Domanski Zakrzewski Palinka

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.  

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 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.  

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.  

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.  

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.  

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 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 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.  

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.