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act BSWW reinforces its bankruptcy and restructuring practice

The act BSWW bankruptcy and restructuring team has been joined by Barbara Szczepkowska. She will be a Partner and will co-head the practice.

Barbara consults on bankruptcy and restructuring law. Her expertise also covers civil and commercial litigation.

“Barbara is a seasoned advisor with many years of experience consulting Clients in bankruptcy and restructuring proceedings,” says Piotr Wojnar, Managing Partner at act BSWW.

Her practice focuses on bankruptcy and restructuring proceedings regarding businesses

Having advised receivers, court-appointed supervisors and administrators, she boasts vast experience in advising insolvency practitioners. In bankruptcy and restructuring processes, she protects the interests of both creditors and debtors.

Moreover, Barbara has successfully represented clients in a few dozen personal bankruptcy processes ending in the debtor’s release from debts.

She has also handled a variety of other court cases, including complex fraudulent transfer cases and major damages recovery cases.

“The move to grow the bankruptcy and restructuring practice was dictated by the expectations of our Clients,” adds Piotr Smołuch, Managing Partner at act BSWW.

Prior to joining act BSWW, Barbara worked for many years for Zimmerman i Wspólnicy.

She authored numerous publications related to her practice.

act BSWW advises on one of this year’s largest deals in Poland’s real estate market

Buma Group, a major developer based in Kraków, is selling its real estate assets to Reino RF CEE Real Estate. The portfolio sale covers office and residential buildings, residential and office development land, construction projects, incl. office projects nearing completion, with over 110,000 m2 of leasable area a major part of which has already been leased, and  land allowing the implementation of office projects with a total leasable area of over 80,000 m2 and residential projects with a total area of over 100,000 m2.

The parties signed the preliminary agreements for the sale of Buma’s assets on 14 and 28 February 2020.

The assets will go to Reino RF CEE Real Estate, a joint venture established by two investment companies – Reino Capital and RF CorVal International Holdings Limited. The final agreements are to be executed by the end of June this year. The total value of the assets sold by Buma runs in excess of PLN 1.3bn.

act BSWW provided transaction-related legal advice to the Management Boards of Buma Group companies.

The law firm’s team was led by Michał Wielhorski (Managing Partner) and included Mateusz Prokopiuk (Senior Associate), Michał Sołtyszewski (Partner) and other members of real estate and tax teams.

Buma Group is the leader in the office market in Kraków. Its projects include office and residential developments, real estate management and general contracting for investments and facades. Over a period of almost thirty years, the company has completed more than a dozen residential and office projects covering a leasable area of 250,000 m2.

Reino Capital Group is a listed holding company made up of businesses operating in commercial real estate sector.

Established in Australia, RF CorVal is a real estate fund manager and investor managing over USD 2.2bn in assets.

The buyer was supported in the transaction by Greenberg Traurig. The seller was advised by Clifford Chance, Domański Zakrzewski Palinka and Oleś & Rodzynkiewicz.

act BSWW and Navigator Dom Maklerski workshops: Shareholder register and shares used as collateral

On 6 March 2020, together with our Partner – Navigator Dom Maklerski, we will host the first in a series of meetings focusing on the shareholder register and shares used as collateral.

The meetings will be hosted by Jakub Salwa – Partner at act BSWW and Bartosz Krzesiak – ECM Director at Navigator Capital Group.

Agenda:

• Commercial Companies Code revision – general assumptions and key changes
• obligatory share dematerialization – selected practical issues from the perspective of creditors:
– interim period until 1 January 2021
– target period after 1 January 2021

The meeting will be combined with a discussion on how to get ready for the changes and take relevant actions.

Polish Association of Listed Companies to hold Conference on Bonds as a Financing Tool

On 4 March 2020, the Polish Association of Listed Companies will hold Conference on Bonds as a Financing Tool.

Piotr Smołuch, Jakub Salwa and Łukasz Piekarski, act BSWW bond practice members, will participate in four debates focusing on key regulatory changes and their implications, on procedures and costs connected with bond issue as well as on collateral establishment procedure. They will also present a bond issue case study.

The conference agenda is available here.

We hope to see you there.

act BSWW breakfast: Combating money laundering and terrorist financing

act BSWW will host two meetings focusing on anti-money laundering and counter terrorist financing regulations.

During the first one, on 4 March 2020, we will discuss the general issues of combating money laundering and financing of terrorism. The second meeting, on 10 March 2020, will be practice-oriented and addressed especially to obligated entities. It will deal with the implementation of anti-money laundering regulations.
The meetings will be hosted by Aleksandra Sztajer, Maciej Iwanejko and Mariusz Grochowski.

Agenda:

4 March 2020, 10:00 a.m.
General issues

• General issues of combating money laundering and financing of terrorism
• Legal framework and AML institutions
• AML requirements for obligated entities, esp. risk assessment, financial security measures and transaction monitoring
• Central Register of Beneficial Owners – ownership structure verification, beneficial owner details reporting and disclosure, reporting procedure
• Administrative and penal sanctions

10 March 2020, 10:00 a.m.
Practice-oriented aspects of the implementation of AML regulations

• Money laundering – a threat to the financial system and obligated entity
• AML compliance – obligated entity’s internal procedures and AML Compliance Officer
• Financial security measures and their implementation in light of personal data protection
• Information disclosure to the General Inspector of Financial Information
• Transaction monitoring as an element of risk-based approach
• Special restrictive measures with respect to individuals, groups and entities
• Obligated entity inspection – inspecting entities, inspection place and time, post-inspection statements

Place: act BSWW, Skorupki 5, Warsaw

RSVP by 27 February 2020 (ewa.cacaj@actlegal-bsww.com)

Join us!

act BSWW breakfast: New Public Procurement Law

On 28 February 2020, act BSWW hosted a meeting on the revision of the Public Procurement Law, focusing on changes regarding appeal measures.

Agenda:
• Key changes to appeal procedure in light of existing regulations
• Key changes to complaint procedure
• Impact on the rights and obligations of parties to tender procedure
• Conciliatory procedure

The meeting was ran by Marcelina Daszkiewicz and Sebastian Pietrzyk, co-heading the law firm’s public procurement practice.

 

Fujitsu Poland Global Delivery Centre in Łódź to change its location and go for Fuzja

The Fujitsu Poland Global Delivery Centre team in Łódź seems to be at a watershed moment. So far, the centre has been operating in two locations in Łódź, providing a wide range of IT services to clients from all over the globe. Now, it has decided to consolidate its office. From 2022, employees of the local branch of the leading Japanese IT service provider will be taking up technological challenges in the revitalized quarter of Łódź.

Fujitsu Technology Solutions is the largest IT infrastructure provider, operating on all the major markets in Europe, the Middle East, Africa, and India. Its clients include large enterprises, SMEs, and individual clients.

The company began its Łódź journey in March 2009 with the opening of the Fujitsu Poland Global Delivery Centre – a key location in the Fujitsu global service network. The centre provides IT support services for global clients as part of remote IT infrastructure management (end clients and data centres), application services, research on the development of new technologies and innovative products, as well as financial and accounting management for Fujitsu branches. It is here where hundreds of specialists provide solutions and support 119 leading brands from all sectors: finance, banking, automotive, services, industry/production, and telecommunications 365 days a year, 24/7.

On a daily basis, the Service Desk (first and second line support) works in 21 languages, including English, German, French, Hungarian, Italian, Turkish, Slovenian, Greek, and Czech.

The decision to consolidate and choose a new location is another step in the company’s growth in Łódź. Fujitsu will take up 16,300 sqm of the Fuzja office space. The new headquarters will be built in the immediate vicinity of the historic Art Nouveau CHP plant, which soon is going to be refurbished and adapted to new functions.

Since the opening of the first building in Łódź in 2009, each subsequent stage of our move has stemmed from our continuous growth. Over time, we opened new business lines and hired more specialists, so naturally our teams expanded. It was starting to be a tight squeeze. In spring 2016, we decided to launch a second Łódź location – says Piotr Jankowski, Managing Director of the Fujitsu Poland Global Delivery Center. – Employee reactions were completely different. We were learning to operate from two locations, but the dynamics of our development and the voices of our personnel showed that consolidation was a must. A positive work environment and the type of cooperation which blurs the division into business lines or structural hierarchy are the two key elements making our approach to services and organizational culture unique. There is nothing more important to us than our employees feeling comfortable at work, hence the search for one shared location. The question arose – what a new shared destination should be like: more campus-style (like Textorial Park) or more office-style (like University Business Park). We asked our employees about their dream office. The survey conducted by the Colliers International team clearly indicated an inclination for a campus. Fuzja will make it happen. It will give us a place where our entire Fujitsu team will be able to work under the same roof in the very heart of the city, go out for lunch when off-duty, organise team-building events, eat dinner with the client, or quickly run their private errands – this is our dream come true. We are already counting down the months until moving – he adds.

Fuzja, developed by Echo Investment, will breathe new life into this part of Łódź. The nearly 8 hectares of the post-industrial city space in Tymienieckiego Street are undergoing revitalization. The historic buildings will regain their former splendour and become filled with people again thanks to their new functions. New facilities will be built to supplement the existing urban fabric with places to live, work, and socialise. The entire city quarter will re-open to welcome employees, residents, and visitors. The bustling Fujitsu centre will be created in the immediate vicinity of residential flats, shops, restaurants, cafés, local squares, and shared spaces full of greenery.

The decision of Fujitsu to choose Fuzja for their new joint headquarters of Fujitsu Poland Global Delivery Centre proves that the project has great assets. The project works are gaining momentum. Although there is still a lot to be done, today we are celebrating another ground-breaking moment for the project. We are proud to announce that the Fuzja community will be joined by the great people working in the Fujitsu teams. From the very outset, we have been emphasising that what we are creating is a very unique space on the map of Łódź. Services at your fingertips, delicious coffee just around the corner, a great restaurant for lunch breaks, green squares perfect to take a breather or attend a compelling meeting or event – that is what Fuzja is all about. A colourful bustling space full of people who simply like where they are – says Katarzyna Kubicka, Regional Director at Echo Investment’s Office Department.

Colliers International helped to choose the final location and eleborate hone contract details by Fujitsu. act BSWW advised Fujitsu on legal issues.

Historically fuelled by the textile industry, Łódź is experiencing a renaissance. Revitalization of entire city quarters what can be proved by Fuzja, launching new projects, excellent job market, and availability of highly-skilled specialists attract the biggest players from the business services sector (SSC/BPO). This is further corroborated by the decision to expand Fujitsu in Łódź. Consolidating the existing company locations and choosing Fuzja for a new headquarters is a breakthrough moment. We are glad that we can be part of this process and celebrate the signing of the third largest office space lease agreement on the Łódź market – says Marcin Włodarczyk, Regional Director of Colliers International in Łódź.

Thanks to projects such as Fuzja, city parts gain a unique character, being valuable for residents and businesses. This is an extremely positive trend on the Polish real estate market. We are extremely pleased that we could advise Fujitsu while concluding a lease agreement in such a unique place and with such a significant transaction on the office space commercialization market. It is another project where we support our client – says Alicja Sołtyszewska, Partner at act BSWW.

act BSWW has advised a company controlled by Mariusz Książek on a joint venture project with DeA Capital group

act BSWW has advised MK Holding Sarl, a company controlled by Mariusz Książek, on a joint venture project carried out with a company belonging to DeA Capital group, an Italian based, world-wide investment group focusing on real estate and equity investments.

The project consisted in setting up a joint venture company which will focus on real estate asset management services in Poland.

act BSWW has rendered complex legal services including representation of MK Holding Sarl within negotiating the terms of the investment agreement as well as representing both parties within the whole competition clearance process and assisting the parties within the process of completion and setting up the JV vehicle.

The transaction was led by Jakub Salwa, with participation of Janusz Szeliński and under supervision of Piotr Smołuch.

act BSWW advises Adventum International on purchase of Katowice Business Point

Adventum International, an investment fund operating internationally, has purchased Katowice Business Point. Covering a usable area of over 17,500 sq.m., the building is located in a fast-growing district of Katowice. It is the third project launched by the investment fund in Poland over just seven months – in June and October, Adventum purchased Poznań Financial Centre (Poznań) and Renaissance Plaza (Warsaw).

Katowice Business Point is located at Ściegiennego 3, in the direct vicinity of the largest shopping mall in the Silesia region – Silesia City Center, and one of the most prestigious residential estates in Katowice – Dębowe Tarasy. As a business location, it offers many perks, easy access to transport services being one of them.

act BSWW advised the buyer throughout the purchase of shares in the company owning Katowice Business Point. The services provided by the law firm included due diligence audit of the property, drafting transaction-related documents, negotiation support and transaction-related advice.

The project team was led by Marek Wojnar (attorney-at-law and Managing Partner, co-heading the real estate practice of the law firm) and Marta Kosiedowska (attorney-at-law, Partner), with the support of Katarzyna Góra (attorney-at-law, Senior Associate). Due diligence audit was prepared under the direction of Magdalena Banaszczyk-Głowacka (attorney-at-law, Partner).

The fund’s investment strategy focuses on office and retail projects in the CEE region, Poland in particular, says Marta Kosiedowska, Partner at act BSWW. We are happy to see the dynamic development of our Client’s projects and appreciate the trust placed in us, she adds.

Adventum is a group of boutique investment fund management companies focused on Central European real estate investments. The Group’s personnel includes highly experienced real estate professionals with CFA, NRW and MRICS qualifications, with a combined investment experience of 70+ years. The management has so far executed investments in the CEE region with a total value of over EUR 1.5bn.

The seller was represented by Dentons.

Significant changes for public limited companies and partnerships limited by shares in 2020

A commercial companies and partnerships code amendment, providing for dematerialization of shares, is to take effect on 1 January 2021.

From the beginning of 2021, entries in shareholders registers, kept by entities which are authorized to maintain securities accounts (in accordance with the Financial Instruments Trading Act), will have legal effect. This means that from that date on it is the persons listed in such registers, and not the holders of shares (in the case of bearer shares) or persons entered in the share register (in the case of registered shares), who will be deemed as shareholders.

Although the vacatio legis period relating to the amendment may seem relatively long, some of the new regulations, regarding the procedure of share registration, already entered into force on 1 January 2020, with further provisions taking effect on 10 March 2020. As of 1 January 2020, every public limited company (spółka akcyjna) and partnership limited by shares (spółka komandytowo-akcyjna) will be required to put up a website where, in a section intended for shareholder communication, it will publish news it is required to advertise under the law or own articles of association. What is more, the companies will be required to repeat the request to shareholders to handover paper-form shares five times, with the time limit for the first request until 30 June 2020. Before the first request, the company should enter into a shareholders register agreement with an entity approved by a shareholders’ meeting.

In case of any questions about the issues presented above, feel free to get in touch. We will be happy to guide you through this process together with brokerage houses with whom we are cooperating.

Contact

Jakub Salwa
Attorney-at-law / Partner
+48 22 420 59 59
jakub.salwa@actlegal-bsww.com

Michał Pawlak
Attorney-at-law / Senior Associate
+48 22 420 59 59
michal.pawlak@actlegal-bsww.com