B2RLaw has advised SaaS Labs in a transaction related to its purchase of 100% shares in CallPage. The transaction was run in parallel with SaaS Lab’s USD 42 million Series B fundraise led by renowned venture capital fund Sequoia Capital with participation from Base10 Partners and Eight Roads.
CallPage is a Warsaw based ICT SaaS company, following blockchain technologies. It was founded in 2015 by Ross Knap, Andrew Tkachiv and Sergey Butko. The company provides inbound marketing tools to its users. The company has developed an automatic callback solution, which connects website visitors with customer advisory representatives. In its history, the company has received investment from some of the largest and most recognised VC funds in CEE/the Baltics including bValue, Wise Guys Investment, Uno Capital, TDJ-Pitango Ventures, Innovation Nest and Market One Capital.
SaaS Labs, which was founded in 2016 by Gaurav Sharma, develops products for sales, support and marketing teams as well as contact centers to boost productivity. The fast-growing company, which operates out of India, the Philippines, and the US, has two main products: Justcall and Helpwise. Justcall enables small and medium businesses to install a cloud-based contact center for sales or support, within minutes with native integrations with over 70 other business tools. Helpwise allows users to consolidate all communication streams in a single shared inbox to increase the efficiency of the customer support team. The acquisition of Callpage adds to the company’s product suite which currently serves 4,000 customers in over 40 countries, including companies such as Walmart, Pipedrive, Dominos and Jaguar.
B2RLaw’s team advised SaaS Labs on legal and tax aspects of the transaction, and was led by Partner Aleksandra Polak, with core support provided by Partner Agnieszka Hajos-Iwańska, PhD and Associate Krystyna Jakubowska. Partners Anna Cichońska and Marcin Huczkowski; Senior Associate Piotr Leonarski; Associate Tomasz Michalczyk and Junior Associate Małgorzata Tomaka also advised.
JP Weber acted as Financial Advisors to SaaS Labs.
Aleksandra Polak advises, “Its fantastic to be advising on another transaction where Polish tech and/or tech expertise has reached such high levels of success to attract the interest from its international peers – a trend which we see is on the rise. We congratulate SaaS Labs and Callpage, and look forward to monitoring their progress as they conquer the global customer services market together”.
B2RLaw has advised real estate investment fund Focus Estate Fund on the acquisition of Turawa Park shopping center in Opole, from international investment management group abrdn (previously Standard Life Aberdeen).
Turawa Park is a multi-format shopping center with more than 60 stores and a total area of 35,138 m2. It includes a gallery, a retail park, a DIY-format store area and 1,320 parking spaces. Anchor tenants include well-known brands Carrefour, Reserved, Sinsay, Media Expert, Action, Smyk, as well as other notable tenants such as Rossmann, Big Star, C&A, Pepco, Levis, Sephora and Deichmann.
Focus Estate Fund is a real estate investment fund focusing on non-prime retail properties in Central and Eastern Europe. The Fund’s strategy is to invest in existing mid-scale commercial properties in the most dynamic European markets. Turawa Park is the fourth asset of the Fund’s portfolio in Poland.
B2RLaw’s team advised Focus Estate Fund on the transaction, including legal and tax due diligence, and financing; and was led by Of-Counsel Krzysztof Marzyński. Counsel Filip Badziak led on financing aspects of the transaction. Other members of B2R’s team included Partner Marcin Huczkowski, Counsel Agnieszka Wojciechowska; Senior Associates Aleksandra Karteczka-Gurgul, Radosław Minh Nguyen and Piotr Leonarski; Associate Julia Pycka and Junior Associates Maria Markowska, Ewelina Gralicka and Weronika Nowosielska.
Krzysztof Marzyński advises, “We would like to congratulate Focus Estate Fund on the acquisition of another Polish asset and thank all the parties involved for fruitful cooperation during the whole process. Non-prime retail facilities have proved to be one of the most resilient real estate asset classes during the pandemic. In view of Focus Estate Fund’s concentration on the value added segment of the retail real estate market, we believe that the Fund and its portfolio will continue to flourish over the months and years to come”.
B2RLaw has advised private investors on their PLN 2 million investment into fintech company Digital Gateways.
Digital Gateways is a fintech startup powered by The Heart S.A., which provides authentication and customer onboarding procedures for KYC and AML processes, predominantly to the banking industry. The Heart S.A. is a Warsaw-based venture building company that partners, connects and helps develop an ecosystem for corporates to embrace technology changes in their respective industries by supporting entrepreneurs and startups in advancing their ventures.
B2RLaw’s team which was overseen by Senior Partner Rafał Stroiński and was led by Senior Associate Teresa Pilecka and included Associate Joanna Markowicz-Maciocha.
Teresa Pilecka advises, “We congratulate Digital Gateways, The Heart and our clients on this fundraise. The Polish fintech industry continues to see a lot of investment activity, and B2RLaw ‘s team has advised on a good portion of transactions on the market”.
B2RLaw has advised Meta Ventures on portfolio company Car Scanner’s USD 2 million investment round.
Meta Ventures, an early-stage venture capital company established in 2004 that manages several funds in various parts of Italy, Slovenia and Poland, has supported Car Scanner since 2017.
Car Scanner is the first company in the world to develop an AI and robotic-based car condition tester. Its technology allows for the inspection of vehicles (e.g. through the detection of scratches, dents and paint repairs) and is aimed at the car dealership and online auction market. The USD 2 million investment round was led by ffVC Tech & Gaming, with the participation of FundingBox Deep Tech Fund, Pomerangels and Techstars, and enables Car Scanner to further develop its technology and enter the North American automotive market.
B2RLaw Partner George Havaris, Counsel Paulina Wyrostek and Associate Julia Pycka advised.
George Havaris advises, “We thank Meta Ventures for turning to us on this transaction. We congratulate the teams at Car Scanner and Meta Ventures. This investment round proves that Meta Ventures’ support to the fantastic automotive solution that Car Scanner provides, and dating as far back as 2017, was an excellent find and decision”.
B2RLaw has advised Keyloop on its entry to the Polish market through the opening of its first office in Warsaw.
Keyloop is an international company specializing in providing modern software solutions for the automotive industry. The company has leased 1,687 sq m. of modern office space, and will move in to the top floors of the newly developed Central Point office building. The building, owned by Immobel Polska, is located in the very center of Warsaw, at the intersection of Marszałkowska and Świętokrzyska streets.
B2RLaw’s team led by Counsel Agnieszka Wojciechowska and comprising Partner Marcin Huczkowski and Junior Associate Weronika Nowosielska advised Keyloop on legal aspects of the lease. B2RLaw’s team has also advised Keyloop on various other aspects of its entry to the Polish market including corporate and employment law, with the wider team led by Partner Roman Iwański and comprising Partner Aleksandra Polak, Counsel Malwina Niczke–Chmura, Associates Krystyna Jakubowska and Radosław Kowalski, and Junior Associate Marta Kądziołka.
Roman Iwański advises, “It’s a pleasure to have advised Keyloop on all aspects of the Company’s entry to the Polish market. Keyloop is an international open technology platform provider to the automotive retail industry. Keyloop’s entry is further testament to Polish software developers being amongst the world’s best and most qualified. Supporting Keyloop is also evidence of B2RLaw being the go-to legal advisor to the software and technology industry”.
B2RLaw has advised InsurTech company Gabi on Polish law aspects of its acquisition by global information services company Experian for USD 320 million.
Founded in 2016 by Hanno Fitchner, Krzysztof Kujawa and Vincenz Klemm, Gabi is a mobile-first InsurTech based in San Francisco. The company automates insurance shopping and provides more visibility into insurance rates, enabling customers to compare insurance companies’ offerings, receive new quotes and ultimately save money on their insurance policies. Since its founding Gabi has raised over USD 39 million in venture capital funding from major investors such as Project A, Canvas Ventures, Mubadala Ventures, Northwestern Mutual Future Ventures, Correlation Ventures, CUNA Mutual Group, Securian Ventures and A. Capital Ventures, amongst others.
Experian is the world’s leading global information services company. The company helps individuals to take financial control and access financial services, businesses to make smarter decisions and thrive, lenders to lend more responsibly, and organisations to prevent identity fraud and crime. Experian employs approximately 20,000 people across 44 countries and is constantly investing in new technologies, talented people, and innovation to help all its clients maximise every opportunity. Experian is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index.
B2RLaw advised on Polish aspects of the transaction working with US counsel Orrick, Herrington & Sutcliffe.
B2RLaw’s team was overseen by Senior Partner Rafał Stroiński and included Senior Associates Radosław Minh Nguyen and Piotr Leonarski and Associate Radosław Kowalski.
Rafał Stroiński advises, “We thank Hanno Fitchner, Krzysztof Kujawa, Vincenz Klemm and the team at Gabi for trusting us to advise on this transaction. It’s especially pleasing to advise on a transaction involving a very successful international technology company which, in Krzysztof Kujawa, was co-founded by an individual who was born and spent his early years in Poland. With in excess of 100 employees in Poland, the largest part of Gabi’s operations are based in the country. We congratulate Gabi and all the parties involved”.
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.
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