Category: Poland

Clifford Chance, working with the Paris office of Herbert Smith Freehills, has advised Cellnex Telecom on its acquisition of the remaining 30% stake in Polish telecommunications infrastructure company OnTower from Iliad. Soltysinski Kawecki & Szlezak, working with Bredin Prat, reportedly advised the seller.

According to the company’s press statement, “Cellnex will now control 100% of [OnTower], the Group’s subsidiary in Poland. The transaction amount is circa EUR 510 million.”

OnTower was set up by Cellnex and Iliad in 2021 as part of Cellnex’s acquisition of a network of approximately 7,000 sites from mobile operator Play in Poland. OnTower Poland currently operates a total of 8,500 sites in Poland and plans to deploy up to 3,400 new sites by 2030, and has a 20-year service provision contract with Play, extendable for additional successive 10-year periods, the company announced.

Back in 2020, Clifford Chance and Soltysinski Kawecki & Szlezak had also advised on the initial acquisition of a 60% stake in the tower company for a reported EUR 800 million (as reported by CEE Legal Matters on November 2, 2020).

The Clifford Chance team included Counsel Krzysztof Hajdamowicz and Lawyer Marta Marzysz.

Wolf Theiss and Oziemska Gruner & Partners have advised Polish IT developer Touk on the transaction that led to approximately 65 of its engineers joining Snowflake’s developer team in Warsaw. Baker McKenzie advised Snowflake.

Snowflake is an American cloud-based data storage and analytics company. It opened its Warsaw office in early 2021.

“Our investment in TouK builds on our growing presence in Warsaw and allows us to further capitalize on the region’s talented software engineers,” Snowflake’s press statement announced. “This latest acquisition will bring the total number of employees at the Snowflake Warsaw office to more than 300, the majority of which are engineers […] The new hires will work on tools and technologies that further improve the Snowflake experience for data scientists and data engineers, as well as for developers building native apps or using Streamlit as part of the Snowflake Native Applications framework.”

The Wolf Theiss team was led by Partner Anna Tomowicz and included Counsel Dariusz Harbaty.

The Oziemska Gruner & Partners team included Partner Anna Oziemska and Associate Wiktor Kuklinski.

The Baker McKenzie team included Warsaw-based Partner Tomasz Krzyzowski, Counsel Radzym Wojcik, and Senior Associate Magdalena Chochowska, as well as Palo Alto-based Partner Lawrence Lee and Associates Mallory Craig-Karim and Nicolas Woo.

BSJP | Bnt has advised Ericsson on its acquisition of two public contracts from PGE for the LTE450 power network.

According to BSJP | Bnt, “Ericsson has been awarded two key public procurement contracts by PGE for the construction of the LTE450 communications network for the energy sector in Poland. The contracts referred to the implementation of production and test environment – the CORE network and RAN radio network components within the scope of the construction of the LTE450 mobile broadband communications network for the modernization of the mission-critical energy infrastructure in Poland.”

The BSJP | Bnt team included Partners Jaroslaw Sroka and Grzegorz Wasiewski and Junior Associates Adam Jezewski and Michal Rusin.

BSJP | Bnt did not respond to our inquiry on the matter.

Dentons has advised AP Pension on the financing of Better Energy’s portfolio of five solar parks across Poland with a combined annual production capacity of 237 megawatts. 

AP Pension is one of Denmark’s largest pension funds. Better Energy is a renewable energy company.

According to Dentons, “the EUR 65 million loan will fund one of the largest investments in green energy in Poland.”

The solar parks in Polanow, Postomino, Nidzica, Helenowo, and Krapkowice are complete, with the majority grid-connected. According to Dentons, “the expected annual production capacity from the parks has the potential to generate enough electricity for 120,000 Polish households while reducing emissions by 186,000 tons of CO2.”

The Dentons team included Partner Piotr Nerwinski, Managing Counsel Zbigniew Stasiak, and Associate Katarzyna Kaptur.

Dentons did not respond to our inquiry on the matter.

Editor’s Note: After this article was published, SSW Pragmatic Solutions announced it had advised Better Energy Impact International on the deal. The firm’s team included Partners Ilona Fedurek and Grzegorz Filipowicz, Senior Managing Associate Pawel Michalek, Senior Associate Julia Wysocka, and Associate Filip Grabowski.

Gessel has advised Lux Med Group on investment in the Orthos hospital and clinic.

The Lux Med Group operates in the private healthcare services sector in Poland and is a part of the international Bupa Group, which operates as an insurer and provider of medical services worldwide.

Orthos is a hospital located in Komorowice near Wroclaw, providing a range of diagnostic, therapeutic, and rehabilitation services. The hospital performs procedures in various fields, including orthopedics and traumatology of the musculoskeletal system, plastic surgery, general and oncologic surgery, gynecology, otolaryngology, and neurosurgery.

Gessel previously advised the Lux Med Group acquisition of Mediss dental clinic (as reported by CEE Legal Matters on October 20, 2022), investment in Swissmed Centrum Zdrowia (as reported by CEE Legal Matters on July 14, 2021), acquisition of the Hifu Clinic (as reported by CEE Legal Matters on July 2, 2021), and acquisition of the Optimum Head and Neck Clinic (as reported by CEE Legal Matters on December 16, 2019).

The Gessel team included Managing Partner Marcin Macieszczak, Managing Associates Michal Boryczka and Krzysztof Jasinski, Senior Associates Emilia Szkiela and Dominika Lara, and Associates Erazm Dutkiewicz and Marcin Walczak.

Gessel did not respond to our inquiry on the matter.

MJH Moskwa, Jarmul, Haladyj i Partnerzy has advised TEP Capital on its acquisition of Domczar Group.

Domczar is a European manufacturer of prefabricated bathrooms, whose customers include developers and general contractors operating in various segments, including residential, PRS, hospitality, private dormitories, and others.

TEP Capital is a Polish private equity fund.

The MJH team included Partner Lukasz Blazejczyk, Senior Counsel Wojciech Grabowski, and Associate Jakub Lukomski.

MJH did not respond to our inquiry on the matter.

With the new EU-US Data Privacy Framework in place, personal data may again be transferred from the EU to any US-based commercial organization participating in the Framework free of further restrictions or authorizations.

On July 10, 2023 the European Commission (EC) adopted its adequacy decision for the EU-US Data Privacy Framework (DPF) (see EC’s press release, adequacy decision). According to the Commission, this Framework shall protect data subjects and provide legal certainty for companies.

The decision

Data exporters may rely on the new adequacy decision when transmitting data to US companies, once the US companies have enrolled in the Framework, without having to put in place additional safeguards (as previously required by the CJEU, see our Client Alert here). Similar to the late EU-US Privacy Shield, the list of participating companies is maintained and made publicly available by the U.S. Department of Commerce (list).

The level of data protection shall be ensured by a new set of binding safeguards introduced by the DPF and changes made in US intelligence services reflecting the CJEU’s concerns. These measures include new internal rules for US agencies as well as complaint and oversight procedures for EU data subjects. Data subjects will have access to the “Data Protection Review Court” (DPRC) free of charge. This court can order the deletion of personal data collected in violation of the principle of necessity or proportionality. In order to provide effective protection, data subjects need not prove that US agencies have accessed their data.

The next steps for EU and US companies

Starting on July 11, 2023 companies subject to the GDPR may rely on the DPF as a transfer tool for transmitting data to US companies participating in the Framework.
US companies must join the EU-U.S. Data Privacy Framework by committing to comply with a detailed set of privacy obligations, in order to benefit from the adequacy decision
EU companies must review whether their US data importers are already enrolled in the Framework
Upon the change to the new transfer tool, relevant privacy documentation must be updated (privacy notices, registers of processing activities, data processing agreements, …)

Insights for current transfers

The adequacy decision relies materially on Executive Order 14086, titled ‘Enhancing Safeguards for US Signals Intelligence Activities’ (EO 14086) and issued by US President Joe Biden on October 7, 2022 (see I.(6) of the decision). Based on the EC’s assessment, companies that have already incorporated Standard Contractual Clauses (SCCs) and conducted Transfer Impact Assessments while considering this Executive Order, may justifiably argue that the SCCs already provide appropriate safeguards. Furthermore, companies may contend that the need for “additional measures”, as initially required by the CJEU, is no longer applicable for transfers to the US after the issuance of the new Executive Order.

Likewise, the safeguards introduced by the US will continue to facilitate data transfers using other transfer tools (e.g. SCCs or binding corporate rules).

Dead on arrival?

Data privacy activists continue to note their scepticism and may again challenge the decision before the European Courts. Didier Reynders, Commissioner of the EC, confirmed that he is confident that the new systems adhere to the two principles required by the CJEUs case law, namely the necessity and proportionality of data access. He notes that the GDPR requires an adequate but not an identical level of protection. Therefore, even while some aspects between EU and US privacy law may differ, the overall protection provided in the US is sufficient. He further highlighted that the EC will monitor the implementation of the new measures introduced in the US. The first review shall take place within a year.

Nonetheless, in case such challenges by data privacy activists are successful, the adequacy decision may once again be short-lived. Therefore, companies may seek to still implement back-up and exit-strategies for alternative transfer mechanisms (e.g. Standard Contractual Clauses and Transfer Impact Assessments).

By Roland Marko and Johannes Sekanina, Associate, Wolf Theiss

On July 5, 2023, Wardynski & Partners announced it had appointed Partner Michal Wons to coordinate the work of the firm’s M&A team and develop the practice alongside Partners Konrad Grotowski, Kinga Ziemnicka, Jakub Lerner, Adam Pawlisz, and Lukasz Sliwinski.

On the same day, a team of 27 Corporate/M&A lawyers led by Partners Izabela Zielinska-Barlozek, Anna Dabrowska, and Krzysztof Libiszewski had left Wardynski & Partners to join Wolf Theiss (as reported by CEE Legal Matters on July 7, 2023).

Wons will Head Wardynski & Partners’ M&A practice going forward and is also a Co-Head of the firm’s Real Estate practice. He joined the Wardynski team shortly after graduating, starting in 2006 and working his way up in a career spanning 17 years. 

In addition to his M&A responsibilities, Grotowski is also in charge of the Wardynski & Partners Restructuring and Bankruptcy practice. He joined the firm in 2000, after having worked with Allen & Overy’s M&A team for a year and a half. He was also a Lawyer with the Polish Securities and Exchange Commission between 1998 and 1999.

Specializing in Corporate/M&A, Ziemnicka also heads the firm’s Corporate practice and its Corporate Accounting practice. She joined Wardynski & Partners in 2008 and made Partner in 2021. Before that, she spent eight years in-house as a Legal Advisor to Bakoma. 

Lerner handles M&A, private equity, capital markets, and commercial transactions.  He joined Wardynski & Partners as a Partner in 2022. Before that, he spent almost six years with Noerr as a Local Partner and five more with CMS as a Senior Associate, between 2011 and 2016. Earlier he spent six years as an Associate with K&L Gates in Warsaw and another two-and-a-half with Weil Gotshal & Manges in New York. 

Specializing in M&A, private equity, and corporate law, Pawlisz also works on restructuring and financing matters. He joined Wardynski & Partners in 2021 as a Senior Associate, made Counsel in 2022, and was appointed a Partner in June 2023. Before that, he spent two years as a Senior Associate with SSW, and five more with DZP, starting as a Junior Associate in 2014 and leaving the firm as a Senior Associate in 2018.

Sliwinski focuses on corporate law, advising on the establishment and day-to-day legal affairs of companies, as well as transactions, restructuring, and liquidation. He joined Wardynski & Partners in 2005 and was recently appointed a Partner in June 2023. Before joining his current team, he spent almost two years in-house with Syrena Hotels as a Junior Lawyer.

“In recent years we have been joined by many lawyers who are devoting their knowledge and experience to developing new specializations. The group of Equity and Salaried Partners has expanded significantly, and this is reflected in the structure and composition of our teams. We will continue this process,” Founding Partner Tomasz Wardynski commented on the firm’s organizational changes. “High qualifications and skills, creativity, and first and foremost professional ethics constitute the foundation of our clients’ trust. Neither technology nor politics will alter these principles at our firm.”

“We have parted ways with three Equity Partners and several of the Salaried Partners and other lawyers who have worked alongside them,” Wardynski said of the recent departures. “We thank them for their many years of cooperation, particularly those who have been trained and brought up within the firm. We wish them well.”

Weronika Achramowicz, Marcin Chylinski, and Lukasz Hejmej have been elected as the new Managing Partners of Baker McKenzie’s Warsaw office, taking over from Piotr Rawski who will be returning to practice at the end of his term. 

Achramowicz co-leads the M&A and Commercial Law practice at Baker McKenzie. She has been with the firm for 18 years, joining in 2005 as an M&A Lawyer and becoming a practice Co-Head in 2019. 

Chylinski is the Head of the Equity Capital Markets practice and is, according to the firm, a “highly-experienced practitioner on ECM and M&A transactions.” He’s been a Partner at Baker McKenzie since 2022 when he joined the team by moving from Rymarz Zdort (as reported by CEE Legal Matters on May 20, 2022). He had joined his previous firm back when it was still the Warsaw office of Weil, Gosthal & Manges, spending more than 20 years there, 13 of which as a Partner. 

Lukasz Hejmej Heads the Litigation, Arbitration & Dispute Resolution practice of Baker McKenzie’s Warsaw office. He focuses on financial institutions’ liability, securities, and shareholder litigation.

According to Baker McKenzie, Rawski’s return to practice will combine local and international responsibilities. “Piotr has also been elected Chair of the firm’s global Policy Committee, a body bringing together Managing Partners from all Baker McKenzie offices. He is the first Pole ever to hold this position.”

“This is not only a great moment for me personally, but also one for our firm,” Rawski commented. “After two terms, it is a huge honor for me to hand over the management of our office to Lukasz Hejmej, Weronika Achramowicz, and Marcin Chylinski, who were unanimously elected as Managing Partners of Baker McKenzie in Warsaw. This is a true generational change, a bold and conscious move, with our focus firmly on the future. Thank you and hearty congratulations to all three!”

Rymarz Zdort Maruta, working with Moncey Avocats, has advised the Market Pay Group and its private equity backer AnaCap on the acquisition of Polish financial technology company Novelpay, including its PAX France Novelpay subsidiary.

Market Pay is a French fintech company providing retailers and e-merchants with an omnichannel international payment platform. It was created within the Carrefour ecosystem in 2016. AnaCap joined the company through a 60% buyout in 2021. 

AnaCap is a London-based PE outfit investing in software, technology, and services companies within the European financial ecosystem.

According to the firm, Novelpay is “one of Europe’s fastest-growing independent software vertical providers for PAX payment terminals, with its products and services deployed to banks/acquirers, processors, and VAS providers in 14 European countries.”

“This transaction is the third bolt-on acquisition for Market Pay in less than two years and gives further momentum for its intention to become the leading pan-European integrated payments platform,” AnaCap Co-Managing Partner Nassim Cherchali commented. “These carefully targeted acquisitions demonstrate Market Pay’s ability to successfully execute its ambitious growth development plan, supported by AnaCap alongside the existing entrepreneurial management team.”

“This acquisition provides the opportunity to expand Market Pay’s suite of innovative payments software solutions as well as additional value-added services through a seamless in-store experience,” AnaCap Investment Director Alberto Sainaghi added.

The Rymarz Zdort Maruta team included Partners Marek Kanczew, Jakub Zagrajek, and Bartosz Romanowski, Counsel Piotr Zawacki, and Associates Filip Goledzinowski and Anna Wadolowska-Widurek.

The firm could not provide further information on the deal.