Domanski Zakrzewski Palinka

DZP has advised the Semrush group on the acquisition of a majority stake in Polish startup, Brand24, a supplier of proprietary software for online reputation protection and content monitoring.  Semrush, an American powerhouse offering tools for running and analysing online marketing, has for the past four years also been the owner of the Polish company Prowly, through which it has now purchased 57.6% of shares in Brand24. By acquiring over the shares from the startup’s founders – Michał Sadowski and Piotr Wierzejski – and the funds Larq Capital and Unfold.VC, Semrush has become Brand24's majority shareholder. The total transaction value including the valuation of the purchased shares and earn-out is PLN 55 million.   The merger of the global leader's previous experience in working with Polish projects will support Brand24 in the company's further development, increase access to the global market and significantly expand its client portfolio, while DZP's client will gain a dynamically developing partner and access to its technologies.  "Brand24 is an impressive company with a great product and a great team. We have cooperated as partners for many years and we can't wait to start this new chapter together," said Eugene Levin, President of Semrush.  Comprehensive transaction advice to the buyer was coordinated by Katarzyna Biarda and Maciej Zajda, and the team included: Katarzyna Wójcik, Joanna Róg-Dyrda and Grzegorz Sprawka. A due diligence of the company to be purchased was also carried out by: Margarita Kobojek, Karolina Kulikowska-Gruszecka, Martyna Gruszka, Mateusz Jankowski and Agata Mierzwa.   

Bank Gospodarstwa Krajowego was one of the first state-owned companies, which in mid-September 2024 announced the completion of internal audits covering its activities from 2015 to 2023. This was to be a kind of opening report related to the change of management following the change of government. The audit procedures, most of which were carried out by the Bank's own staff, covered six areas: foundations, marketing, HR, capital investments, internal operations and IT. What attracted particular attention was the almost 100-fold increase in donations made by four BGK foundations – from PLN 1.8 million to PLN 103 million. On this basis, acting on behalf of the BGK Management Board appointed in the spring of this year, lawyers from four DZP practices carried out a review to assess the conduct and liability of members of the bank's management in connection with irregularities involving the foundations. The first stage of the review was of a preliminary nature and covered an analysis of BGK's internal reports and a Supreme Audit Office report of 15 January 2024 and was aimed at assessing whether the breaches identified by BGK could constitute a crime. This stage ended in May with the issuance of an opinion in which DZP's lawyers confirmed the breaches (and potential liability) and recommended further investigation based on source material. Further work culminated in the presentation to the Management Board of a memorandum in which the persons potentially liable for specific breaches were identified and source documents were provided to verify this liability. As a consequence of this in-depth investigation, the DZP team also prepared a report summarising the work, which was delivered on 24 September. The audit was carried out by experts in banking law and advising financial institutions – Magdalena Skowrońska and Paweł Rudolf, advisers on legislation and compliance – Anna Hlebicka-Józefowicz and Gniewomir Wycichowski-Kuchta, labour law – Agata Mierzwa and Justyna Tyc-Brzosko, and litigation lawyers – Rafał Karbowniczek and Małgorzata Karasińska – specialists in criminal business proceedings. As a result of the investigation, on the request of BGK's Management Board, on 16 October Rafał Karbowniczek and Małgorzata Karasińska filed with the District Public Prosecutor's Office in Warsaw a notice of suspicion of crimes having been committed to the bank's detriment covered by Article 258(1) of the Criminal Code, Article 296(3) of the Criminal Code read with Article 12(1) of the Criminal Code, i.e. suspicion of involvement in an organised criminal group and causing damage to the economy by abuse of power.  

DZP has advised Bank Polska Kasa Opieki S.A. in a process to provide financing for the construction of a new, fourth exhibition and congress hall and a 160-room three-star hotel as part of the AMBEREXPO complex. It will be the first venue in Gdansk to accommodate auditorium-style events with a capacity of up to 1,000 people. The hall, with an area of almost 4,000 square metres, is due to be put into use in July 2025. The hotel is scheduled to open in 2026. The financing provided to Międzynarodowe Targi Gdańskie by Bank Pekao will support the company's ability to organise trade fair and congress events in Gdańsk. The facility that will be created due to the cooperation between the two entities will also be designed for television and film production, thus contributing to the economic development of the city and the region. The transaction was handled by DZP lawyers from the infrastructure financing and debt issue team: Rafał Grochowski, Partner, Monika Knothe-Pierwienis, Senior Associate, and Joanna Sępkowska, Senior Associate. Our advisers were responsible for preparing and negotiating all the financial documentation for the transaction between Bank Pekao S.A. and Międzynarodowe Targi Gdańskie S.A.  

With DZP's support, our client Bank Pekao S.A. signed an agreement with Wrocław Airport under which the bank will carry out a long-term bond issue worth PLN 550 million to finance the expansion of the airport's current infrastructure and to build new infrastructure. The agreement is a continuation of the 2011-2013 programme under which Wrocław Airport raised PLN 230 million from a bond issue to build a new terminal. The current investment involves both expansion and the purchase of airport machinery and equipment, which will increase capacity and passenger comfort and improve the standards of airport services. DZP's involvement covered the structuring of the transaction and the comprehensive preparation of the issue documentation, including the agreement under which the bank will structure the issue with a repayment date in 2043. The project was handled by DZP experts from the Capital Markets & Financial Institutions Practice: Rafał Grochowski, Partner, and Monika Knothe-Pierwienis and Joanna Sępkowska, Senior Associates.  

DZP has advised Eko-Operator in a process to obtain a permit to operate a deposit scheme. Under a decision issued by the Minister of Climate and the Environment on 28 August 2024, DZP's client became the fourth operator of this scheme in Poland, appointed by REMONDIS Polska, a provider of recycling, municipal and water management services on the Polish market since 1992. Among its responsibilities as a deposit scheme operator, Eko-Operator lists the collection of packaging for recycling, the transport of waste to collection centres and recovery and recycling facilities, the clearing of deposits, the financing of deposit payments to end users, and the financing of the costs of collecting packaging and packaging waste by outlets covered by the scheme. The deposit scheme will apply in Poland from 1 January 2025. Its implementation is based on the so-called Deposit Act of 13 July 2023 under which a deposit will be charged on the sale of glass bottles, metal cans and plastic beverage bottles, which will be returned to end users without them having to show proof of purchase. The deposit scheme will cover the entire country. The client was advised by lawyers in DZP’s environmental protection team, Daniel Chojnacki, Partner and head of the team, together with Klaudia Skubiszak and Mateusz Glinka.  

Lawyers from the Corporate and M&A Practice have advised Renta Group, an international construction equipment rental chain,on the acquisition of 100% of shares in Caro Design, a Polish company that rents out construction containers and modular buildings. Caro Design provides services involving the rental of modules for social and office, residential, sanitary, construction and storage purposes throughout Poland and in Central and Eastern European countries. This is yet another Renta Group transaction on which DZP has advised and which is a continuation of the company's long-term business development strategy in Europe. The acquisition of Caro Design is our client's next step in creating a comprehensive service offer. The transaction gives the Renta Group access to a modern fleet of around 2,000 modular buildings and the knowledge of experienced experts. For the Polish company, this is an opportunity for further intensive development and to reach a new group of customers. We supported our client at every stage of the transaction, from conducting a due diligence, through the preparation of transaction documentation, including the share purchase agreement, to transaction completion. The client was advised by: Jarosław Przybylski, Partner, Piotr Andrzejczak, Partner, Zuzanna Popielarz, Associate, Aleksandra Stelmach-Ruta, Associate from the Corporate and M&A Practice, Łukasz Górzny, Senior Associate from the Labour Law and Social Security Practice, Michał Nita, Associate from the IP&TMT Practice, and Julia Łysik, Associate from the Real Estate Practice.  

Lawyers from DZP have advised Auchan Polska and SCA PR Polska on setting up a purchasing group to negotiate the terms for the purchase of own,national and international brands of food and non-food products with selected suppliers. The Competition and Consumer Protection Office approved the applications filed on 24 May 2024 and issued clearance for the concentration, enabling the creation of a purchasing alliance between the two companies. As a result, a new entity will be established to represent the retail chains in discussions with FMCG suppliers. “We very much welcome the Competition and Consumer Protection Office President's decision. We are confident that the partnership cooperation will have a positive impact on the development of the market, will bring benefits to all parties, primarily to Polish consumers, who will gain access to a wide range of products at even more favourable prices allowing them to manage their household budgets more efficiently. Protecting the purchasing power of Polish customers has been at the centre of our attention for years. The current purchasing alliance is yet another element in the implementation of Auchan's policy in this area.” said Alexandre Saussard, CEO of Auchan Polska. DZP's involvement in the creation of this purchasing alliance covered all legal and tax aspects. Jarosław Łukawski and Jan Siesicki from the Competition Law Practice were responsible for obtaining Competition and Consumer Protection Office clearance for the transaction. Transaction and corporate advice was provided by Jakub Wieszczeczyński, Przemysław Lach and Michał Kostka, while in the tax area, the clients were supported by a team headed by Joanna Wierzejska and Jan Czerwiński. Labour law issues were handled by Łukasz Górzny.  

We reported on the case of the Reformed Catholic Church (RCC) back in November 2022, when, as a result of the arguments put forward by DZP,the Voivodship Administrative Court (VAC) in Warsaw ordered a stay of enforcement of the appealed decision of the Minister of Internal Affairs and Administration finding the RCC's entry in the Register of Churches and Other Religious Associations invalid, and then overturned the decision in October 2022. The case began in July 2020. At the time, Zbigniew Ziobro, then Attorney General, lodged an objection with the Minister of Internal Affairs and Administration against the RCC being entered in the Register of Churches and Other Religious Associations. The Church had at that time already been listed in the Register for about six months. The prosecutor based his objection on potential members of the RCC being at risk of taking action as a result of a mistake as to the actual forms of religious life, the Church's methods of operation, its aims, sources and doctrinal principles or religious rites. At issue here was primarily that the RCC allowed the marriage of homosexual couples. Following the Attorney General's objection, on 15 September 2020 the Minister of Internal Affairs and Administration issued an administrative decision invalidating the RCC's registration, citing Article 18 of the Polish Constitution (“Marriage as a union between a man and a woman, family, motherhood and parenthood are under the protection and care of the Republic of Poland”). According to the then Minister of Internal Affairs and Administration, Mariusz Kaminski, the decision to register the Church had allegedly been taken in gross breach of the law. Despite an application being filed for the case to be reconsidered and for the Human Rights Ombudsman, who at the time was Adam Bodnar, to join the case, the Ministry of Internal Affairs and Administration upheld its decision finding the “rainbow church's” entry in the Register of Churches and Other Religious Associations invalid. In January 2021, Rafał Karbowniczek, Partner, and Małgorzata Karasińska, Associate, experts in criminal law – acting pro bono on behalf of the RCC – filed an appeal with the VAC in Warsaw with an application to stay the enforcement of the appealed decision. In the appeal, our lawyers stressed that the authority had to date registered religious associations which allowed polygamy, lack of equality of spouses in marriage and divorce by a unilateral declaration of intent, despite these principles not being in line with generally applicable provisions. As a result of the arguments put forward by DZP, the VAC in Warsaw first issued a decision staying enforcement of the appealed decision and then, on 13 October 2022, overturned the decision of the Minister of Internal Affairs and Administration, which allowed the RCC to continue to operate. The Minister of Internal Affairs and Administration and the Public Prosecutor at the Polish Public Prosecutor's Office decided to file last resort appeals against the October 2022 judgment, which the Human Rights Ombudsman did not agree with and applied for the appeal filed by the Public Prosecutor at the Polish Public Prosecutor's Office to be dismissed. This resulted in the last resort appeal being withdrawn by the Public Prosecutor at the Polish Prosecutor's Office on 26 February 2024. The case came to an end on 27 June 2024, when the Supreme Administrative Court (SAC) dismissed the MIAA's last resort appeal. In the statement of reasons for its judgment, the SAC confirmed the view expressed by the VAC in Warsaw that the Minister of Internal Affairs and Administration had no grounds for finding that the decision to enter the RCC in the register of churches and other religious associations was a gross breach of the law. The SAC echoed the findings of the VAC in Warsaw that the interpretation of Article 18 of the Constitution is not obvious, and that the Minister's position setting out one of several legal views could not constitute grounds for the decision to enter the RCC in the register being found invalid. The SAC also agreed that marriages performed in the RCC are purely religious in nature. The SAC stressed that these marriages do not have any civil law effects and that the use of nomenclature identical to the Polish Constitution or the Family and Guardianship Code does not change this, while at the same time it does not constitute a gross breach of the law. The SAC confirmed that the RCC had met all the requirements for registration. The Helsinki Foundation for Human Rights, at whose request Rafał Karbowniczek and Małgorzata Karasińska undertook to represent the RCC in the dispute with the then Attorney General and the Minister of Internal Affairs and Administration, also reported on the proceedings and the outcome of the case (https://hfhr.pl/aktualnosci/reformowany-kosciol-katolicki-wygrywa-spor-o-rejestracje).  

Our client, amb software, a Polish company that specialises in creating high-quality software, and REWE digital GmbH formed the joint venture REWE digital Poland based in Zielona Góra. The agreement they have concluded will enable the creation of a state-of-the-art IT competence centre responsible for providing IT services and technological expertise to the German REWE Group, one of the largest retail and tourism groups in Europe. The newly established company will commence operations in the fourth quarter of this year and will develop in parallel with amb software’s current and ongoing business commitments with the REWE Group and other partners. “Over more than 20 years of doing business, amb software has built a recognisable brand in the German IT market. We have close long-standing cooperation with the REWE Group based on trust and high standards. We are proud that we were able to convince our partner to locate a new IT centre in Zielona Góra. I believe that this joint venture will become a catalyst accelerating the technological development of the entire region,” emphasizes Szymon Goniewicz, member of the board of amb software and president of REWE digital Poland. As part of the support provided to the client, our experts rendered comprehensive legal and tax services for the transaction: they advised the client on structuring the transaction, participated in negotiations and prepared documentation enabling it to be completed. Jakub Wieszczeczyński, Partner, Klaudia Bartoszyńska-Kwiatkowska, Senior Associate, and Michał Kostka, Associate from the Corporate and M&A Practice were transactional advisers. Joanna Wierzejska and Adrian Gurec were responsible for tax matters, Jarosław Łukawski advised on antimonopoly procedures and labour law issues were handled by Łukasz Górzny.  

Advice on company law, mergers and acquisitions, including tax advice on M&A transactions and joint ventures, are important areas of our Law Firm's practice.DZP's experts advise on, inter alia, choosing tax-efficient business, investment and transaction structures, in both Polish and foreign structures. As a Law Firm, over the years we have also developed a wide network of contacts with foreign entities through our involvement in international legal organisations, industry associations and bilateral chambers. With this in mind, in order to facilitate the exchange of best practices, we have joined the Luxembourg-Poland Chamber of Commerce. Operating since 2012, the LPCC is the leading bilateral chamber of commerce in Luxembourg with more than 100 members. Its aim is to strengthen business relations and represent the interests of businesses from Poland and Luxembourg. The Chamber organises many initiatives, including conferences and thematic events, in close cooperation with the Embassy of the Grand Duchy of Luxembourg in Warsaw and the Embassy of the Republic of Poland in Luxembourg. The Chamber is thus creating a platform for support and exchange of information and experience between members of the business community from the two countries. At DZP, the cooperation with the Chamber will be coordinated by Joanna Wierzejska, Co-Head of the Tax Practice, Damian Szczygielski, Partner in the Corporate and M&A Practice, and Piotr Parzyszek, Senior Associate in the Capital Markets and Financial Institutions Practice.  

DZP’s client was the company eCapital controlled by Michał Lach, the founder of K2 Internet and co-founder of Audioteka and eTutor,who invested in the listed company Pure Biologics, which specialises in the research and development of biological medicines. This is yet another investment by DZP's client in a biotech company this year, following the acquisition in April – also with DZP's support – of shares in NanoGroup S.A., which we wrote about here. This time our experts supported eCapital represented by Michał Lach in concluding an investment agreement with Pure Biologics concerning the purchase of a stake of over 8% from the main shareholder and the terms of a PLN 5.5 million recapitalisation of the biotech. The funds raised by the transaction will enable Pure Biologics to continue its flagship oncology projects (potential medicines for, among other things, head and neck cancers and soft tissue sarcomas). At the end of last year, the investee biotech received approval from the US regulator to start a phase 0 trial of one of its key medicines and in the middle of this year applied for approval to start a trial of yet another device. These applications will enable the anti-cancer activity of the substances to be tested, which will translate into their commercialisation value. DZP’s legal team composed of Maciej Goszczyk, Margarita Kobojek and Maciej Zajda from the Capital Markets & Financial Institutions Practice finalised all the transaction documentation in record time of just one week.  

DZP, in cooperation with the UK law firm Herbert Smith Freehills, has advised Captain Fresh, an Indian company organising food production and supply chains, in its first acquisition on the Polish market. Our client signed an agreement to acquire Koral, a Polish producer of smoked salmon products, from the private equity fund Abris Capital Partners and the company’s founders. The acquisition of Koral, which offers products under the SuperFish brand, complements Captain Fresh's existing portfolio. It also furthers the group's existing growth strategy, having previously acquired CenSea, a US importer of frozen seafood, and Senecrus, a French shrimp producer and distributor. The whole project was supervised by Bartosz Marcinkowski. The advice provided by DZP's experts – Grzegorz Policht from the Corporate and M&A Practice in cooperation with Daria Dudek and Marcin Kuliński and the UK law firm Herbert Smith Freehills – covered comprehensive legal assistance with the transaction, including preparation of transaction documentation, a due diligence and support in negotiations. The DZP team also advised the client in the context of a tax analysis of the transaction (Joanna Wierzejska and Joanna Kociołek-Zięba) and antitrust procedures (Jarosław Łukawski and Jan Siesicki) and obtaining the required regulatory approvals. In transaction elements concerning real estate, support was provided by Anna Okła-Woźniak and Julia Łysik, labour law aspects by Agata Mierzwa and Zuzanna Gaczyńska, and environmental protection – Daniel Chojnacki and Klaudia Skubiszak. In the area of intellectual property law, the client was advised by Michał Nita and Martyna Gruszka.  

DZP has advised True Global Ventures, a global investment group involved in technology and AI projects, on providing financing to the company Giganci Programowania, a Polish education and technology startup. DZP's client carried out an entire investment round, as a result of which it invested EUR 6.4 million in the project through its TGV 4 Opportunity fund. Although the creators of the programming school conduct their core activities in Poland, they also offer their services on, inter alia, the Spanish, Croatian, Mexican, Chilean, German and Slovakian markets. The investment funds will enable them to further develop their brand and strengthen their position on the international market.  In addition to True Global Ventures, an investment in the company was also made by PortfoLion Capital Partners, a venture capital and private equity fund manager in the CEE region which actively invests in small and medium-sized enterprises in various sectors. Through the Portfolion Regionális Magántőkealap II fund, the entity invested EUR 2.1 million in the Polish project, thereby increasing the originally envisaged level of investment. The advice to TGV which was provided by Katarzyna Biarda, Katarzyna Wójcik and Maciej Zajda, who specialise in venture capital transactions on the venture capital market, included the preparation of the investment agreement and other transaction documentation, as well as support in negotiations and a legal due diligence.  

As part of an international legal team coordinated by US law firm Latham & Watkins, we advised video game publisher Miniclip on Polish aspects of its purchase of 100% of shares in mobile game developer Easybrain. In over 20 years in business, our client has built up an extensive customer base in more than 195 countries and has at least 800 games in its portfolio. In a USD 1.2 billion deal, it has acquired from the Embracer Group a company that develops puzzle games such as Sudoku.com, Nonogram.com and Art Puzzle. The products created by Easybrain were popular with users and generated high advertising revenue, which aligns perfectly with Miniclip's strategic vision of engaging a wide audience of gamers and providing them with a unique entertainment experience. The transaction is expected to be closed in the first months of 2025, once the necessary regulatory approvals have been obtained. The project was handled by a multidisciplinary team of DZP lawyers coordinated by Margarita Kobojek and Maciej Zajda, and composed of Katarzyna Biarda and Maciej Goszczyk from the Capital Markets and Financial Institutions Practice, Katarzyna Zwierz-Wilkocka and Zuzanna Gaczyńska from the Labour and Social Security Law Practice, Michał Nita from the IP&TMT Practice and Julia Łysik from the Real Estate Practice.

DZP has advised the Spanish company Indra Sistemas, a leader in the defence, aviation and technology sectors, in a tender procedure for the supply of 15 state-of-the-art airport surveillance radar systems conducted by the Armaments Agency and in several appeal procedures before the National Appeals Chamber concerning the result of the tender. The contract for the supply of the radar systems was signed on 4 September at the International Defence Industry Exhibition. The contract also covers the execution of the necessary infrastructure, training, and the delivery of technical documentation and logistics packages. The new systems are to replace the current ones, increasing the security of Polish air bases. The equipment is to be used by military airport control and approach control authorities to carry out continuous radar surveillance over airports. It is also to enable cooperation within the allied system, an upgraded version of which is soon to be available to all Polish Air Force airports. The performance of this contract, which meets the high requirements of the Polish Air Force, confirms that Indra is one of the leading global suppliers of military radars and can meet the needs of modern armies. DZP’s advised on procurement aspects and contractual, tax and IP matters, and the client was supported by a multidisciplinary team led by Katarzyna Kuźma, Partner in the Infrastructure and Energy Practice. The team included Michał Gajdek and Wojciech Hartung from the public procurement team and Beata Cieszyńska and Paulina Siewielec-Przychodzeń specialising in defence and space industry. Jan Czerwiński and Renata Łapińska were responsible for tax matters, and Karolina Kulikowska-Gruszecka and Martyna Gruszka advised on intellectual property law and new technologies.  

We are pleased to announce that, at the beginning of January, Grażyna Kuźma, Counsel, joined the Real Estate Practice headed by Lech Żyżylewski. Grażyna is a legal adviser with many years' experience gained in working with Polish and international clients. She specialises in real estate law, infrastructure projects (focusing particularly on construction and spatial planning law), commercial financing and M&A transactions. She has also advised clients for many years on syndicated loans, sale and leaseback transactions, and in negotiating agreements relating to commercial property management. By returning to the team of DZP experts, Grazyna will strengthen our advice in the area of real estate, thereby enabling us to meet our clients' business objectives even more effectively.  

We are pleased to announce that, at the beginning of December, Paweł Żelich, attorney-at-law with many years' experience in working with Polish and foreign investors, joined the team of our Law Firm's Partners. As Head of the German Desk, he will be responsible for building and developing relations with clients from German-speaking countries. Paweł specialises in providing comprehensive legal advice on real estate transactions and construction projects in various sectors of the economy. He supports clients in structuring foreign investments in Poland and in commercial contracts. He also has extensive experience in regulatory advice, with special focus on environmental protection law and energy sector projects. He also represents clients in litigation, arbitration and administrative disputes, particularly concerning real estate, construction projects and foreign investments. Paweł will be one of the Partners responsible for developing international relationships. We are confident that his expertise and dedication will enable us to enhance our cooperation with foreign partners and provide even more effective support to our clients in achieving their business objectives.  

DZP experts have advised the Spanish technology company Hiberus in a strategic transaction involving the acquisition of the Polish company Hirely.This is a significant step in Hiberus's development and strengthens its position on the European technology market. Hiberus is a fast-growing technology company from Spain, specialising in innovative IT solutions, digital transformation and technology consulting. Its international expansion is a response to the growing demand for comprehensive technology services. Our team of experts provided comprehensive legal assistance throughout the transaction, starting with the due diligence analysis of the target company, through the negotiation of transaction documentation and concluding with support during the closing and the registration of completed actions in the National Court Register (KRS). The legal advisers in their latest transaction were experts from the Corporate and M&A Practice: Paweł Pioruński, Filip Krężel, Aleksandra Oślizło. Also involved in the project was José Luis Villacampa Varea, Co-head of the Spanish Desk Team.  

In cooperation with the Iberian law firm Uría Menéndez, the DZP team has advised Glomak, a Portuguese company,on the purchase of a 100% stake in a Polish family-owned business which sells construction machinery and equipment and provides servicing. DZP's client is a leader in innovative solutions for public works, civil construction, mining, forestry and recycling. Among other things, it sells and hires out construction equipment and industrial machinery. The company purchased by Glomak, Grausch i Grausch Maszyny Budowlane, has been supplying high-quality construction machinery and equipment for over 20 years. The Polish company's product range also covers the hire and sale of used machinery, and also servicing. The acquisition of Grausch i Grausch Maszyny Budowlane has enhanced Glomak's existing portfolio. The advice provided by DZP experts from the Corporate and M&A Practice – Marcin Kulinski, Hubert Kawalek and Maria Piechota – covered comprehensive legal assistance with the transaction, including preparing the transaction documentation, carrying out a due diligence and support in negotiations. The entire project was supervised by Bartosz Marcinkowski and Sylwia Kuca. The DZP team also advised the client on concentration procedures and obtaining the required regulatory approvals (Jarosław Łukawski and Jan Siesicki), real estate matters (Anna Okła-Woźniak and Łukasz Mulczyk), Polish aspects of labour law (Katarzyna Zwierz-Wilkocka and Zuzanna Gaczyńska), and environmental protection (Daniel Chojnacki, Klaudia Skubiszak and Tymon Grabarczyk). The client was advised on intellectual property law by Michał Nita and on personal data protection by Mateusz Jankowski.  

In cooperation with Latham & Watkins, a leading global law firm, DZP is advising on Polish aspects of Protective Industrial Products' acquisition of Honeywell Group companies: Honeywell Services Poland sp. z o.o.  and Honeywell sp. z o.o. At this stage, the project has involved the preparation and signing of a purchase agreement. The transaction represents a key step for our client in strengthening its leading position in the personal protective equipment industry and in expanding its global product portfolio. “We are delighted to welcome these brands, capabilities and new employees into PIP with the acquisition of Honeywell’s PPE Business, which is highly complementary to our business. The combination of our expanded portfolio of brands and enhanced geographic reach will enable us to offer more growth opportunities for our valued customers around the world.” - said Curt Holtz, President and CEO of Protective Industrial Products. A team of DZP experts is involved in the project and is responsible for providing comprehensive advice on Polish aspects of the transaction, including carrying out a due diligence and providing support during negotiation of the transaction documentation. The transaction is being handled by Katarzyna Biarda, Margarita Kobojek and Maciej Zajda from the Capital Markets and Financial Institutions Practice, while Tymon Grabarczyk from the Infrastructure and Energy Practice, Katarzyna Zwierz-Wilkocka from the Labour and Social Security Law Practice and Anna Okła-Woźniak from the Real Estate Practice were also involved in the due diligence.  

In international cooperation with the law firm Latham & Watkins LLP, DZP has advised a company in the Ares Management Corporation group– a global leader in alternative investment management specialising in loan, real estate, private equity and infrastructure assets. Ares has concluded an agreement to acquire part of the international business from the GLP Capital Partners Limited group, a world leader in alternative asset classes such as logistics assets, and infrastructure and renewable energy investments. The transaction was valued at USD 3.7 billion and the agreement provides for the possibility of an additional consideration of USD 1.5 billion, subject to the achievement of certain performance indicators. The transaction will strengthen Ares Real Estate’s position as one of the largest integrated global platforms and will almost double the value of the assets managed to approximately USD 96 billion in North America, Europe, Asia and Latin America. The transaction is expected to be finalised in the first half of 2025, once regulatory approvals have been obtained and other contractual conditions have been met. Our experts provided support in the area of Polish law. Marcin Kuliński, Daria Dudek and Grzegorz Policht from the Corporate and M&A Practice led by Bartosz Marcinkowski and Sylwia Kuca carried out a due diligence of selected Polish assets and provided support with the purchase agreement. In the area of labour law, the client was comprehensively advised by Agata Mierzwa and Katarzyna Zwierz-Wilkocka from the Labour and Social Security Law Practice, who carried out a labour law due diligence and provided support in pre-closing activities, including advice on setting up a new contract system. The entire project was supervised by Katarzyna Zwierz-Wilkocka.  

In an international cooperation with the law firm Mills & Reeve LLP, we have advised a company in the BAE Systems group on the acquisition of a 100% stake in Kirintec Limited. Our client, a leading global company in the aerospace and defence industry, has acquired the UK company Kirintec, which specialises in providing advanced solutions to protect against cyberattacks and electromagnetic interference and in the development of counter unmanned aerial systems. The technology developed by Kirintec not only protects military platforms and personnel from attacks, but also minimises potential losses. The transaction brings the company into the BAE Systems Digital Intelligence structure, enhancing our client's portfolio with integrated solutions in the security sector. At the same time, the perfectly complementary competences and capabilities of the two companies will help meet the defence industry's increasing demand for solutions that reduce the risk of casualties and failures in military operations. The entire project was supervised by Bartosz Marcinkowski and Sylwia Kuca. DZP experts Marcin Kuliński and Maria Piechota from the Corporate and M&A Practice were responsible for carrying out a due diligence of the target company’s Polish assets and provided assistance with post-closing activities. In concentration and antitrust procedures, the client was also supported by Marta Balcerowska from the Competition Law Practice.  

At the beginning of April, Piotr Gogol, an attorney with many years' experience in competition and antitrust law, joined DZP as a Partner. He took up the position of Partner and Head of the Competition Law Practice, enhancing our capabilities in compliance, proceedings before competition authorities and litigation. Piotr specialises in proceedings before the President of the Competition and Consumer Protection Office, including those involving merger control, abuse of a dominant position, contractual advantage, restrictive agreements, payment backlogs and breaches of collective consumer interests. Together with his team, he will also represent clients in court proceedings in the field of antitrust law. Piotr brings to DZP many years' experience in handling complex cases and a strategic approach to regulatory risk management. This is an important asset for our clients who operate in a demanding legal environment, are planning to grow through acquisitions or wish to effectively safeguard their interests in their dealings with regulators. We are confident that Piotr's presence among our Partners will strengthen our practice's position and enable us to be even more effective in meeting market challenges.

In response to the evolving needs of companies operating on the Polish and French markets, the DZP Law Firm is launching a French Desk – a dedicated team of lawyers offering comprehensive legal support to French companies operating in Poland and Polish businesses implementing projects in France. DZP has been successfully advising foreign clients on international legal projects for many years, supporting them at all stages of their operations. The creation of the French Desk is another step in strengthening economic relations between Poland and France and a response to the growing demand for legal services tailored to the specific nature of both markets. “Understanding the French market requires awareness not only of the law, but also of business culture and market practices, as well as fluency in the language. Our French Desk combines all these capabilities, enabling us to offer our clients comprehensive support at the highest level,” says Krzysztof Zakrzewski, DZP's Managing Partner. Work in this area will be coordinated by Wiktoria Kuczkowska, who works for DZP from Paris. She will be supported, especially at the initial stage in establishing relations and cooperation with the market, by José Luis Villacampa Varea, who has extensive experience in this field. “A close proximity to the French market and an understanding of local conditions mean we can provide comprehensive advice to our clients, adapting solutions applied in France to the specific nature of the Polish market. We support our clients in achieving their business objectives, being fully aware of legal, language and cultural differences,” says Wiktoria Kuczkowska, French Desk Coordinator. Thanks to the cross-practice cooperation at DZP, the French Desk is able to provide comprehensive and interdisciplinary support in the implementation of cross-border projects – regardless of the industry or sector in which our clients operate. DZP supports clients across all key areas of legal advice, including: company law and M&A transactions, regulatory and compliance advice, labour law, infrastructure and energy, intellectual property (IP), life sciences, real estate, tax advice, insurance, dispute resolution and litigation. The creation of the French Desk is DZP's next step in strengthening business relations between Poland and France and a response to the needs of clients operating on dynamically evolving European markets.

We are pleased to welcome Soo Youn Kim as the new Co-Head of Korean Desk at DZP.  With over 25 years of international experience, Soo Youn has advised Korean companies at leading global and European law firms. She also served as Head of Legal for the UK arm of a major Korean conglomerate. As a dual-qualified lawyer, she brings extensive expertise in corporate and cross-border transactions, supporting Korean investors across key sectors such as real estate, energy & infrastructure, life sciences, and consumer goods. Soo Youn’s deep understanding of Korean businesses and corporate culture, combined with her international experience, will be invaluable to Korean companies looking to enter or expand in Poland and other Central and Eastern European countries. She holds an LLB from City University of London and an undergraduate degree from Seoul National University. A native Korean speaker, she is also fluent in English and Italian. We are excited about this new chapter for our Korean Desk and look forward to strengthening our support for Korean businesses in the region.

DZP has advised SAS Institute on the sale and leaseback of a five-storey office building in Warsaw. The buyer of the property is a development company listed on the Warsaw Stock Exchange. SAS Institute is a global leader in business analytics and the largest independent developer of Business Intelligence software for firms in various economic sectors, including banking, insurance, telecommunications, energy, pharmaceuticals and public administration. DZP's advice covered supporting the client during a due diligence carried out by the buyer, negotiating a draft property sale agreement, preparing key transaction documents including a letter of intent, a leaseback agreement for the property and agreements on the conversion of lease agreements into sublease agreements. The client was supported by experts from the Real Estate Practice – Hubert Plater-Zyberk, Counsel, and Julia Łysik, Associate, who specialise in transactions involving the lease, purchase and sale of office, logistics and manufacturing space and in development projects.

DZP, in cooperation with bpv Braun Partners and Watson Farley & Williams, has successfully advised the Czech-based CREDITAS Group on its acquisition from Infracapital Partners of a 100% stake in DUON, one of Poland’s largest private gas distributors. This strategic acquisition strengthens CREDITAS Group’s position as a leading investor in the Central European energy market. CREDITAS, recognized for its focus on long-term investments in financial services, energy, and real estate, has significantly enhanced its portfolio with DUON. The company owns over 800 kilometres of gas pipelines and operates 12 networks connected to Poland’s national gas grid. DUON’s infrastructure also includes a fleet of 24 LNG-based cryogenic trailers and 20 gas regasification stations. The energy group supplies gas to more than 11,000 customers across Poland. The seller, Infracapital Partners, is part of the infrastructure investment division of UK-based M&G Plc. DZP’s team provided comprehensive legal advice on Polish aspects of the transaction, including drafting transaction documentation, conducting a due diligence and assisting with negotiations. The transaction team was led by Marcin Krakowiak, Partner and Head of the Infrastructure and Energy Practice, while the banking team was led by Magdalena Skowrońska, Partner, and Tomasz Kalicki, Senior Associate, from the Capital Markets and Financial Institutions Practice. Marcin Krakowiak commented on the transaction: "We extend our heartfelt congratulations to our client, CREDITAS Group, as well as DUON Group and Infracapital Partners, on their successful transaction. I would also like to express my gratitude to our exceptional team at DZP, and to our colleagues at bpv Braun Partners, who expertly led the transaction, as well as Watson Farley & Williams, for their outstanding cooperation and professionalism throughout the process." To learn more about the transaction, please visit CREDITAS Group’s website.

Experts from the Tax Practice have obtained a positive opinion from the Head of the National Revenue Administration on a reverse cross-border merger of a Polish company (target company) with a Spanish company (acquiring company). This was one of the first opinions of this type issued by the Head of the NRA after amendments to the regulations introducing the requirement to obtain such opinion in order to carry out cross-border restructuring. Moreover, it was issued in a very short period of time by Polish standards – within only two months from submission of the application. The point of this opinion is, inter alia, to confirm that, in the view of the Head of the NRA, the merger is carried out for legitimate economic reasons. The opinion obtained therefore signifies the Head of the NRA's acceptance of the model and methodology developed by DZP's experts for drawing up the justification for this type of transaction. The head of the NRA also confirmed the interpretation proposed by DZP of the regulations on how to qualify the income of shareholders of a target company in the event of cross-border restructurings. This allowed them to be ultimately exempt from taxation, also with regard to the regulations on the taxation of unrealised gains (so-called exit tax). The project was handled by advisers from the Tax Practice, who provided support throughout the process: Joanna Wierzejska, Grzegorz Sprawka, Marianna Ćwiklińska and Dominika Ołubek.

The Tax Practice has successfully represented a chain involved in the retail sale of, inter alia, bread, biscuits, sandwiches and ice cream. The company applied for a number of binding rate information, wishing to confirm the applicability of the 5% VAT rate to a selected range of goods. For several products (purchased from an external supplier), the Director of the National Tax Information Office upheld the company's position and confirmed the correctness of applying the 5% VAT rate. However, regarding sandwiches made on-site and placed in a refrigerated counter for sale, and ice cream sold by the scoop, the NTIO Director concluded that the supply of goods should be classified under section 56 of the Polish Classification of Goods and Services 2015 and consequently be subject to the 8% VAT rate. The dispute concerned the so-called new VAT rate matrix, therefore the legal regime applicable from 1 July 2020. The Voivodship Administrative Court in Gliwice partially agreed with the company and partially with the NTIO Director. As regards sandwiches made on-site, it upheld the applicant company's view, while with regard to ice cream it shared the position of the NTIO Director. On 18 December 2024, the Supreme Administrative Court, as a result of a last resort appeal prepared by DZP's Tax Practice, overturned the judgment of the VAC in Gliwice and the 2nd instance decision of the NTIO Director in the ice cream case and dismissed the authority’s last resort appeal in the sandwich case. The SAC pointed out that in both cases there were no services supporting the supply of goods, and therefore such sales should not be treated as services related to food, classified under section 56 of the Polish Classification of Goods and Services. According to the SAC, in the case of ice cream, the mere portioning and scooping and the serving of the ice cream to the buyer is not processing of the product as a result of which the ice cream becomes fit for direct consumption (case no. I FSK 88/22). In the case of sandwiches, however, the SAC pointed out that they are not made on an individual client's order, but are a product composed in a specific, fixed way, sold like any other product. In the SAC's view, in this case too, no additional services are performed that would differentiate the sale of sandwiches in a bakery from the sale of sandwiches in markets or other retail outlets (case no. I FSK 557/22). The key adviser in the case and counsel before the SAC was attorney-at-law Jan Czerwiński, who was supported by attorney-at-law Artur Nowak, tax adviser Renata Łapińska and Dawid Biedrzycki from the Tax Practice. This judgment is extremely important not only for DZP's client, but also for other entities selling similar products, as it is one of the first SAC judgments concerning food products and VAT rate, rendered in relation to the currently applicable legal regime, i.e. the new VAT rate matrix.

A highly regarded international academic journal, the International Journal for the Semiotics of Law, has published an article by Gniewomir Wycichowski-Kuchta, a legislator and expert in the Regulatory Affairs, Legislation and Compliance Practice, in which the author analyses decisions handed down by the Constitutional Tribunal in cases relating to the reprivatisation of Warsaw real estate. In the article, our expert recalls that, in the absence of an appropriate privatisation law, which was supposed to appear after 1989, the Warsaw authorities decided to return pre-war real estate in all cases in which the Bierut Decree was breached. According to the author of the analysis, the failure to regulate this issue as part of a comprehensive legal solution opened the way for breaches and meant that the whole process could generate a great deal of public controversy. Gniewomir Wycichowski-Kuchta, Associate, presents the results of the study, the main objective of which was to analyse and assess the argumentation strategies adopted by the judges of the Constitutional Tribunal in reprivatisation cases and to discuss changes in the case law over more than 30 years. Given the Constitutional Tribunal's position in the Polish legal system, these decisions have an extremely significant impact on the shaping of the socio-political situation. The article, which is an analysis of the study carried out, is published in English in open access on the publisher's website Springer.

LOT Polish Airlines, represented by lawyers from the DZP Law Firm, has achieved a major success before the Court of Justice of the European Union. On 2 April 2025, the Court dismissed an action brought by Ryanair in Case T-398/21 challenging the legality of State aid granted to PLL LOT by the Republic of Poland in the context of the COVID-19 pandemic. Like many other European airlines, PLL LOT received State aid to mitigate the negative effects of the pandemic. In December 2020, the European Commission issued a positive decision approving State aid for the Polish carrier of a total of PLN 2.9 billion. The support package included a loan at a preferential interest rate granted by the Polish Development Fund (PLN 1.8 billion) and a capital injection of EUR 250 million (as we previously communicated). In July 2021, Ryanair DAC and Ryanair Sun brought an action before the General Court of the European Union for annulment of the European Commission's decision approving State aid for PLL LOT. The pleas in law raised by the appellants included the alleged lack of a proper analysis of the nature and proportionality of the support granted. The Court did not agree with Ryanair’s position and dismissed the action in its entirety, stating that the Commission's decision complied with European Union law. PLL LOT was represented by Marcin Krakowiak, Partner in DZP. Also involved in the case were Anna Glapa, who cooperates with DZP, as well as Tomasz Zielenkiewicz and Aneta Włoszek, who specialize in advising on state aid for entities from the transport sector.

Experts from the Corporate and M&A Practice have advised the Korea International Trade Association (KITA) in setting up the Korean Chamber of Commerce in Poland. The following DZP lawyers were involved in the work on the initiative: Sylwia Kuca, Katarzyna Kuźma, Marcin Kuliński and Daria Dudek, and at the inaugural meeting of the Chamber, held on 16 December 2024 in Warsaw, DZP was represented by Grzegorz Policht and Karolina Popowska. Over the past few months, in cooperation with KITA representatives, the DZP team has worked intensively on establishing the Chamber, which now has more than a hundred members, advising on the development of the Chamber's statutes as well as the founding and registration documentation. Our experts on DZP’s Korean Desk, under the leadership of Katarzyna Kuźma and with the assistance of BD Manager Marlena Janiszewska, have for several years effectively supported the development of Korean companies in Poland, having regard to the specific nature of the Korean business culture. The opportunity to work on this project is proof of the successful cooperation and extensive involvement of DZP's experts in meeting the expectations and business objectives of our Korean clients.

DZP advised Çalık Renewables on the acquisition of a 255 MW portfolio of operational photovoltaic farms, marking the group’s first renewable energy investment in Poland. DZP advised Calik Renewables on the acquisition of a portfolio of operational photovoltaic farms with a total installed capacity of 255 MW from the PAD RES Group. This transaction represents Çalık Renewables’ first investment in renewable energy in Poland and a significant step in the implementation of Çalık Renewables’ long-term growth strategy in the European market. The transaction covered a portfolio of photovoltaic projects located in Sztum and Stargard, in the Pomeranian and West Pomeranian regions of Poland. The installations are fully operational and generate more than 270.000 MWh of electricity annually. Following completion of the transaction, the PAD RES Group will continue to provide asset management services. At the same time, the parties entered into a cooperation agreement covering the development of energy storage projects and wind farms implemented under a cable pooling model. DZP’s team provided Çalık Renewables with comprehensive legal advice on this multi‑layered transaction, including M&A, infrastructure and energy law, contractual, environmental, financial, tax and state aid matters. The project was led by Marcin Krakowiak, Partner and Head of the Infrastructure and Energy Practice, supported by a multidisciplinary team.  

DZP lawyers have advised the Budimex Group on raising PLN 63.7 million in financing from mBank for the construction of a 21 MW photovoltaic farm in Wymysłów. DZP experts have advised the Budimex Group on raising financing for a photovoltaic project, a 21 MW PV farm located in Wymysłów, in the municipality of Mszczonów (Mazowieckie voivodship). The financing, totalling PLN 63.7 million, will be used for the development, construction and operational phase of the facility. The project involves the installation of over 33,000 photovoltaic panels and was designed in an innovative east-west layout, which allows for more even use of solar radiation throughout the day and a more stable energy production profile. The investment is another component of the Budimex Group's strategy in the area of renewable energy sources and the development of its own generation portfolio. DZP lawyers provided comprehensive legal advice to the borrower throughout key stages of the transaction. Advice on financing was provided by the Capital Markets and Financial Institutions Practice, led by Magdalena Skowrońska, Partner, with the participation of Tomasz Kalicki and Magdalena Ślepowron-Łukaszewicz. Design and energy aspects were handled by a team headed by Marcin Krakowiak, Partner and Head of the Infrastructure and Energy Practice, with support from Anna Konopka, Bartosz Stań and Filip Sobociński.  

The comprehensive legal advice included negotiating documentation and the phased closing of the sale of the logistics facilities portfolio. DZP lawyers supported DM Invest in the sale to the French Alderan group of a portfolio of three modern last mile logistics centres built for InPost. The total area of the facilities covered by the transaction was approximately 18,000 m². This was Alderan's first investment on the Polish market. The comprehensive advice covered assistance to the client at all key stages of the project, from supporting the client in a due diligence process conducted by the investor, through negotiation of the transaction documentation, to completion of a three-stage transaction closing. The client was provided with transaction advice by a DZP team – from the Corporate and M&A Practice, Marek Świątkowski, Partner, and Joanna Fasula, Senior Associate, were involved in the project, and from the Real Estate Practice, Anna Okła-Woźniak, Partner, Łukasz Mulczyk and Julia Łysik, Associates. Advice on intellectual property matters was provided by Martyna Gruszka and Michał Nita, Associates in the IP&TMT Practice.  

A DZP team has advised the investor on matters of Polish law and carried out a due diligence in a transaction that is to strengthen the investor's presence in the agricultural commodities sector. Hartree Partners has finalised the acquisition of the Touton Group, which operates in the agricultural commodities trading sector. Experts from the Corporate and M&A Practice – Sylwia Kuca and Bartosz Marcinkowski, supported by Marcin Kuliński and Daria Dudek – advised Hartree Partners on matters of Polish law and carried out a due diligence. Founded in 1848, the Touton Group is one of the most recognisable players on the cocoa, coffee, vanilla and spice trading market. It operates across multiple jurisdictions, including Poland. The transaction is expected to strengthen Hartree Partners' presence in the agricultural commodities segment through the acquisition of a company with a strong market position. The advice was provided in cooperation with the Herbert Smith Freehills Kramer law firm.  

The transaction involved DomData, a company developing a proprietary low-code platform used by financial institutions to automate key business processes. DZP experts have advised a Kulczyk Investments group company as the acquirer of a majority stake in DomData, one of Poland’s leading providers of technologies supporting business process automation and the digital transformation of financial institutions. DomData is a specialised provider of technological solutions for the digitalisation of business processes based on its proprietary “Ferryt” low-code platform. The company has for years been one of the leaders in banking technology in Poland and is an essential partner for financial institutions implementing transformation projects. The transaction will enable Kulczyk Investments Group to support DomData's further development, scaling of operations and product expansion. DZP’s advice included comprehensive support in the M&A process, from a due diligence, through the preparation of transaction documentation, negotiations, obtaining clearance from the President of the Competition and Consumer Protection Office, to transaction closing. The work was carried out by lawyers from the Corporate and M&A Practice, Paweł Pioruński, Joanna Fasula, Bartosz Saładyk and Łucja Bałkowiec-Iskra, with the support of Piotr Gogol, Jerzy Kapitańczuk and Aleksandra Ziemnicka-Ratajczak in competition law matters, Karolina Kulikowska-Gruszecka in the field of intellectual property, Katarzyna Zwierz-Wilkocka and Wiktoria Kokoszka in the field of labour law, and Joanna Wierzejska and Tomasz Leszczewski in tax matters. The investment strengthens Kulczyk Investments' engagement in the sector of technologies supporting key business processes and affirms its long-term strategy of investing in scalable solutions for the financial sector.