Warsaw Corporate practice

Transcription

1 Warsaw Corporate practice

2 2 Warsaw Corporate practice About us Fully integrated in our global corporate practice, the Warsaw corporate practice is headed by Jarosław Iwanicki and Jacek Michalski. With more than 30 lawyers, it is the largest of Allen & Overy Warsaw s departments with a client base that includes banks, financial institutions, private equity houses and funds, leading multinational corporations in Poland and Polish blue chips. Clients value our integrated and seamless international legal services, whether they are raising capital, buying or selling businesses, outsourcing, restructuring, or carrying out other corporate or corporate finance transactions. We handle the full range of transactional and multi-disciplinary work, and provide advice on all corporate matters. As a firm that specialises in mergers and acquisitions and private equity work, we have unrivalled experience and expertise acting on complex cross-border work. Allen & Overy LLP 2013

3 3 What we offer 1_ Project management 2_ Organisation 3_ Strong local presence 4_ One-stop shop This includes: Partners dedicated to your project who coordinate international teams. Business-aware planning, putting the client s needs first. A dedicated commercial approach, with deadlines respected. Cutting-edge technology and secure access to legal documentation. This includes: Quick and easy access to the best specialists. Focused departments: Corporate International Capital Markets Banking and Finance Litigation and Arbitration Competition IP/IT Tax This includes: Over 20 years experience in the Polish market. Connections with the most important local players. Unparalleled experience in dealing with country-specific issues, regulatory framework, competitive bid procedures and tax law. This includes: Over 65 lawyers in Poland working together for the benefit of our clients. Teams specific to the advice required and to the project sector. Fully-integrated service to cover all the client s needs. The Most Innovative Law Firm in Europe Winner FT Innovative Lawyers Awards 2011 and 2012

4 4 Warsaw Corporate practice Tier 1 Corporate/M&A practice in Poland Chambers Global st M&A practice in Poland by value and volume of deals Mergermarket M&A Round-up for 2012 Allen & Overy LLP 2013

5 5 Key practice areas The service is of a very high quality, and they have a professional approach to the customer. They did a great job, offering solutions not problems. They re absolutely excellent at providing all the services that a client could need. Chambers Europe 2011 (Corporate & M&A)

6 6 Warsaw Corporate practice Corporate and M&A We advise our corporate clients on the legal issues which most regularly have an impact on their businesses, including all aspects of corporate law such as contracts, joint venture agreements, general corporate documentation and corporate regulatory matters. We advise clients on the full range of deal structures from public takeovers/tender offers through to divestments, auctions, take-privates and demergers. We have been involved in some of the most high-profile M&A transactions involving financial services, insurance and companies. 1 3 KBC Bank merger of Kredyt Bank with BZ WBK 2 4 Zelmer tender offer for its shares 1. KBC Bank NV on the merger of its Polish subsidiary Kredyt Bank S.A. with Santander s Polish subsidiary BZ WBK S.A. 2. Zelmer S.A., the largest Polish producer of small household appliances, on a tender offer for its shares announced by BSH Bosch und Siemens Hausgeräte GmbH (BSH). 3. KBC Group, the Belgian financial services group, on the EUR770m sale of TUiR WARTA, its Polish insurance subsidiary, to Talanx International, the German insurance company. 4. PGE Polska Grupa Energetyczna S.A. (one of Polkomtel s shareholders) on the sale of its stake in Polkomtel S.A. The sale was the culmination of a twelve-month process where all current shareholders of Polkomtel agreed to sell their respective shareholdings in Polkomtel S.A., a leading mobile telecommunications operator in Poland. The transaction was the largest M&A deal in Poland in the last ten years. 5. TVN, the largest Polish media group, on the merger of TVN s pay-tv platform with the Polish pay-tv platform of Canal+. 6. Liberty Global Inc. on its acquisition of one of Poland s leading cable companies Aster sp. z o.o. from funds managed by Mid Europa Partners LLP. KBC Group sale of TUiR WARTA 5 TVN merger of n and Cyfra Plus satellite platforms 6 PGE sale of stake in Polkomtel Liberty Global acquisition of Aster Allen & Overy s Warsaw office upholds its magic circle standards of quality. Chambers Europe 2012 (Corporate M&A) Allen & Overy LLP 2013

7 7 Private equity We advise clients on all forms of private equity transactions, from investments in start-ups and establishing funds, to the largest cross-border leveraged buy-outs. We bring together teams which can handle all aspects of a private equity transaction with market-leading expertise in M&A and unparalleled experience in cutting-edge financing techniques, all underpinned by in-depth tax and structuring knowledge. As well as advising our private equity clients on their investments and funds, we assist private equity houses in almost every aspect of transactional work. We regularly advise companies controlled by private equity stakeholders, often through their full lifecycle from initial investment to buy and build investments to equity sale or IPO. 1. Montagu Private Equity, a leading private equity company in Europe, on the acquisition of Emitel, a leading terrestrial analogue radio and TV broadcast infrastructure and digital multiplex operator. This is the largest private equity transaction in Poland ever. 2. IWP (Isle of Man) Holdings Limited on the sale of Polbita sp. z o.o., the owner and operator of the personal care retail chain Drogerie Natura, to Interchem S.A., a portfolio company of the private equity firm Resource Partners sp. z o.o. and a distributor of household chemicals, cosmetics and hygiene products. 3. The majority shareholders of EKO Holding S.A., a Warsaw Stock Exchange listed supermarket operator, on the sale of their shares to Advent International. 4. Innova in relation to the acquisition of 70% shares in Marmite International S.A., Europe s leading manufacturer of cast marble sanitary products. 5. Poult, a private equity-owned biscuit manufacturer, on its acquisition of LIDER S KG. 6. Advent International, a leading global private equity fund, on its successful public tender offer to acquire 100% of Wydawnictwa Szkolne i Pedagogiczne S.A., Poland s largest educational publisher. 1 3 Montagu Private Equity acquisition of Emitel EKO Holding sale of shares to Advent 5 6 Poult acquisition of LIDER S KG This team handles the full range of private equity work and impresses sources with its customer-oriented approach 2 4 IWP Holdings sale of Polbita Innova acquisition of shares in Marmite International Advent International acquisition of WSiP Chambers Europe 2012 (Private Equity)

8 8 Warsaw Corporate practice Financial institutions Financial institutions are at the heart of our practice. We have a long track record of advising financial services companies on M&A transactions across a broad spectrum of deals, large and small, buy-side and sell-side. Our clients include retail and investment banks, insurance companies, asset managers, investment funds and specialist finance providers. Our Financial Institutions practice brings together lawyers specialising in M&A, capital markets, banking and finance, insurance, regulatory, tax, outsourcing and antitrust. Our clients benefit from our wealth of experience: we have one of the leading track records in the sector in Poland and have advised on many market first transactions across the Allen & Overy global network. 1. Bank DnB Nord Polska S.A. on the sale of its retail banking business to Getin Noble Bank S.A. 2. KBC Asset Management NV on the acquisition of the remaining 60% stake in KBC Towarzystwo Funduszy Inwestycyjnych S.A., a Polish fund management company, from Towarzystwo Ubezpieczeń i Reasekuracji Warta S.A. and Kredyt Trade sp. z o.o. 3. KBC Bank NV on the merger of its Polish subsidiary Kredyt Bank S.A. with Santander s Polish subsidiary BZ WBK S.A. 4. KBC Group, the Belgian financial services group, on the EUR770m sale of TUiR WARTA, its Polish insurance subsidiary, to Talanx International, the German insurance company. 5. Rabobank in connection with the tender offer for a 40% stake in Bank Gospodarki Żywnościowej. 1 Bank DnB Nord sale of retail banking business 3 5 KBC Bank merger of Kredyt Bank with BZ WBK Rabobank tender offer for stake in BGŻ 2 4 KBC acquisition of stake in KBC TFI KBC Group sale of TUiR WARTA The team at Allen & Overy is a first choice for clients in the financial sector. Chambers Europe 2011 (Corporate & M&A) Allen & Overy LLP 2013

9 9 Restructuring, reorganisations and migrations Our lawyers are at the forefront of developments to meet the demands of old and new stakeholders, new laws, and tighter regulation. Major corporate restructurings, reorganisations and insolvencies are rarely resolved in one jurisdiction. Our understanding of local markets, insolvency laws and processes in all major jurisdictions, together with the cross-border implications, is a key benefit for our clients. Our team has the skills and background to advise clients on the full range of migrations, cross-border mergers, corporate reorganisations, restructuring and insolvency-related corporate issues. 1 2 Société Générale transfer of G1 Group shares 1. Société Générale Asset Management S.A. on the transfer of G1 Group sp. z o.o. s shares as part of SGAM Group s internal restructuring. 2. Tyco International Ltd. on the Polish law aspects of its corporate restructuring for the spin off of its healthcare and electronics businesses to Tyco International shareholders, separating Tyco International Ltd. into three independent, publicly-traded companies. 3. Thomson Reuters Finance sp. z o.o. on a corporate restructuring through a combination of a dividend, advance for a dividend, redemption of shares and reduction of share capital. Tyco Ltd. corporate restructuring 3 Thomson Reuters corporate restructuring

10 10 Warsaw Corporate practice Corporate litigation and arbitration Our Dispute Resolution department has significant expertise in corporate and commercial litigation, M&A disputes, international arbitration, directors liabilities, shareholder and partnership disputes, restructuring and contentious and non-contentious insolvency advice. We act for our clients in arbitrations before the Arbitration Court at the Polish Chamber of Commerce and in non-administered arbitrations (ad hoc). Our lawyers represent clients in post-arbitration proceedings before the state courts, including challenging arbitral awards as well as enforcing and recognising arbitral awards under domestic and international rules. 1. The Republic of Poland on a large investment arbitration brought by a French pharmaceutical company. 2. A major international commercial company in a series of lawsuits brought by its supplier. The claims are directed against various subsidiaries of the same commercial company seated in a number of CEE countries. 3. A large pharmaceutical company on the successful public procurement litigation on the side of the tendering authority versus another large pharmaceutical company. 4.A large international financial institution on a regulatory investigation conducted by the Polish Financial Supervision Authority (FSA). 5. A financial institution before the Polish FSA and currently before the administrative courts in a case relating to open-ended funds. The case is likely to set the standard for the whole industry as it regards legal grounds and scope of competence of the Polish FSA issuing decisions financial creditors (banks and financial institutions) on cross-border insolvency proceedings in connection with restructuring companies which are members of the Schieder Möbel Group (the largest furniture manufacturer in Poland). Task-oriented Allen & Overy, A. Pędzich sp. k. has the most professional legal advisers I have ever worked with. Client quote, Legal Allen & Overy LLP 2013

11 11 Energy and utilities Our Energy and Utilities group focuses on finding business-driven solutions for our clients in this sector s complex legal and regulatory regimes. The group has market-leading expertise in M&A, joint ventures, privatisations and project financing, supported by our specialist practices in environmental law and litigation. We cover the full energy chain: upstream exploration and production, midstream transportation (pipelines, LNG and vessels), downstream petrochemicals and power generation, transmission and supply. The list of our principal product lines comprise: electricity, renewables, energy trading, liquefied natural gas (LNG), upstream oil and gas, downstream gas and storage, downstream fuels and lubricants, water. 1. DONG Energy Wind Power on the sale of its wind farm portfolio in Poland to PGE Polska Grupa Energetyczna S.A. and Energa Hydro sp. z o.o. (subsidiary of ENERGA S.A.) DONG Energy sale of its wind farm portfolio EDF 48 MW Linowo wind project 2 Tauron Polska Energia S.A. cooperation agreement with PGNiG, KGHM, ENEA and PGE 4 6 GDF Suez Energy Trading obtaining electricity trading licence 2. Tauron Polska Energia S.A. on the cooperation agreement concluded with PGNiG, KGHM, ENEA and PGE Polska Grupa Energetyczna S.A. relating to joint exploration and production of unconventional oil and gas. 3. EDF Energies Nouvelles on its take over of control of the 48 MW Linowo wind project. GDF Suez privatisation of ENEA and ENERGA PGE study of best practices in nuclear sector 4. GDF Suez Energy Trading in relation to obtaining a Polish electricity trading licence and other regulatory requirements for trading in electricity in Poland. 4. GDF Suez on the privatisation of ENERGA S.A. and ENEA S.A. 6. PGE Polska Grupa Energetyczna S.A. in their preparation of a study on the best legal and corporate practices in the nuclear energy industry. This team is recommended for its expertise in energy project financing, as well as its cross-border capabilities. Chambers Europe 2012 (Energy & Natural Resources)

12 12 Warsaw Corporate practice Real estate The Warsaw Real Estate team advises clients on all aspects of real estate in Poland and abroad. We provide advice on the full spectrum of commercial real estate work: property finance, property development, construction, operation and maintenance, sale and purchase agreements, leases, tax, leasehold, zoning and planning, environmental and green-field projects. Our team is experienced in dealing with the challenges currently facing property owners, occupiers, developers, founders and investors who have to balance current commercial objectives with the need to minimise future risks. The broad range of projects in which we have been involved include preparing and negotiating leases, sale and acquisition documents, property due diligence investigations, construction contracts and finance documents. 1. Allianz Real Estate in relation to the acquisition of the Warsaw Financial Center (WFC), one of the highest quality office assets in Poland. 2. Avestus Real Estate (formerly Quinlan Private Golub) on the sale of Hala Koszyki, a historical property in central Warsaw. 3. A consortium of construction companies led by Boskalis International B.V. in connection with the PLN1 billion construction of a breakwater within the Gazoport project in Świnoujście. 4. HB Reavis on the EUR110m development of the new railway station Warszawa Zachodnia and an adjacent office and business centre which will comprise eight office buildings. 5. GE Capital Real Estate Europe on the transfer of a seed portfolio consisting of nine shopping malls in Poland and on a EUR324m loan facility granted by Eurohypo AG and ING NV to finance this transfer. 6. TriGranit Development Polska on a EUR150m retail investment in Poznań comprising a new railway station and two shopping malls, including joint venture agreements with Europa Capital and Polskie Koleje Państwowe S.A. (Polish Railway) Allianz Real Abraaj Estate acquisition of Capital Warsaw Financial Center Boskalis Abraaj construction of breakwater in Capital Świnoujście GE Capital Real Estate $1bn transfer Zayed University of portfolio of PPP nine shopping Project malls % Avestus sale News of Hala Corporation Koszyki development $580m AES Corporation and IDB retail Infrastructure investment in Poznań Fund This skilful group is recommended as accessible and customer-focused. Chambers Europe 2011 (Real Estate) HB Reavis of Warszawa DIAC Zachodnia Arbitration railway station TriGranit Development Allen & Overy LLP 2013

13 13 Communications, media and technology We have experience in advising clients (operators, suppliers and customers) in the communications sector on all types of commercial agreements. We also advise clients on interconnection network construction and infrastructure sharing agreements, satellite transponder leases, IRUs and bandwidth leases and telecoms service contracts, as well as outsourcing and regulatory and licensing issues. 1 TVN strategic partnership for Grupa Onet.pl 2 TVN merger of n and Cyfra Plus satellite platforms Our media practice advises businesses including media operators, financiers and regulators in the fields of cable TV, film, video, radio and television broadcasting, press, programming arrangements, publishing, music, sports, advertising and PR. We provide advice on all types of commercial and corporate transactions in these fields including content acquisition and distribution, corporate, M&A and joint venture advice, intellectual property and litigation. 3 Montagu Private Equity acquisition of Emitel 4 Liberty Global acquisition of Aster 1. TVN S.A. on the strategic partnership for Grupa Onet.pl S.A. (an internet platform) between TVN and Ringer Axel Springer Media AG. 2. TVN S.A., the largest Polish media group, on the merger of TVN s Pay-TV platform with the Polish Pay-TV platform of Canal+. 5 PGE sale of stake in Polkomtel 6 P4 acquisition part of telecommuniction network from Netia 3. Montagu Private Equity, a leading private equity company in Europe, on the acquisition of Emitel sp. z o.o., a leading terrestrial analogue radio and TV broadcast infrastructure and digital multiplex operator. 4. Liberty Global Inc. on its acquisition of one of Poland s leading cable companies Aster sp. z o.o from funds managed by Mid Europa Partners LLP. 5. PGE Polska Grupa Energetyczna S.A. (one of Polkomtel s shareholders) on the sale of its stake in Polkomtel S.A. The sale was the culmination of a twelve-month process where all current shareholders of Polkomtel agreed to sell their respective shareholdings in Polkomtel S.A., a leading mobile telecommunications operator in Poland. The transaction was the largest (approximately EUR4.5bn) M&A deal in Poland in the last ten years. 6. P4 sp. z o.o., operator of the Play mobile network, on the acquisition of a part of telecommunication network from Netia S.A.

14 14 Warsaw Corporate practice Tax We provide advisory services in the full scope of tax law, including Corporate Income Tax, Value Added Tax, Personal Income Tax, transfer tax, excise tax and real estate tax. We work not only on a stand-alone basis, but also form an integral part of the full legal service provided by Allen & Overy in Warsaw and globally. Whether working on a long-term project or on an ad hoc basis as a hotline, we are ready to address and advise you on the full range of issues, including complex assistance with M&A transactions (planning phase and structuring, full or limited due diligence, negotiations assistance, drafting, performance and exit), assistance with financing investments by ensuring tax efficient intra-group or external financing, assistance with tax litigation (including obtaining binding rulings and representing our clients in disputes with the tax authorities), continuous tax advice on supplies of goods and services, management remuneration structures, stock option plans, supply chains, transfer pricing issues and documentation, VAT and excise duty optimisation projects, and withholding taxes. We can provide both domestic and cross-border advice wherever our clients need it, whether they are financial institutions, corporate entities, funds or individuals. 4. BNP Paribas, ING, BRE Bank, Bank PKO BP and Kredyt Bank on VAT and corporate income tax aspects of the sale of a portfolio of non-performing loans provided to a major Polish industrial group. 5. The Warsaw Stock Exchange on the tax-related aspects of its IPO, including a tax review of the company, drafting the tax part of the prospectus and assisting the company with various tax issues it faced because of the IPO. 6. Vattenfall Energy Trading in a successful dispute before the Supreme Administrative Court regarding withholding taxation of cash pooling transactions. During the court hearings we managed to challenge all charges from a formal perspective and eventually win the case. 1 2 The Managers tax issues related to IPO of JSW WSE tax aspects of acquisition of Polish Power Exchange 1. The Managers, including Citigroup, Goldman Sachs International, JP Morgan and UniCredit, in relation to the PLN5.37bn (approximately EUR1.35bn) IPO of Jastrzębska Spółka Węglowa, the European Union s largest coking coal producer on the tax-related aspects of its IPO, including a tax review of the company, drafting the tax part of the prospectus, structuring of the transaction, and assisting the client with various tax issues it faced because of the IPO. 2. The Warsaw Stock Exchange on the tax aspects of their acquisition of Polish Power Exchange (Towarowa Giełda Energii S.A.), in particular the company s tax due diligence and tax matters related to issuing notes to finance this acquisition. 3. Eventim, the largest ticket distributor in Poland, on VAT consequences regarding the implementation of different models of ticket distribution (agency model, quasi-commissionaire model). We also continuously assist the client in the tax issues connected with its settlements. 3 4 Eventim VAT-related advice 5 6 WSE tax aspects of WSE s IPO Banks VAT and corporate income tax advice Vattenfall dispute regarding withholding taxation Allen & Overy LLP 2013

15 15 Intellectual property The IP team advises clients on the full spectrum of IP matters, which includes advice on protecting trademarks and brands, domain names, software and copyright, designs, know-how, business names, database protection and exploiting IP rights in joint ventures, licensing agreements, development arrangements, and technology transfer agreements. We advise clients on unfair competition cases, misleading advertising, sponsorship agreements, trade secrets and assist with enforcing IP rights in all kinds of IP infringements. We focus on data protection matters and provide clients with practical, tailored multi-jurisdictional strategies on data protection requirements, including drafting flexible privacy policies, website compliance, electronic communications and direct marketing as well as registration requirements, cross-border transactions and outsourcing. Our services cover assisting clients in projects providing solutions for e-commerce business including technology licensing agreements, e-commerce advice, anti-spam regulations, hosting arrangements and all types of IT and maintenance agreements. 1. Accenture in relation to ongoing advice on number of service agreements, including outsourcing service provider agreements, software licence and service levels agreements. 2. HBO on data protection-related documentation, including the transfer of personal data of employees and freelance consultants of HBO s CEE business to the U.S. 3. BZ WBK Brokerage House on banking outsourcing project, involving new implementation of third party platform for trading and clearing system. 4. The Warsaw Stock Exchange on a number of IP and IT issues during drafting IPO, including key transaction systems to be acquired from NYSE Euronext and other major IT systems supporting material operations of SE. 5. Fox International Channels on a number of IP and regulatory matters (contracts with broadcasters, advertising, contacts with collective societies, telecommunications regulatory matters, data protection regulations and related documentation, IP related claims). 6. Amazon on a number of new e-services, including Kindle content and cloud services to be implemented in Poland. Our advice covered IP, defamation, data protection, liability and consumer protection matters, liability of hosting entity and implementation of a notice and takedown procedure under Polish law Accenture ongoing IP advice BZ WBK Brokerage House banking outsourcing project Fox International Channels IP and regulatory matters HBO data protection advice WSE IP and IT issues related to IPO Amazon advice on new e-services in Poland

16 16 Warsaw Corporate practice Employment and incentives The Warsaw Employment and Benefits group advises clients on all aspects of employment-related matters in Poland and abroad. Our Warsaw team provides expert advice on all employment and benefits issues affecting the client s business. We provide advice on the full spectrum of issues regarding individual employment, collective labour law, social security, benefits and retirement programs. We provide clients with an innovative, experienced and above all commercial approach to structuring their employment relationships. 1 JSW collective labour law issues related to IPO 2 Joint stock company advice on stock option plan 1. The Managers, on collective labour law issues related to the IPO of Jastrzębska Spółka Węglowa, the European Union s largest coking coal producer. 2. A joint stock company on preparing a stock option plan for a Polish joint stock company (in the form of phantom shares ). This is an incentive scheme for the top managers of the company. 3. A bank operating in Poland on the process of collective redundancies. 4. The following clients in various employment matters in Poland: Angel Trains International, Bristol-Myers Squibb, Convatec, Hyva Group, Formica Europe, Mediacom (WPP Group), MySpace, USG People Group, Western Union, Nordic Gaming and RPS, Inc. 3 Bank advice on collective redundancies 4 Various clients employment matters in Poland Allen & Overy LLP 2013

17 17 Key contacts Jarosław Iwanicki Partner Tel Jacek Michalski Partner Tel

18 18 Warsaw Corporate practice Our global presence Allen & Overy LLP 2013

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20 For more information, please contact: Warsaw Allen & Overy, A. Pędzich sp. k. Rondo ONZ 1 34 floor Warsaw Poland Tel Fax GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,000 people, including some 512 partners, working in 42 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Antwerp Athens (representative office) Bangkok Beijing Belfast Bratislava Brussels Bucharest (associated office) Budapest Casablanca Doha Dubai Düsseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Istanbul Jakarta (associated office) London Luxembourg Madrid Mannheim Milan Moscow Munich New York Paris Perth Prague Riyadh (associated office) Rome São Paulo Shanghai Singapore Sydney Tokyo Warsaw Washington, D.C. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP 2013 I CS1303_CDD-35494_ADD-36431