On Monday 18th October, a Bill on the protection of persons who report breaches of law was published, with the purpose of implementing Directive (EU) 2019/1937 of the European Parliament and of the Council on the protection of persons who report breaches of Union law.
Lawyers at our firm have analyzed the proposed legal solutions in terms of the requirements to be imposed on the entities obliged to adapt their organization to the planned solutions and the criminal risks for senior officers and managers of companies.
We would like to emphasize in particular that the proposed provisions:
• specify when an obligation to have an internal irregularity reporting (whistleblowing) procedure arises;
• require undertaking specific measures to verify the report;
• prohibit retaliation against the person who reported a breach;
• introduce criminal liability imposed generally on company management boards and managers for not having an internal procedure for reporting breaches of the law and for retaliation against the whistleblower, among others.
Our experience in the practice of disputes and daily advisory services, including in the context of international legal and ethical standards, highlight that entrepreneurs need to answer the following questions:
1. Who will be subject to the obligations stipulated in the bill?
2. How to effectively limit the liability of persons who manage the organization under the proposed provisions?
3. How to verify the reporting person’s good faith while maintaining their anonymity?
4. Should the organization extend the catalogue of breaches of the law with internal and ethical regulations which do not constitute an exhaustive catalogue, and what are the possible associated consequences?
5. What kind of procedural solutions should be adopted within international capital groups, including those subject to FCPA regulations or the UK Bribery Act?
6. Do all obliged institutions within the meaning specified in the anti-money laundering and counter-terrorism financing Act have the duty to comply with the Act starting from 17 December 2021?
7. How to prepare the breach reporting procedures and channels so that they comply both with the provisions of the bill and with GDPR?
8. Are there any efficient IT tools to facilitate the fulfillment of the new obligations?
We will answer these questions and any others our clients might have at individual consultations and business breakfasts which are open to anyone interested.
Contact:
Luiza Wyrębkowska (Counsel): [email protected]
Anna Grochowska – Wasilewska (Counsel): [email protected]
Paulina Milewska – Mróz (Senior Associate): [email protected]
B2RLaw has advised media company CANAL+ Polska on the acquisition of its landmark headquarter office building from the Real Management Group.
photo: CANAL+ Polska
The office building, considered to be a landmark on the Warsaw map, is located at Aleja Generała Władysława Sikorskiego 9, and is where the Company’s headquarters, and production and broadcasting centre has been located since 2008.
CANAL+ Polska SA, forms part of the French film and television studio and distributor Groupe CANAL+ with approximately 8,000 employees globally.
B2RLaw’s advice included due diligence of the real estate and full transaction support both at preliminary contract, and final contract stage. The firm also advised on tax aspects of the transaction.
B2RLaw’s team was overseen by Senior Partner Rafał Zięba, led by Counsel Agnieszka Wojciechowska, and included Partner Marcin Huczkowski on IP matters, Senior Associate Piotr Leonarski on tax matters, and real estate lawyers Natalia Leszko (Associate) and Weronika Nowosielska (Junior Associate).
Real Management S.A. was represented by its internal legal department headed by Ewa Marcinkowska with the support of Attorney Anna Maciesowicz from the law firm Maciesowicz i Gdula Kancelaria Prawna S.C.
Rafał Zięba advises, “We are very pleased to have assisted our client CANAL+ on this transaction and congratulate all involved. The transaction was a key project for CANAL+ as the building lies at the heart of its operations in Poland, and where the majority of programs broadcast are produced. The building was designed in 2007 in accordance with the needs of CANAL+ and is characterized by, among others, the shape of a plus sign on the façade, and a collection of antennas on the roof, which illuminate the surrounding area in the evenings. The building consists of office space and an advanced broadcasting centre with high-tech TV studios located on the higher floors. The acquisition allows CANAL+ us to make further investments in technological infrastructure, including new office space”.
B2RLaw has advised The Village Network, a Polish company creating Wioski.co, which is run by three female entrepreneurs, and supports the development of children making it easier for parents to return to the labour market or for childminders to professionalize their services. Thanks to the financing, The Village Network will further develop its technology aimed at parents, guardians, educators and childminders.
The early stage childcare/education industry has been somewhat neglected in Poland by investors, whereas it is a rapidly growing market elsewhere, mainly in the US and Europe. In the US alone, the market is valued at USD 54.3 billion. Financing provided by Movens Capital and a group of angel investors would allow The Village Network, which was founded by Aleksandra Kozera, Agnieszka Łuczak and Weronika Matejko-Skwarek, to develop an IT platform facilitating the opening and management of ‘Village’-type communities from an administrative, communication and pedagogical perspective. Part of the investment will also be used to prepare for expansion into foreign markets. By the end of this year, The Village Network would have established 100 such Village communities across Poland.
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.
Movens Capital is a leading Polish/CEE venture capital and growth equity fund that invests in “technological diamonds” in the region.
B2RLaw’s team was overseen by Senior Partner Rafał Stroiński, and led by Senior Associate Teresa Pilecka and included Associate Joanna Markowicz – Maciocha.
Teresa Pilecka advises, “As a woman, it was especially pleasing to advise a company fully founded by female entrepreneurs with the aim of predominantly supporting women and their families to help facilitate the return to work after maternity leave by ensuring a smooth, efficient and safe childcare process – a challenge met by mothers across the globe. With recent global successes of women-founded technology companies, its great to see that Poland is also producing such exciting and revolutionary market challengers. B2RLaw is at the forefront of supporting female entrepreneurship”.
B2RLaw has appointed Andrzej Zając as Counsel to its Real Estate Practice.
Andrzej is a next generation leader with a strong reputation as a go-to lawyer in the Polish and CEE real estate market. He provides comprehensive advisory services on transactions in the real estate space, both on buy and sell-side. He has led some of the largest real estate transactions on the Polish market including various cross-border transactions, with a particular focus on warehouse portfolios. Clients include the largest Polish developers and investors as well as a number of foreign and international investors. Andrzej previously practiced at international law firms Greenberg Traurig and CMS. Andrzej is a goal driven lawyer that combines in-depth legal knowledge with a commercial approach which is highly appreciated by clients.
Andrzej Zając’s hire follows the senior appointment of highly-regarded real estate transaction expert Krzysztof Marzyński in January 2021, and real estate finance specialist Filip Badziak in September 2020.
Senior Partner Rafał Zięba advises, “We are very pleased to welcome Andrzej to B2R. I had the pleasure of working with Andrzej five years ago, and am excited to have him back in our team. As B2R we have harboured the ambition of creating the leading next-generation team to cater for every need of the Polish real estate and construction market, and Andrzej’s appointment is integral to those ambitions. As a team, we have a wealth of experience in advising on all aspects of real estate and construction, whether that be transactions involving agricultural land, residential (including niche markets such as student housing or PRS), offices, logistics, retail, or various infrastructure and construction projects such as factories, transport infrastructure, energy plants, etc.. Our team is also shaped to advise on smaller matters such as leases and general asset management, through to the largest real estate and construction deals involving the Polish/CEE market. In fact, the team has advised on a combined EUR 30 billion of transactions and projects, positioning us as one of the most distinguished real estate and construction practices in Poland and the wider CEE”.
B2R’s senior Real Estate and Construction team comprises a total of 23 lawyers, consisting the following, as well as 16 other lawyers:
• Rafał Zięba (Senior Partner) – Rafał is regarded as a leading Polish authority with respect to real estate having successfully advised on hundreds of transactions. In his career, Rafał has advised on what remains the largest ever commercial real estate transaction involving Poland, and separately, on what was at the time, the largest single property transaction. Rafał has a particular focus on advising on transactions in the residential, office, retail and logistics areas. Value of transactions and projects advised on: EUR 7.5 billion.
• Paweł Gunia (Partner) – Paweł is a leading construction lawyer. He advises, among others, construction companies, energy companies (e.g. fuel exploration and production companies, coal-fired and renewable energy power plants, CHP plants, biofuel manufacturers), manufacturing and food production plants, including heavy industry (e.g. chemical, pharmaceutical plants, steel mills, cement plants), transport, aviation and waste management companies (including companies dealing with waste storage or energy recovery). Paweł is currently advising on six factory new builds with a combined value of EUR 2 billion. Value of transactions and projects advised on: EUR 6 billion.
• Krzysztof Marzyński (Of Counsel) – Krzysztof is a leading real estate and construction lawyer with over 16 years of experience in advising both international and domestic real estate market players on various real estate and construction law related matters. Krzysztof has advised on transactions relating to the whole range of real estate asset class including offices, logistics, retail and hospitality as well as, of late, on alternative or niche market areas such as PBSA, PRS, co-living, timberland and farmland. Krzysztof has participated in and led on the largest investments concerning the Polish timberland and farmland markets. Value of transactions and projects advised on: EUR 4 billion.
• Filip Badziak (Counsel) – Filip is one of Poland’s leading real estate and project finance lawyers, and represents banks, funds, specialist real estate or infrastructure lenders, borrowers and investors in single and multi-asset financings of real estate and infrastructure. He has advised on all types of real estate and infrastructure finance transactions (acquisition, construction, refinance) with respect to the whole suite of asset classes including projects concerning office buildings, hotels and resorts, sports facilities, shopping centres, mixed-use developments, industrial and research complexes, warehouses, multifamily residential projects, energy and transport projects. Value of transactions and projects advised on: EUR 2 billion.
• Agnieszka Wojciechowska (Counsel) – Agnieszka is a well-regarded real estate expert that advises on the whole gamut of real estate, in particular with respect to real estate transactions concerning all types of real estate assets, whether this be residential, commercial (offices, retail and logistics), plus other assets such as hospitality and student accommodation. She advises developers, real estate and private equity funds. Value of transactions and projects advised on: EUR 2.5 billion.
• Andrzej Zajac (Counsel) – Andrzej provides comprehensive advisory services on transactions in the real estate space, both on buy and sell-side. He has led some of the largest real estate transactions on the Polish market including cross-border transactions, with a particular focus on warehouse portfolios. Clients include the largest Polish developers and investors as well as a number foreign and international investors. Value of transactions and projects advised on: EUR 6.5 billion.
• Aleksandra Karteczka – Gurgul (Senior Associate) – Aleksandra is an up and coming lawyer that leads and participates in Polish and international real estate transactions in the acquisition and sale of land for both residential and commercial purposes. She has a particular focus on residential and office transactions, but has also advised on transactions in other asset classes. Value of transactions and projects advised on: EUR 1 billion.
B2RLaw has advised growth equity investors Kennet Partners and Digital+ Partners on their USD 30 million equity investment in Polish originating eStoreMedia.
eStoreMedia, which was established in Poland, provides an e-commerce automation suite that helps Fortune 500 Brands accelerate online sales. The company uses the knowledge of branding experts combined with tech engineers to develop solutions which change the way brands and their eCommerce retail partners work together. It creates seamless platforms, such as its eStoreCheck monitoring platform, for integrated analytics, e-content automation, and shopper research for ultimately better brand positioning and consequently sales. It has a global footprint with over 1,000 e-retailers and hundreds of global brands.
Kennet is a leading European technology growth equity investor who partners with founders and teams of successful, capital efficient SaaS companies ready to take the next big jump.
Digital+ is a leading growth equity investor focused on investing in B2B companies with best-in-class technologies and helping them scale into global technology leaders.
B2RLaw advised on Polish aspects of the transaction with the London Technology team of Goodwin advising on UK law.
B2RLaw’s team was led by Partner Aleksandra Polak and Counsel Malwina Niczke – Chmura and included Partners Marcin Huczkowski and Anna Cichońska; Senior Associate Agnieszka Roztoczyńska-Groele; Associate Jakub Niemiec and Junior Associate Małgorzata Tomaka.
Aleksandra Polak advises, “We are very pleased to have advised on this exciting transaction and its especially pleasing to assist on a transaction involving a growing technology company, with global market leader aspirations, which started out in Poland with Polish founders, and through its growth, is now London-based whilst retaining significant operations in Poland. We congratulate Kennet, Digital+ and eStoreMedia.”
B2RLaw is celebrating after being awarded Venture Capital Legal Advisor of the Year at the Polish Private Equity and Venture Capital Association (PSIK) Awards 2021.
The aim of the PSIK Awards is to recognize private equity and venture capital funds managers, advisors, banks and law firms for their achievements on the Polish PE and VC market and venture philanthropy initiatives. From its first edition in 2018, the PSIK Awards has promoted the highest professional standards in the PE and VC industry and PE and VC investors’ contribution to the growth of Polish companies.
Candidates for the awards are proposed by PSIK members. A panel of independent judges select finalists, and the winners are chosen by the PSIK community in an online popular vote. Due to the COVID pandemic, this year’s awards took place online.
The PSIK Awards are organized by the Polish Private Equity and Venture Capital Association (PSIK). Since 2002 PSIK has represented the interests of the Polish PE and VC community including supporting its development. PSIK members include representatives of PE and VC fund managers active in Poland as well as law firms, banks and advisors active on the PE and VC market.
Senior Partner Rafał Stroiński, who leads the Corporate Practice Group, comments, “The PSIK awards are the recognition you want to get if you’re into Private Equity/Venture Capital deals in this part of the world, not least because the Polish Private Equity and Venture Capital Association groups together an extremely respectable and demanding jury and audience. We were thrilled to have been nominated, being up against tough competition from Poland’s best law firms. I must say that the moment when I realized that B2RLaw had actually won and my mobile phone started going red with congratulations on having received the award itself was one I will cherish for long. I was truly moved and excited – receiving a PSIK award is the next best thing to getting an Oscar.
It’s incredibly humbling to win this award, and it’s a massive recognition for everyone at B2Rlaw, their hard work and cutting-edge expertise, and testament that we are truly delivering on our ambitious strategy of becoming the leading Polish/CEE law firm in respect to transactions in the PE/VC and wider technology sector. The timing of the award is perfect given that this month we are celebrating our first year anniversary as B2RLaw. What a birthday present!”
Source: www.nagrodypsik.pl
B2RLaw is pleased to advise that it has been selected as a finalist of the PSIK Awards 2021 for Venture Capital Legal Advisor of the Year.
The aim of the PSIK Awards is to recognize private equity and venture capital funds managers, advisors, banks and law firms for their achievements on the Polish PE and VC market and venture philanthropy initiatives. From its first edition in 2018, the PSIK Awards has promoted the highest professional standards in the PE and VC industry and PE and VC investors’ contribution to the growth of Polish companies.
Candidates for the awards are proposed by PSIK members. A panel of independent judges select finalists, and the winners are chosen by the PSIK community in an online popular vote.
The PSIK Awards are organized by the Polish Private Equity and Venture Capital Association (PSIK). Since 2002 PSIK has represented the interests of the Polish PE and VC community including supporting its development. PSIK members include representatives of PE and VC fund managers active in Poland as well as law firms, banks and advisors active on the PE and VC market.
Source: www.nagrodypsik.pl
B2RLaw has advised PGNiG Group’s corporate venture capital fund on its investment in Enelion, a provider of comprehensive solutions for electromobility. The first stage of the investment is PLN 2.53 million, and its total amount may reach PLN 6 million.
Enelion provides a range of solutions including smart electric vehicle chargers, a system for managing charger networks, tariff plans and payments, and a mobile app enabling EV drivers to remotely control charges, energy consumption, and charging costs. The company has designed, developed and manufactured electric vehicle charging terminals since 2015. It is consolidating its position in Poland and Europe, with as much as 70% of AC chargers manufactured by Enelion sold to customers abroad, and aims to increase production from the current 400 to more than 5,000 AC units per month in 2025. It plans to grow exports to the US, Canada, Eastern Europe, South America, the Middle East and Africa. The company also plans to launch DC fast chargers.
PGNiG Ventures is a corporate venture capital fund owned by Polskie Górnictwo Naftowe i Gazownictwo. Its investment focus is on companies offering unique products or services, knowledge, business model and strong management teams, striving to become leaders of their respective markets. PGNiG’s fund is interested in companies offering unique products and services that can be applied in the energy and upstream sectors.
B2RLaw’s team was led by Partner Szymon Syp, and included Counsel Paulina Wyrostek; Senior Associates Iga Wojtczak-Opala and Piotr Leonarski; Associate Julia Pycka; and Junior Associates Jakub Niemiec, Martyna Szpakowska and Tomasz Michalczyk.
Szymon Syp advises, “We thank PGNiG Ventures for the opportunity to advise on this exciting investment. Electromobility and the pursuit of a low-carbon future are one of the key directions for the energy sector. To allow for this, the rollout of necessary infrastructure including charging stations is imperative. B2RLaw has been supporting the electromobility industry for quite some time. We regularly advise electric battery producers, infrastructure providers, electromobility vehicle producers and investors in the industry.”
B2RLaw has advised Henley Investments, a leading private equity real estate firm based in the UK, on the acquisition of its first shopping centre as it enters the Polish real estate market with the purchase of Galeria Pestka from a global investment manager.
The circa 42,000 sqm (452,000 sq ft) shopping centre in Poznan is a hypermarket-anchored scheme and builds on Henley’s recent retail acquisitions across supermarkets and retail parks.
The multi-story Galeria Pestka has a diverse tenant line-up headed up by international tenants, such as Carrefour and Bricomarche.
Established in 2006, Henley is a leading UK private equity real estate investor focusing on investment, development and asset management in commercial, residential, multifamily, healthcare, land infrastructure and alternative real estate assets. The company currently has deployed around USD 3 billion of capital.
Ian Rickwood, CEO of Henley Investments, states, “The purchase of Galeria Pestka marks an expansion by Henley into a new region – with our debut Polish purchase – as well as the firm’s first shopping centre acquisition. This builds on the firm’s existing retail experience, including retail parks, supermarkets and hypermarkets, and leverages our deep asset management expertise”.
B2RLaw’s team was overseen by Rafał Zięba (Senior Partner), led by Agnieszka Wojciechowska (Counsel) and Filip Badziak (Counsel); and included Weronika Nowosielska (Junior Associate) and Aleksandra Bartoszewicz (Junior Associate) from the Real Estate team; Marcin Huczkowski (Partner), responsible for IP issues; Iga Wojtczak-Opala (Senior Associate), Anna Skopicz-Radkiewicz (Associate), Joanna Markowicz-Maciocha (Associate), and Jakub Niemiec (Junior Associate) from the Corporate team; and Agnieszka Roztoczyńska – Groele (Senior Associate) on Commercial Law matters.
Rafał Zięba advises, “The retail real estate sector has had a tough time over the last year. However, the sector continues to evolve, complementing e-commerce and absorbing the impacts of Covid-19. Through Henley’s active asset management approach, Galeria Pestka will remain a leading offering in this evolving sector. We congratulate Henley and thank their team for trusting us on this double of firsts – their first acquisition of a shopping centre, and their first acquisition in Poland”.
B2RLaw has advised Paine Schwartz Partners, a global leader in investments in the food and agribusiness sectors, on its investment through Paine Schwartz Food Chain Fund V in Kynetec, a leader in agricultural and animal health market research, data and insights.
B2RLaw advised on Polish aspects of the transaction with Kynetec having a significant subsidiary in Poland. The transaction follows Kynetec’s acquisition of the Kleffmann Group in 2020 which also had a subsidiary in Poland.
Paine Schwartz Partners is a private equity firm focused exclusively on investment opportunities in the fast-growing, dynamic global food and agribusiness sectors. The firm’s investment, operations and finance professionals invest throughout cycles across the food and agribusiness value chain. The acquisition builds on Paine Schwartz’s track record of investing in data-driven food and agribusiness companies, including previous investments in Advanced Agrilytics, AgroFresh Solutions and FoodChain ID.
Kynetec provides market research for the agriculture and animal health industries, helping companies around the world understand the dynamics of their marketplaces, turning research into business opportunities and enabling clients to create winning strategies. Leveraging proprietary data sources and processing capabilities, the Company offers customers a suite of data-driven reporting and tracking solutions, as well as insight studies.
B2RLaw’s team was led by Partner Aleksandra Polak and included Partners Anna Cichońska and Marcin Huczkowski; Counsel Malwina Niczke-Chmura; and Associates Jakub Niemiec, Małgorzata Tomaka and Aleksandra Bartoszewicz.
Aleksandra advises, “It was only last week that B2RLaw formally launched our Agriculture and Agrifood Practice so its especially pleasing that we have been able to advise on this transaction, and testament in our belief that the flourishing food and agribusiness sector is an exciting industry to be involved in. We congratulate Paine Schwartz Partners and Kynetec on this transaction”.
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