stock Exchange’s alternative trading system Catalyst.

    The Gide team included Partner Dariusz Tokarczuk, Counsels Dawid Van Kedzierski and Marta Karminska, Associate Dominik Figura, and Paralegal Jan Bak.

  • White & Case Advises Joint Bookrunners on PKO Bank Polski’s EUR 500 Million Notes Issuance

    White & Case has advised global coordinator and joint bookrunner Erste Group Bank and joint bookrunners BNP Paribas, J.P. Morgan, Powszechna Kasa Oszczednosci Bank Polski, and UniCredit Bank on PKO Bank Polski’s issuance of series 3 EUR 500 million 4.5% senior non-preferred notes due 2029. A&O Shearman reportedly advised PKO Bank Polski.

    According to White & Case, “the notes issuance was carried out under PKO Bank Polski’s EUR 4 billion medium-term note program, which was updated in March 2024. The notes are listed on the Luxembourg Stock Exchange and will be listed on the Warsaw Stock Exchange.”

    Earlier this year, White & Case advised joint bookrunners on PKO Bank Polski’s EUR 500 million issuance (as reported by CEE Legal Matters on April 10, 2024).

    The White & Case team included Warsaw-based Partner Marcin Studniarek, Local Partner Bartosz Smardzewski, and Associate Michal Truszczynski, and London-based Partner Neha Saran.

  • Clifford Chance Advises Ipopema on Echo’s PLN 100 Million Bonds Issuance

    Clifford Chance has advised Ipopema as the offering agent on Echo’s PLN 100 million bond issuance.

    According to Clifford Chance, the five-year unsecured bonds will be introduced to trading in the alternative trading system operated by the Warsaw Stock Exchange.

    In 2023, Clifford Chance advised Ipopema Securities on the PLN 140 million bond issuance by Echo Investment (as reported by CEE Legal Matters June 15, 2023), as well as on the establishment of Echo Investment’s bond program and a PLN 180 million issuance (as reported by CEE Legal Matters on January 5, 2023). In 2020, the firm also advised mBank on Echo Investment’s PLN 150 million bond issuance (as reported by CEE Legal Matters on July 13, 2020).

    The Clifford Chance team included Partner Milosz Golab, Counsel Aleksandra Rudzinska, and Associates Krzysztof Burda and Oskar Ratajczak.

  • C&G Advises Green Capital on Pekao Loan

    Czabanski & Galuszynski has advised Green Capital on a loan agreement with Bank Polska Kasa Opieki. Soltysinski Kawecki & Szlezak reportedly advised Bank Polska Kasa Opieki.

    According to C&G, the financing will support Green Capital’s photovoltaic investment projects.

    The C&G team included Counsel Urszula Rachwol and Associate Katarzyna Pasek.

  • Hogan Lovells, Dentons, and Sadkowski i Wspolnicy Advise on Patrizia’s Sale of AN69 Office Building

    Hogan Lovells and Dentons have advised Patrizia on the sale of the AN69 building, also known as Metron or BTC Office Center, to Alides Polska and AYA Properties Fund. Sadkowski i Wspolnicy advised the buyers.

    Alides Polska is a subsidiary of the Belgian international property development and investment company Alides REIM.

    AYA Properties Fund is a real estate investment fund focused on the CEE market.

    According to Hogan Lovells, “located in Mokotow district at 69 Niepodleglosci Avenue, AN69 is a nine-story modern building with a leasable area of more than 9,700 square meters of office space, as well as 131 above-ground and 28 underground parking spaces.”

    The Hogan Lovells team included Partner Andrzej Debiec and Counsel Zbigniew Marczyk.

    The Dentons team included Poland Co-Managing Partner Bartlomiej Kordeczka, Counsel Arkadiusz Debski, and Associate Alicja Grabowska.

    The Sadkowski i Wspolnicy team included Managing Associate Anna Kuleszynska, Senior Associate Jacek Ziembinski, Attorney at Law Patrycja Wieczorek, Lawyer Mateusz Krawczynski, and Trainees Barbara Hornowska and Jakub Augustyn.

  • Monika Szczotkowska Joins SSW Pragmatic Solutions as Partner

    Former CMS Counsel Monika Szczotkowska has joined SSW Pragmatic Solutions as Partner alongside team members Associates Damian Gierasimczuk, Maksymilian Smyklinski, and Aleksandra Krol, Paralegal Milosz Zolich, and Legal Assistant Weronika Noweta.

    Szczotkowska specializes in M&A. Prior to joining SSW, she spent four years with CMS. Earlier, she spent nine months with Bird & Bird as an Associate, three and a half years as an Associate with Weil, Gotshal & Manges, and eight months as an Associate with Olesinski & Wspolnicy.

    “Thanks to the joining of a new team under Monica’s leadership, SSW is gaining additional momentum to perform the most complex of transactional projects,” said Managing Partner Piotr Spaczynski. “Each member of the team brings valuable experience and skills that will support the growth of SSW and our clients.”