Domanski Zakrzewski Palinka

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.  

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.  

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.  

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.  

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 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.