Investment funds in Poland

Clifford Chance

Clifford Chance's investment funds practice group specialises in advising major financial institutions on the establishment of asset managers in Poland, licensing and passporting issues, regulated fund issues and fund management regulations. Coordinating the team is Andrzej Stosio, who has a background in capital markets and banking law. Grzegorz Namiotkiewicz is noted as a finance expert, while Wojciech Polz brings to bear solid private equity experience.

Practice head(s):

Andrzej Stosio

Other key lawyers:

Grzegorz Namiotkiewicz; Wojciech Polz

Key clients

TFI PZU

NN Investment Partners TFI

Agencja Rozwoju Przemysłu

Bank Gospodarstwa Krajowego – BGK

KWASA Europe S.à r.l.

Macquarie Infrastructure and Real Assets (MIRA)

Polski Fundusz Rozwoju S.A. – PFR

Work highlights

  • Advised Inea (a portfolio company of Macquarie Infrastructure and Real Assets) on amending the existing credit facility agreement in order to increase the available financing by over PLN400m and on adjusting that agreement to the company’s investment plans
  • Advisied a consortium of banks composed of DNB Bank, mBank, ING Bank Śląski and Santander Bank Polska on two amendment and restatements of the revolving facility provided to Kruk Group (a Polish debt collection company, and its subsidiaries) for the purposes of acquisition of NPL portfolios in various jurisdictions across Europe.
  • Representing Raiffeisen in proceedings before the Polish Financial Supervision Authority (KNF) concerning the record high penalty of PLN50m (€12m) imposed in mid-September 2018 on Raiffeisen in its capacity as the depositary of four closed-end investment funds previously managed by the FinCrea Investment Fund Manager.

CMS Cameron McKenna Nabarro Olswang Posniak i Bejm sp.k.

Investment funds are a core competency of the team at CMS Cameron McKenna Nabarro Olswang Pośniak i Bejm sp.k., which has an interdisciplinary practice composed of corporate, tax, projects and finance lawyers. Areas of experience include fund structuring, establishments and liquidations, inter-fund transactions and regulatory advice. Jointly leading the team are corporate transactional lawyer Błażej Zagórski and tax structuring specialist Łukasz DynysiukMarcin Bejm is experienced in the use of funds in project and infrastructure settings, while Rafał Zwierz brings heavyweight corporate expertise.

Practice head(s):

Błażej Zagórski; Łukasz Dynysiuk

Other key lawyers:

Marcin Bejm; Rafał Zwierz; Piotr Ciołkowski

Key clients

Polish Development Fund S.A. (Polski Fundusz Rozwoju S.A.)

Fundusz Inwestycji Samorządowych FIZAN

PFR TFI S.A.

Future Tech FIZAN

mAccelerator

MEAG Munich ERGO Asset Management GmbH

Real Assets Advisers

TFI PZU SA

CEE Equity Partners

Abris Capital Partners

Montagu Private Equity

Macquarie’s Green Investment Group

Advent International

Amundi Immobilier

PFR Nieruchomości S.A.

Work highlights

  • Advised Macquarie’s Green Investment Group (GIG) on the acquisition of the entire share capital of a project company holding 48MW onshore wind farm in Zajączkowo, Poland (Zajączkowo Windfarm Sp. z o.o.) from Mitsui Renewable Energy Europe Ltd and J-Power Investment Netherlands B.V. and on the repayment of existing financing.
  • Advised Oasis on the acquisition of 100% of the shares in Archidoc S.A. and in ArchiDoc MED sp. z o.o. from OEX Group.
  • Advised Fundusz Inwestycji Samorządowych (a local government investment fund) represented by Polish Development Fund (PFR), on two investments in municipal companies in Southern Poland: (i) the PLN100m acquisition from the City of Opole of 25% of shares in the company Wodociągi i Kanalizacja w Opolu; and (ii) on the acquisition of 45% stake of shares in Tarnobrzeskie Wodociągi.

Dentons

The investment funds practice at Dentons handles the spectrum of issues, including the implementation of structures for closed-end funds, renegotiation of contracts with fund managers, regulatory advice and restructuring. Funds work is handled by Marcin Bartczak, who is an expert in capital markets and financial instruments, and Inga Dulska, a lawyer focusing on structuring and regulatory advice in relation to tax-efficient structures.

Practice head(s):

Marcin Bartczak; Inga Dulska

Key clients

mBank S.A.

BNP Paribas Bank Polska S.A.

Millennium Bank S.A.

Bank Gospodarstwa Krajowego

Santander Towarzystwo Funduszy Inwestycyjnych S.A.

Ipopema TFI S.A.

Getin Bank Polska S.A.

Linklaters

Linklaters is known for advising sponsors, management teams and investors on the Polish aspects of cross-border fund formation, structuring, taxation and regulatory issues, with experience in all types of alternative investment funds and asset classes. The group, which is part of the wider corporate and M&A department, includes US- and Polish-qualified Tomasz Zorawski. Marcin Schulz is a key name for corporate regulatory expertise in the financial sector, while English-qualified Daniel Cousens focuses on transactions based on English law. Klaudia Królak is noted for advising strategic investors on in-bound deals.

Practice head(s):

Daniel Cousens

Other key lawyers:

Marcin Schulz; Klaudia Królak; Szymon Renkiewicz; Tomasz Zorawski

Key clients

Abris Capital Partners

Accelerate Property Fund

BlackRock Group

Bluehouse

CBRE Global Investors

Centerbridge Partners Europe

Cerberus Capital Management

Griffin Real Estate

Polski Fundusz Rozwoju S.A.

Triton

Ares Management

Cornerstone

Work highlights

  • Advised ING Bank Śląski on its acquisition of 45% of shares in NN Investment Partners TFI (Polish asset management company) from NN Investment Partners International Holdings.
  • Advised Bain Capital Credit on a joint venture agreement with Corestate, a leading independent investment manager for real estate in Europe.
  • Advised Ares Management Limited on the entry of an Ares fund into a co-investment and shareholders’ agreement with the principals of Griffin Real Estate for the purpose of acquiring 98.04% of the shares of Murapol S.A., a residential real estate developer based in Poland.

DLA Piper

DLA Piper fields a cross-departmental team for investment funds work, with lawyers from the real estate, finance, M&A and private equity practices involved. A key area of expertise, real estate funds make up the bulk of the group's activities, which often advises on Luxembourg structures. Core lawyers include real estate expert Jacek Giziński, finance and restructuring specialist Mariusz Hyla and 'committed' funds lawyer Jakub Domalik-Plakwicz.

Other key lawyers:

Jacek Giziński; Mariusz Hyla; Marek Sawicki; Jakub Marcinkowski; Jakub Domalik-Plakwicz

Testimonials

‘Jakub Domalik-Plakwicz is a leading transactional lawyer on the market. Highly committed, professional and experienced. Very commercial lawyer. ’

Key clients

Avallon

Corestate Capital Holding

Elite Partners Capital

Estlin Investments

Grelix Investments

Ineos Enterprises Holdings

KGAL Investment Management

Metropolitan Investment

Reditum Capital

Revetas Capital Advisors

Rockcastle Poland

York Capital Managemet Europe

Zeus Capital Management

Work highlights

  • Advising Avallon on the Polish regulatory aspects related to the establishment of the Avallon MBO Fund III S.C.A. in Luxembourg.
  • Advising Elite Partners Capital, a Singapore-based fund engaged in real estate investment and management, on the purchase of five buildings with an area of more than 200,000 sq. m. which are located in the logistics park P3 Mszczonów.
  • Advising KGAL, a leading independent asset manager, on its second purchase of an office building in Warsaw – Prosta Office Centre.

Rymarz Zdort

Rymarz Zdort's investment funds group is noted for advising on the structuring, creation, capitalising and selling of closed-end funds and on the acquisition and sale of Poland-based fund management companies. Lawyers have experience representing clients in administrative proceedings with the financial supervision authority and advising them on EU regulations. A matter of particular interest in 2020 was competition specialist Iwona Her' advice to the Polish development fund on merger control issues arising from its Covid-19 recovery programme. Pawel Rymarz heads the team, and is ably supported by Lukasz Gasinski and Marcin Iwaniszyn.

Practice head(s):

Pawel Rymarz

Other key lawyers:

Lukasz Gasinski; Marcin Iwaniszyn; Zofia Frydrychowicz; Iwona Her

Key clients

BPH Towarzystwo Funduszy Inwestycyjnych S.A.

BZ WBK Towarzystwo Funduszy Inwestycyjnych S.A.

Echo Investment S.A.

General Electric Group

IFM Global Infrastructure Fund

Narodowe Centrum Badan i Rozwoju

Opera TFI S.A.

Polish Development Fund (Polski Fundusz Rozwoju S.A.)

Polska Grupa Energetyczna S.A. capital group

Polskie Gornictwo Naftowe i Gazownictwo S.A. capital group

PSA International Pte Ltd

Raiffeisen Bank International AG (Spółka Akcyjna) Oddział w Polsce

Raiffeisen Bank Polska S.A.,

Rainbow Fund 2 Fundusz Inwestycyjny Zamkniety

SFS Ventures s.r.o.

Stelmet S.A.

Ultimo S.A.

Union Asset Management

Work highlights

  • Advised on the liquidation of investment funds in Raiffeisen Bank Polska S.A. and Raiffeisen Bank International AG (Spolka Akcyjna) Oddzial w Polsce.
  • Representing Opera TFI, as the defendant, in an action brought by Anna Malczewska-Michna and Janusz Michna for the adjustment of the amount due for the transfer by the claimants of all of the shares in Termisil Huta Szkla Wolomin to the fund.
  • Advising Polski Fundusz Rozwoju on the merger control aspects of the aid programme that will be implemented by PFR as part of the government-established “Anti-Crisis Shield”, an act adopted by the Polish Parliament.

SSW Pragmatic Solutions

At SSW Pragmatic Solutions, the team has 'an open minded and flexible approach' to investment funds issues, advising financial institutions, investors and fund managers on all aspects relating to the establishment and liquidation of their funds, as well as assisting institutional investors and asset management companies with managing their funds in Poland. Leading the department are transactional lawyer Wojciech Szczepaniak and funds regulatory expert Szymon Okoń; the group regularly draws on the tax expertise of Tomasz Wickel. Senior associate Tomasz Kwaśniewski has an active fund establishment and liquidation practice.

Practice head(s):

Wojciech Szczepaniak; Szymon Okoń

Other key lawyers:

Tomasz Wickel; Tomasz Kwaśniewski; Dawid Brudzisz

Testimonials

Great, very experienced team. Very responsive.’

Open minded and flexible approach, with the ability to suggest different options for the client.

Szymon Okoń, shining star on the Polish legal market. One of the most experienced new generation lawyers with a commercial approach.’

Tomasz Kwaśniewski is a very good, still young specialist. We found his expertise much deeper than other advisors but he was also always solution oriented and open minded. From the first moment during our initial meeting we knew that we could trust his expertise.’

BWHS Wojciechowski Springer i Wspólnicy

BWHS Wojciechowski Springer i Wspólnicy is dedicated to advising venture capital and seed funds from Poland and Italy, particularly those active in the new technologies sector. Leading the group are partners Dariusz Bucior, who focuses on venture capital funds and investment agreements in addition to commercial and corporate matters, and Katarzyna Miłek, who focuses on fund transactions.

Crido Legal

Crido Legal's team has experience in advising international and Polish clients on portfolio reorganisations and fund transactions, with the ability to leverage the firm's strong tax expertise. Mateusz Baran leads the team, which includes fellow company and business law expert Michał Klimowicz; restructuring specialist Marzena Lau; and investment fund-focused Katarzyna Żółcińska, who has particular expertise in the real estate sector.

Practice head(s):

Mateusz Baran

Other key lawyers:

Michał Klimowicz; Marzena Lau; Katarzyna Żółcińska

Key clients

Atrium European Real Estate

mAccelerator

Hines Polska

Immofinanz AG

Klepierre S.A.

Raiffeisen

KRUK S.A.

OCTAVA

Work highlights

  • Advised Klepierre, a real estate investment fund operating in Poland, on its investments
  • Advising Hines Polska and asset companies on a wide range of corporate matters
  • Advised Atrium on complex issues connected with its structure.

Lesnodorski, Slusarek & Partners

Lesnodorski, Slusarek & Partners is geared towards advising investment funds and their companies on regulatory issues, fund establishment and operation, as well as assisting entities managing alternative investment companies. Co-founder Bogusław Leśnodorski is known for advising on venture financing across Poland, Russia, Ukraine and Belarus. The group is led by Krzysztof Laskowski and transactional expert specialising in private equity and venture capital investments.

NGL Legal

NGL Legal assists clients with the structuring, incorporation and operation of investment vehicles, with experience in close-end funds, alternative investment companies, securitisation and family funds. The team is able to provide a full service, with tax, regulatory and corporate governance capabilities. Jointly leading on investment fund matters are Tomasz Ciećwierz and Grzegorz Godlewski.

PwC Legal Zelaznicki sp.k.

At PwC Legal Zelaznicki sp.k., lawyers provide clients with corporate and regulatory advice, with experience in representations before the financial supervision authority. The group benefits from the firm's wider consultancy capabilities, which add expertise in funds regulations, compliance, tax, accountancy and business advisory issues. The practice is led by Wojciech Trzciński and includes counsel Filip Brach.

Practice head(s):

Wojciech Trzciński

Other key lawyers:

Filip Brach

Key clients

Skanska Commercial Development Europe sp. z o.o.

Skanska TFI S.A.

Work highlights

  • Advising on the daily operational activities of Skanska TFI – the first investment fund manager created exclusively for the property market, as well as assisting Skanska FIZAN managed by Skanska TFI.