On September 12, the European Commission: Directorate-General for Taxation and Customs Union published a list of members of the VAT Expert Group that will participate in the work of the EU institution over the next three years. B2RLaw is listed as one of the members.
B2RLaw is among 33 organizations appointed by the Directorate-General for Taxation and Customs Union as members in the VAT Expert Group. The task of the group of experts will be to advise the European Commission on legislative proposals and the interpretation of regulations. B2RLaw’s lawyers have been elected for a 3-year term, during which they will cooperate with representatives of companies such as Zalando, Procter & Gamble, Deloitte and KPMG.
”At B2RLaw, we believe that Poland’s place lies at the heart of the European Union, therefore, the very fact that our law firm has been selected means a great deal to us and is a fantastic honour. As lawyers, we are of the opinion that our role is to also help facilitate the creation of good and well-drafted European Union law, so that it also takes into account the perspective of the Polish economy and Polish businesses”, says Rafał Stroiński, advocate and senior partner at B2RLaw.
In the near future, the Commission plans to present further important legislative proposals in the field of VAT.
”They are to concern, in particular, harmonized electronic invoicing throughout the Union, taxation of a ”shared economy”, as well as changes crucial to the tourism and financial sectors. As B2RLaw, we want to substantially participate in the preparation of these changes, so that they respond to the needs and problems of Polish entrepreneurs as much as possible”, says Piotr Leonarski, attorney-at-law and tax advisor, Head of B2RLaw’s Tax Practice, who will be a representative of the VAT Expert Group.
Along with him, B2RLaw’s Tomasz Zaleski, an award-winning tax advisor, will also be among the EU advisors.
The VAT Expert Group was established in order to provide opinions and transfer specialist knowledge during work on regulations and during their implementation. The task of the expert group also includes providing detailed information on the practical implementation of EU legislation and other policy initiatives in the field of VAT. Moreover, the European Commission can consult the group on all matters related to the preparation and implementation of EU legislation and other policy initiatives taken at the EU level in the field of VAT.
B2RLaw has once again advised The Village Network, the Polish company behind Wioski.co, which is run by three female entrepreneurs, on financing received by a group of investors, including Credo Ventures, 500 Startup and Tilia Impact Ventures. The start-up has just finalized a EUR 3.4 million seed round, allowing the company to open its first foreign villages.
The Village Network offers high-quality nurseries, kindergartens, day care centers and schools based on the values of intimacy parenting, non-violent communication and pedagogy that focuses on the needs of the child.
The mission of the organization is to support parents and educators in opening their own childcare points. It facilitates the co-creation of villages – places underpinned by the respect for children and their ideas. As a whole, these communities are changing the face of child education.
The Village is an SaaS enabled marketplace that reaches two target groups. It connects parents looking for professional care for their child, and persons who provide such care. This helps facilitate the process of mothers (fathers are also welcome to participate!) returning to work after maternity leave, whilst also creating new employment by, for example, professionalizing the services of nannies and childminders. It is the first such available comprehensive solution on the market of childcare and early childhood education on a European scale, and is in line with the global micro-schooling trend.
B2RLaw’s team was led by Agnieszka Hajos-Iwańska (Partner) and included Teresa Pilecka–Juda (Senior Associate) and Magdalena Zawiślak (Junior Associate).
Agnieszka Hajos-Iwańska advises, “we thank The Village Network for once again trusting us to advise on this exciting transaction. Our all-women team is extremely proud to have supported three female entrepreneurs that are changing the face of the child care and education market, and we wish them well on their further journey in doing so”.
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B2RLaw has advised Johnson Matthey Plc, a global leader in sustainable technologies, on all Polish aspects of its multijurisdictional sale of part of its Battery Materials business to EV Metals Group, a global battery chemicals and technology business.
The sale includes Johnson Matthey’s assets at the Battery Technology Centre in Oxford and pilot plant in Billingham, and a research centre in Moosburg, Germany.
The Polish assets relate to a partly constructed battery manufacturing plant sited on a 43 hectare plot in Konin.
The transaction is expected to complete in Summer 2022. As a result of the transaction Johnson Matthey will also receive a minority equity stake in EV Metals Group.
B2RLaw’s team was overseen by Senior Partner Rafał Zięba and led by Partner Aleksandra Polak; and included Counsel Agnieszka Wojciechowska, Associate Krystyna Jakubowska and Junior Associate Michał Blados.
Its been a pleasure to have advised long-term client Johnson Matthey on this important strategic disposal and to have worked closely with the Johnson Matthey team and all stakeholders involved. This important divestment allows the group to focus on its core portfolio and its objective to add value and help accelerate societal progress towards net zero. Whilst this divestment involves some Polish assets, Johnson Matthey remains a large investor and employer in Poland through its Emission Control and Battery Systems business lines based in Gliwice – Rafał Zięba advises.
With a leading, and one of the largest disputes practices in Poland, B2RLaw is the first Polish law firm to sign-up to the Greener Litigation Pledge.
By signing the pledge B2R commits to taking active steps to reduce the environmental impact of our Disputes Practice, and to the reduction of our emissions in line with the objective of restricting global warming to 1.5°C. As such, the objective is to, among others:
+ Promote, in the Polish industry, the use of correspondence electronically;
+ Encouraging the limitation of printing of hard copy court bundles and other documents wherever possible;
+ Walking, cycling or using public transport for journeys to court wherever feasible and appropriate;
+ Advocating for the appropriateness of witnesses giving evidence by video-link; and
+ Whilst acknowledging the importance of in-person hearings to the administration of justice, actively considering for each hearing whether it is appropriate and amenable to being heard remotely, in whole or in part, including by telephone or by video-link, and furthering its use in the Polish legal system.
Inspired by the Campaign for Greener Arbitrations and its founder Lucy Greenwood and pursuant to its Climate Change Strategy, UK law firm Mishcon de Reya convened a group of like-minded leading UK and international litigation practices to develop the Greener Litigation Pledge: a mission statement setting out practical changes that litigators pledge to commit to in the journey towards net zero. The founding members includes law firms Mishcon de Reya, Freshfields, Kennedys, Simmons & Simmons, HFW, Addleshaw Goddard, Herbert Smith Freehills, as well as barristers chambers Fountain Court and 3 Hare Court.
B2RLaw Disputes Partner Edyta Zalewska advises, ”B2RLaw houses one of the largest disputes practices in Poland with just over 30 lawyers dedicated to advising on various contentious matters ranging from corporate disputes to white collar crime. As such, B2R handles a large amount of cases. Through our commitment to ESG, by not only advising clients on ESG implementation, but through us as a firm being fully committed and actually practicing ESG policies and procedures, it was only natural for B2RLaw to sign and engage in the Greener Litigation Pledge. Moreover, B2RLaw’s team has agreed with our UK counterparts to bring and lead the Greener Litigation campaign to Poland by establishing ‘Greener Litigation Poland’ and encouraging our colleagues and peers to also commit to the cause and helping to facilitate systematic change to the Polish legal system which would create a greener environment”.
Alex Rhodes, Head of Purpose at Mishcon de Reya, the London firm that founded and launched the Greener Litigation Pledge says: ”We are delighted that B2R has signed the Greener Litigation Pledge and is leading the way in Poland. We hope that many firms in Poland and other jurisdictions will follow B2R in signing the Greener Litigation Pledge and working to reduce the environmental footprint of their litigation practices”.
For those that would like to sign the Greener Litigation Pledge, have a question, or would be interested in participating in future Greener Litigation initiatives, we would be pleased to hear from you.
More details can be found at: www.greenerlitigation.org
B2RLaw acted as Polish legal counsel to Partners for Growth (PFG) on its cross-border USD 25 million Venture Debt financing to e-commerce company Opontia.
Partners for Growth is a San Francisco Bay Area-based global credit fund, with over $1.3 billion dollars of committed financing since inception. The firm was founded in 2004 by the former managers of San Francisco investment bank Hambrecht & Quist’s venture lending business. PFG provides financing for venture and non-venture backed companies across the globe. The firm maintains a close strategic partnership with Silicon Valley Bank, the leading commercial bank focused on the innovation economy globally.
Opontia is an e-commerce company founded in February 2021 by Philip Johnston and Manfred Meyer. Opontia buys and grows e-commerce brands in the CEEMEA (Central & Eastern Europe, the Middle East, and Africa). It is considered one of the first companies in the Middle East to raise Venture Debt. In October 2021 it opened an office in Poland.
This transaction was part of a USD 42 million Series A round led by STV (the largest Venture Capital fund in the Middle East and North Africa), making it the only newcomer in 2021 to be featured in the Forbes Middle East’s 50 Most-Funded Startups being ranked 12th.
B2RLaw advised Partners for Growth on the Loan Agreement as well as drafting and negotiating the Polish security documents (including, inter alia, Share Pledge Agreements, Bank Account Pledge Agreements, Enterprise Pledge Agreements, Security Assignments and Submissions to Enforcement).
B2RLaw’s team was led by Partner George Havaris and Counsel Filip Badziak, and included Senior Associate Radoslaw Minh Nguyen, Associate Julia Pycka and Junior Associate Maria Markowska.
We congratulate Partners for Growth, Opontia and all other parties involved in this transaction. This deal is further testament to the fact that B2RLaw’s finance team is the preeminent leader in Poland and the wider CEE with respect to advising on Venture Debt transactions. Our team has advised on Venture Debt transactions involving Polish-founded technology companies, including the first Polish unicorn, DocPlanner. The global Venture Debt market has boomed, with VC-backed companies taking on more than USD 80 billion in loans and other debt products over the past three years. Venture Debt is growing faster than the broader VC market, reaching a record value of USD 28.2 billion in 2019 and nearly matching that in 2020. B2RLaw has taken an active role in promoting Venture Debt in Poland, by connecting prominent international Venture Debt providers with Polish founded technology companies – George Havaris advises.
B2RLaw has advised South African-based Fortress REIT Limited on another logistics and warehousing acquisition, regarding property in the Silesia region of Poland.
The acquisition was made with the purpose of developing a modern logistics hub in Zabrze, in the vicinity of the City, and in close proximity to a junction of the A4 motorway and existing retail parks. The development will offer a leasable area of up to 115,000 m2 of modern logistics space.
Fortress REIT Limited is South Africa’s largest owner and developer of core, premium-grade logistics real estate.
B2RLaw provided full legal advice to Fortress on the acquisition, including financial aspects of the transaction, with its team supervised by Senior Partner Rafał Zięba, and led by core members of the group including Senior Associates Aleksandra Karteczka – Gurgul and Piotr Leonarski, Counsel Filip Badziak, as well as support provided by Senior Associate Radosław Minh Nguyen and Junior Associate Michał Blados.
We thank the Fortress team for again trusting us on this important transaction to expand their presence on the Polish market. With offices in Krakow and Katowice, its great that real estate developers and funds regard B2RLaw as the go-to law firm for prime real estate deals in the Małopolski and Silesia regions, in addition to our core Warsaw market – said Rafał Zięba.
We are proud to announce that in this year’s edition of The Legal 500 we have been recommended in 5 categories:
White-Collar Crime – Tier 2
In June 2020, Zieba & Partners and JS Legal Jankowski Stroiński I Partnerzy merged to form B2R Law Jankowski Stroinski Zieba. The team undertakes criminal litigation as well as cases involving political and human rights disputes. Co-founder, advocate and arbitrator Bartlomiej Jankowski is head of the practice, and has substantial experience in advising clients on all aspects of anti-corruption related issues, including FCPA matters. Counsel Anna Grochowska–Wasilewska handles criminal and compliance matters.
Construction – Tier 3
B2R Law Jankowski Stroinski Zieba‘s construction team advises public authorities, municipalities and private businesses on projects, PPP mandates and related disputes. Areas of focus include transport, power generation and transmission, and urban regeneration. Paweł Gunia and Rafał Zieba head up the practice, which was joined by new arrival of counsel Krzysztof Marzyński in January 2021 from Crido Legal.
Strong young and innovative team, hungry and keen to delivery – really impressed.
Private Equity – Tier 3
B2R Law Jankowski Stroinski Zieba’s practice has a strong focus on the venture capital market, particularly in relation to the technology sector. Heading the team is experienced corporate lawyer Rafał Stroiński, who is instructed by buyers, sellers and target companies. Aleksandra Polak is a key member of the team, handling transactions for Polish and international venture capital funds and founders of target companies in their investment rounds.
Very motivated team led by an experienced M&A and PE expert – Rafał Stroiński.
Rafał Stroiński is great with clients and has extensive experience in PE deals.
It is a large team with a strong early stage VC practice, litigation, real estate.
Real Estate – Tier 3
B2R Law Jankowski Stroinski Zieba thrives in its handling of commercial real estate transactions. Co-founder Rafal Zieba heads up the practice which has been bolstered by the addition of former Crido Legal lawyers: counsel Krzysztof Marzyński who has expertise in real estate transactions, asset management and property development, and Filip Badziak who brings substantial experience in real estate financing. Counsel Andrzej Zajac also joined the firm from CMS Cameron McKenna Nabarro Olswang Posniak i Bejm sp.k.,, arriving with a strong transactional practice.
Dispute Resolution – Tier 4
B2R Law Jankowski Stroinski Zieba has a varied practice that includes real estate and energy sector disputes. Department head Bartlomiej Jankowski has longstanding experience of corporate and commercial litigation, arbitration and white-collar criminal defence matters. Roman Iwański has experience of construction arbitrations. Edyta Zalewska is noted for disputes spanning commercial law, unfair competition and commercial criminal law.
They are knowledgeable and practical in their approach.
Bartłomiej Jankowski is a leader in the dispute resolution practice of B2R Law.
Employment – Firms to watch
Established in 2020, B2R Law Jankowski Stroinski Zieba demonstrates particular expertise in assisting clients on their entry into the Polish market. Anna Cichonska co-leads the team alongside Roman Iwański and Kinga Kowalska.
15 lawyers are recommended in The Legal 500 Europe, Middle East & Africa 2022 editorial:
White-Collar Crime: Bartłomiej Jankowski, Anna Grochowska–Wasilewska
Construction: Rafał Zieba, Paweł Gunia, Krzysztof Marzyński
Private Equity: Rafał Stroiński, Aleksandra Polak, Agnieszka Hajos-Iwańska, George Havaris
Real Estate: Rafał Zieba, Andrzej Zając (,,Next Generation Partner”), Krzysztof Marzyński, Filip Badziak
Dispute Resolution: Bartłomiej Jankowski, Roman Iwański, Edyta Zalewska
Employment: Anna Cichońska, Roman Iwański, Kinga Kowalska-Szura
B2RLaw has appointed well-regarded lawyer Piotr Szelenbaum to lead its Capital Markets and Public M&A practices.
Piotr has over 25 years experience in the legal industry. He is one of Poland’s preeminent legal experts in Corporate, Capital Markets and M&A, with a particular focus on transactions. He has advised on some of the largest and most recognized transactions involving Poland, including corporates and funds on private M&A (inclusive of Venture Capital and Private Equity); issuers and investment banks on first or further public offerings, offers of acquisitions of shares, bonds and other financial instruments; foreign listings (including dual listings); and the delisting of companies.
Piotr developed his career in the Warsaw team of Greenberg Traurig and its respective predecessors Dewey & LeBoeuf and Dewey Ballantine, where he progressed to Local Partner. Thereafter, he spent 4 years at the Warsaw office of White & Case as Partner, before moving to Polish law firm SPCG, also in a Partner position. Most recently Piotr worked as General Counsel at leading video games company assisting the company to undertake an IPO to enter the Warsaw Stock Exchange.
Prior to moving in-house, and for many years, Piotr was highly recommended by international ranking publications such as Chambers Global, Chambers Europe and Legal 500 EMEA in the Corporate/M&A and Capital Markets categories.
Senior Partner Rafał Stroiński advises, “we are very pleased to have Piotr join and welcome him to the B2RLaw team. Piotr is a distinguished lawyer in the Capital Markets, Corporate and M&A practice areas. I have known Piotr for many years, and we have had the pleasure to work successfully on the other side of transactions. Piotr’s appointment demonstrates our objective of providing the very best legal services, provided by a team of exceptional lawyers. Piotr’s practice focus perfectly fits into our offering and firm strategy of being the premier law firm in CEE to the technology industry, by helping technology companies to access capital and/or grow throughout their life cycle utilizing corporate and finance transactions. It is our belief that B2RLaw, unlike any other law firm in CEE, houses a team of lawyers that combine expert transaction expertise with in-depth technology industry knowledge, that advise on transactions involving the technology space, from early stage venture capital to an eventual large industry sale, merger or IPO”.
B2RLaw has advised US B2B accounts receivable automation and integrated payments company Billtrust on Polish aspects of its acquisition of Netherlands-based B2B financial software platform Order2Cash.
Billtrust is the global leading provider of Payment Cycle Management and accounts receivable solutions, helping businesses accelerate Invoice-to-Cash. The Company’s EU team now exceeds 100 members, serving more than 700 customers. The acquisition of Order2Cash gives the Company a stronger global presence and ability to expand its Business Payment Network.
Order2Cash operates from Netherlands locations in Amsterdam and Joure, as well as offices in Krakow, Poland and New York City, USA.
B2RLaw worked with the Amsterdam office of international law firm Fieldfisher.
B2RLaw’s team was led by Agnieszka Hajos-Iwańska (Partner) and comprised Anna Cichońska (Partner), Agnieszka Wojciechowska (Counsel) and Radosław Kowalski (Associate).
B2RLaw has advised Hungarian owned B+N Referencia Zrt. on its acquisition of Polish company INWEMER to become the facilities management market leader in Central Eastern Europe.
B+N Referencia Zrt. has existed for over 20 years and is regularly ranked as one of the 500 largest Hungarian companies. The Company acquired the business interests of the ISS Group in the Czech Republic, Slovakia, Romania and Hungary in the Spring of 2021. This was followed by the acquisition of the Slovenian subsidiary of the ISS Group. The acquisition of INWEMER creates a business which provides services in six key countries of the CEE region, covering 15 million square metres of managed areas, with 18,000 workers.
INWEMER has been a dominant player in the facilities management industry in Poland since 1992. Its customer portfolio includes State institutions and companies, and private enterprises, as well as a number of domestic and multinational companies. With its 7,000 workers, the firm offers services for more than 750 customers with 5.5 million square metres of managed areas. Its main activities include cleaning and facility management services.
B2RLaw provided full legal advice to B+N Referencia Zrt. on the acquisition with its team led by Partner Aleksandra Polak, and core members of the group including Associates Krystyna Jakubowska and Joanna Markowicz-Maciocha, as well as support provided by Partners Anna Cichońska and Marcin Huczkowski; Counsels Malwina Niczke-Chmura, Luiza Wyrębkowska and Filip Badziak, Senior Associate Radosław Minh Nguyen and Associate Radosław Kowalski.
Aleksandra Polak advises, “B+N Referencia Zrt. has seen rapid expansion over the last 2 years to make the Company the leading player in the regional market and we are proud to have had the chance to play our role in their journey. Since Europe’s blue-collar workers originate mostly from the Central Eastern European region, we can expect B+N Referencia Zrt. to expand further into Western Europe. The Company is also shaping the future of facility management. In addition to the continuous improvement of its services, it places a great emphasis on technological innovation, believing that automation and robotics are gaining more and more significance also in what has been a traditional sector”.
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