Category: Poland

Dentons has advised the Steag Group on its sale of SFW Energia to the Remondis Group. SSW Pragmatic Solutions reportedly advised Remondis.

SFW Energia, a Polish energy provider operating district heating, cooling, and power generation plants, is owned by Iqony, a full subsidiary of German utility company Steag. 

The Remondis Group is a waste processing and recycling company.

According to Dentons, “the deal covered companies controlling power generation plants in more than a dozen locations in Poland, including Gliwice, Gorlice, Ilawa, Mielec, Zdunska Wola, and Zory. The acquisition received merger control clearance.”

The Dentons team included Partner Marcel Kasperkiewicz, Counsels Michal Motylewski and Katarzyna Marczuk-Pienkowska, Senior Associate Katarzyna Mazur, and Associates Justyna Obniska, Beata Blaz, Witold Szpek, Anna Czebocko, and Kamil Igielski.

Editor’s Note: After this article was published, SSW Pragmatic Solutions confirmed it had advised Remondis on the deal. The firm’s team included Partners Grzegorz Filipowicz, Anita Palukiewicz, Tomasz Wickel, Andrzej Wloch, Marcin Cetnarowicz, Katarzyna Szczudlik, and Jakub Kubalski, Senior Managing Associate Hubert Binkiewicz, and Associates Aleksander Nicalek and Edyta Mastalerek.

Gessel has advised hospitality meat product supplier Ladros and its shareholders on securing Chefs Culinar as a strategic investor.

The transaction remains contingent on regulatory approval.

Established in 2009, Ladros is a Polish family company that specializes in meat product supply services for the hospitality and food service sectors. The company operates a cutting and confectioning plant in Luszczow Drugi, near Lublin.

Chefs Culinar is an international company with German roots that operates in the food service market.

The Gessel team included Partner Maciej Kozuchowski, Senior Associates Diana Strzalkowska and Katarzyna Olszak, and Associate Karolina Sobola.

Gessel did not reply to our inquiry on the matter.

Editor’s Note: After this article was published, Sobczynscy i Partnerzy announced it had advised Chefs Culinar on its acquisition of a majority stake in Ladros. The firm’s team was led by Managing Partner Michal Sobczynski and Partner Orest Ochocki.

The transaction closed on February 20, 2024.

Starting on 22 May 2023, it will be possible to establish and register family foundations in Poland. The Polish legal system will thus be expanded by a new institution that allows assets to be accumulated and managed, and profits to be distributed to beneficiaries. The legislature wished to provide the means for family-owned businesses and their owners to engage in intergenerational wealth management and to grow their wealth over time while protecting it from dispersal to unrelated entities and persons. Hence, family foundations may serve as a means to retain and multiply a family’s wealth, independent of inheritance law.

The founder (i.e. the entity establishing the foundation) can only be a natural person with full capacity to engage in legal acts, who makes a declaration on the establishment of a family foundation in a founding deed or in their will. The law allows for several individuals to act as the founders, provided that the foundation is not established through a will. Before a family foundation is duly constituted, a declaration on the establishment of a foundation must be made, its statutes and a list of assets must be drawn up, members of its bodies appointed, and the founding funds contributed. Finally, the foundation must be entered in the register of family foundations.

Assets and activities
Founders must equip a family foundation with assets equal to no less than PLN 100,000 (approx. EUR 22,000), while the foundation itself may only engage in those activities permitted by law and the statute, these being, among others: disposal of assets, rental, leasing; acceding to commercial law companies, investment funds, cooperatives and entities of a similar nature with their registered seat in Poland or abroad, and participating in such companies, funds and cooperatives; acquiring and disposing of securities, derivatives and other rights of a similar nature; making loans to certain entities specified by law; and trade in foreign currency belonging to the family foundation in order to make payments related to the foundation’s activities.

A family foundation’s bodies are the management board (responsible for managing the foundation’s affairs and representing it to third parties), the supervisory board (responsible for supervising the management board’s compliance with the law and the foundation’s statutes), and the beneficiaries’ assembly (responsible for approving the foundation’s financial statements and making decisions regarding the financial results it achieves).

Beneficiaries and tax incentives
Only natural persons and non-governmental organisations can be the beneficiaries of a family foundation (i.e. entities that receive financial distributions from the foundation). Note that beneficiaries do not have to be family members, and the founders themselves can also be beneficiaries. The allocation of distributions can be made subject to conditions or time restrictions.

The legislature also chose to introduce a number of tax incentives, including a favourable subjective exemption from corporate income tax in respect of specified economic activities, delaying income tax on permitted activities until the payment of distributions to beneficiaries, and the exemption of beneficiaries from income tax on the distributions they receive if they are members of the so-called Group 0 for estate and gift tax. Overall, this could result in family foundations becoming an attractive vehicle for growing family wealth in a tax-neutral manner.

By Krzysztof Wawrzyniak, Senior Attorney at Law, Schoenherr

Rymarz Zdort Maruta has advised the Unilink Group and Enterprise Investors on their sale of the Unilink Group to Acrisure.

The transaction remains contingent on regulatory approval.

Founded in 2002, Unilink is a CEE insurance distribution platform present in Poland as well as Bulgaria, the Czech Republic, Moldova, Romania, and Slovakia.

Acrisure is a US-based financial technology company that provides a range of products, including insurance, reinsurance, and cyber services.

The Rymarz Zdort Maruta team included Partner Pawel Zdort, Senior Associates Malgorzata Derus and Tomasz Kordala, and Associates Patrycja Gliwka, Szymon Rutecki, and Jakub Wilk.

Rymarz Zdort Maruta did not reply to our inquiry on the matter.

WKB Lawyers has advised the KGAL ESPF 5 Holding on establishing its cooperation with Lasuno to develop renewable energy projects in Poland. BNT Attorneys advised Lasuno.

“The joint venture partners will develop renewable energy projects, including photovoltaic farms with a capacity exceeding 200 megawatts-peak,” WKB informed.

KGAL is an investment and asset manager, focusing on real estate, sustainable infrastructure, and aviation. Lasuno is a Polish project developer.

“KGAL has been active in Poland since 2019 because of the attractive framework conditions for renewable energy,” KGAL Investment Management Managing Director Michael Ebner commented. “First, the potential returns in Poland are above average, and second, we can achieve a particularly large impact with our solar and wind power plants by replacing greenhouse gas emission-intensive electricity generation.”

The WKB team included Partners Marta Midloch and Jakub Jedrzejak, Counsel Krzysztof Sikorski, and Attorney-at-Law Malgorzata Studniarek.

The BNT team was led by Partner Dominik Soltysiak and included Senior Associate Paulina Mielczarek and Associate Justyna Baszczeska.

Gide Warsaw has advised B&B Hotels Polska on the facility lease agreement with Aviato and Harvent Capital for the B&B Hotel Kielce Centrum. JDP Drapala & Partners reportedly advised the lessors.

“B&B Hotels Polska is opening the chain’s eleventh hotel in Poland,” Gide informed. “The newly opened B&B Hotel Kielce Centrum, in addition to its great location, offers 114 comfortable and modern rooms, a car park for guests, and two conference rooms.”

B&B Hotels operates hotel chains in Europe. It operates more than 700 hotels in 15 European countries and Brazil.

The Gide team was led by Partner Blazej Czwarnok and included Lawyers Agnieszka Dabrowska, Aleksandra Kobylinska, and Agnieszka Myszor.

Partner Agnieszka Kulinska has been appointed the new Head of the Energy and Natural Resources practice in Dentons’ Warsaw office, taking over from Managing Partner Arkadiusz Krasnodebski. Warsaw and Munich-based Partner Christian Schnell will Co-Head the firm’s Europe Energy practice group alongside Berlin-based Partner Tim Heitling.

According to Dentons, Kulinska, who has been with the firm since 2010, previously headed the Renewable Energy team operating within the Energy and Natural Resources practice. Before Dentons, she spent almost a year as an Associate with Dentons legacy firm Salans D. Oleszczuk and, earlier, four and a half years with Wardynski & Partners.

Schnell, an Energy transactional Partner, has been with Dentons since early 2022. Before, he spent eight years with Solivan and, earlier, two years with DeBenedetti Majewski Szczesniak. Earlier still, Schnell spent two years with Taylor Wessing and an additional two with Cerha Hempel (then known as CHSH). Before that, he spent three years with BSJP Brockhuis Schnell Jurczak Prusak after beginning his career with Roedl & Partner in 1998, where he stayed for three years.

Berlin-based Heitling, a Corporate and M&A expert, has been with Dentons since 2020. 

“The energy transition is accelerating and the share of electricity from renewable energy sources in the energy mix is increasing,” Kulinska commented. “The direction of these changes is reflected in the new management and structure of our team. For several years, we have consistently invested in competence development and acquired experts and clients from the RES market, but we also continue to have a pool of experts from the conventional energy sector.”

“The Energy and Natural Resources team is one of the driving forces and pillars of our law firm,” Poland Co-Managing Partners Anna Pukszto and Bartlomiej Kordeczka added. “Agnieszka’s appointment marks a new stage of her career, and we are sure that she is perfectly prepared for the challenges ahead. We sincerely congratulate her on her promotion.”

According to Dentons, Schnell and Heitling, the new Europe Energy practice group Co-Heads, will “be responsible for driving the firm’s strategy, product offering, and capabilities for clients in the energy sector across 18 countries in Europe and Central Asia.”

“We want to play a key role in supporting our clients in all important segments of the energy sector across Europe, with new opportunities and investments as the energy transition accelerates,” Schnell commented.

“Given the increased focus on the energy transition across the continent, we are seeing growing demand for quality around the grow, finance, operate, and protect needs of our energy sector clients,” Dentons Europe CEO Tomasz Dabrowski said. “I am confident that, under Tim and Christian’s leadership, Dentons will continue to be the law firm of choice for the energy sector in Europe.”

CDZ Chajec & Partners has advised Samito on the sale of its e-commerce optimization organized business part to the Wirtualna Polska Group. Brzozowska & Barwinska reportedly advised Wirtualna Polska.

Samito is a platform offering marketing automation solutions. According to CDZ, the “organized part of its business” that was sold comprised “functionalities for automatic optimization and increasing e-commerce conversions. As a result of the transaction, the WP team was extended by over a dozen e-commerce optimization experts from Samito.”

The Wirtualna Polska Group is a Poland-based technology, publishing, broadcasting, and e-commerce holding.

The CDZ Chajec & Partners team included Attorneys at Law Eliza Szulc-Sieranska and Piotr Rychta.

B2RLaw Partner Andrzej Zajac has been appointed as the new Head of the firm’s Energy & Real Estate practice.

According to B2RLaw, Zajac, a real estate and energy specialist, has almost 20 years of professional experience. According to the firm, he “runs projects that are extremely important for the country’s energy security,” and, as such, “will be responsible for creating a local office dedicated to legal services for the offshore sector.”

Zajac joined B2RLaw in 2021, after having spent almost four and a half years with CMS. Before that, he spent almost a year with Kochanski Zieba & Partners and, earlier, over three years with Greenberg Traurig.

”Andrzej not only boasts in-depth legal knowledge, extensive professional experience, and a wide client portfolio but also a practical business approach, which is highly appreciated by clients,” B2RLaw Managing Partners Bartlomiej Jankowski and Rafal Stroinski commented.

Norton Rose Fulbright has advised Bank Pekao on its financing for the construction of the 9.6-megawatt Miloslaw wind farm in Palczyn, Poland, sponsored by ZE PAK. Greenberg Traurig reportedly advised the borrower.

The “Miloslaw wind farm includes four wind turbines with a capacity of 2.4 megawatts each and has secured the offtake of generated electricity by way of a long-term power purchase agreement,” Norton Rose Fulbright informed.

ZE PAK is a Polish State Treasury-owned company that focuses on the generation and sale of electricity and the production and distribution of heat.

The Norton Rose Fulbright team was led by Senior Associates Igor Kondratowicz and Cezary Zawislak and included Partner Tomasz Rogalski, Senior Associate Igor Kondratowicz, Lawyers Bartosz Odziemkowski and Martyna Korzeniewska, and Associates Patryk Gelar, Daniel Ksiazek, Paula Stepien, Cezary Zientecki, Karol Truszkowski, and Jan Nowjalis.

The Bank Pekao in-house team included Przemyslaw Floryan, Katarzyna Brodowska, and Hubert Mazurczak.