PL

Pre-Moot session at B2RLaw’s Warsaw office!

Practice makes perfect! University of Warsaw Willem C. Vis Moot Team in a clash with Vis Moot Team Vilnius during a Pre-Moot session at B2RLaw’s Warsaw office.

Arbitrators of the meeting:
B2RLaw: Bartłomiej Jankowski (Advocate, Managing Partner, Head of Dispute Resolution), Magdalena Kalińska (Advocate, Counsel, Head of Banking)
TGS Baltic: Gaile Juozapaityte LL.M. (Associate Partner, Attorney at Law, Head of Arbitration)

We are keeping our fingers crossed for both teams in Vienna
You have the knowledge and the power!

B2RLaw at Vestas’ foundation stone ceremony

Andrzej Zając – Partner and Head of Energy and Property practice at B2RLaw was honored to represent B2RLaw at Vestas foundation stone ceremony for a new Vestas’ factory in Szczecin. The ceremony was witnessed by His Majesty Frederick X, King of Denmark, representatives of the governments of the Kingdom of Denmark and the Republic of Poland, representatives of local administration, customers and business partners.

The foundation stone ceremony was significant event for entire energy sector. This investment is undoubtedly a symbolic cornerstone for the development of Poland as an offshore hub and highlights the importance and potential of the Polish offshore industry.

We would like to thank Vestas team for trusting us with advising on this crucial and challenging project. We are proud to have been supporting Vestas in this extraordinary project and to contribute to such an important and long-awaited energy transition milestone. We cannot wait for the day when the first components of offshore wind turbines will depart from the Szczecin’s factory to the open sea!

B2RLaw advises Bentley Systems’ Cohesive Group on its acquisition of Vetasi

B2RLaw has advised Bentley Systems, Incorporated, the infrastructure engineering software company, and its Cohesive Group digital integrator business, on the Polish aspects of its acquisition of Vetasi, a leading international consultancy specializing in enterprise asset management (EAM) solutions.

Bentley Systems, Incorporated is an American-based software development company that develops, manufactures, licenses, sells and supports computer software and services for the design, construction, and operation of infrastructure. The company’s software serves the building, plant, civil, and geospatial markets in the areas of architecture, engineering, construction and operations.

Cohesive was founded by Bentley in 2020 as a digital engineering systems integrator to help infrastructure owner-operators deliver transformational and sustainable outcomes. Cohesive has achieved consistent significant growth and continues to win substantial new projects, notably in the utilities, transport, and energy sectors.

Vetasi brings to Cohesive the largest IBM Maximo consultancy team across Europe, Africa, and ASEAN countries, with headquarters in the United Kingdom and operations based in Poland, Indonesia, South Africa, Spain, Ukraine, and Australia.

B2RLaw’s team was led by Piotr Szelenbaum (Attorney-at-law, Partner) and included Paulina Wyrostek (Attorney-at-law, Counsel), Piotr Leonarski (Advocate, Tax Advisor, Counsel), Joanna Markowicz – Maciocha (Attorney-at-law, Associate).

B2RLaw advises Moffitt Cancer Center and OncoBay Clinical in a PLN 150 million investment in OncoBay by Clinscience

B2RLaw has advised Moffitt Cancer Center and OncoBay Clinical, one of its for-profit subsidiaries, in an investment in OncoBay by Clinscience, a global clinical research organization based in Warsaw, Poland. The investment will give Clinscience’s parent company NEUCA Group a majority equity stake in OncoBay. Total consideration was USD 33.5 million (approx. PLN 150 million).

OncoBay is a boutique clinical research organization specializing in immuno-oncology and cell therapy, offering full-service custom curated CRO solutions for global pharmaceutical and biotech companies. Moffitt Cancer Center & Research Institute is a nonprofit cancer treatment and research center located in Tampa, Florida. Established in 1981 by the Florida Legislature, the hospital opened in October 1986 on the University of South Florida’s campus.

NEUCA Group is the market leader in the wholesale distribution of pharmaceutical products industry in Poland.

The companies will work together to advance immune-oncology research for a global portfolio of clients.

B2RLaw’s team advised on Polish aspects of the transaction, and was led by Partner Agnieszka Hajos-Iwanska and included Counsels Luiza Wyrębkowska, Piotr Leonarski (Tax); and Junior Associate Krzysztof Judasz.

B2RLaw advises Polish unicorn DocPlanner on its acquisition of MyDr

B2RLaw has advised Polish unicorn DocPlanner on its acquisition of MyDr – DocPlanner’s first acquisition on the Polish market. Docplanner (operating in Poland under the ZnanyLekarz brand), the operator of an online SaaS platform for arranging medical appointments, has acquired MyDr which provides technological solutions to the medical sector, through its MyDr EDM and Dr100 software.

DocPlanner creates digital apps and software solutions for doctors, clinics, hospitals and patients to enable the healthcare system and patient journey to integrate seamlessly. The platform provides free doctor reviews and instant online appointment booking for patients through its online marketplaces. DocPlanner is used by approximately 85 million patients per month and more than 190,000 doctors globally in 13 countries. The company was founded in 2012 in Poland and now boasts a team of more than 2,600  based across offices in Warsaw, Barcelona, Istanbul, Rome, Mexico City, Curitiba and Bologna. It is backed by leading venture capital funds including Point Nine Capital, Goldman Sachs Asset Management and One Peak Partners, raising a total of approximately EUR 300 million to date.

DocPlanner has made nine acquisitions to date as part of its global expansion strategy, including TuoTempo in Italy, Doctoralia in Spain, and Eniyihekim (now Doktortakvimi) in Turkey, as well as German counterpart Jameda from Hubert Burda Media last year.

MyDr works with 47,000 doctors, and almost 2 million visits are arranged monthly via the company’s software. The company offers several services, including MyDr EDM for managing a medical practice; Dr100 for running dental offices and clinics; and the drNews information system for medical facilities.

B2RLaw advised DocPlanner (ZnanyLekarz) on all aspects of the transaction.

B2RLaw’s team was led by Senior Partner Rafał Stroiński and Partner Aleksandra Polak, and included Partner Marcin Huczkowski; Counsels Malwina Niczke–Chmura and Paulina Wyrostek; Senior Associates Krystyna Jakubowska and Teresa Pilecka–Juda; and Junior Associate Danyila Zubach.

JP Weber acted as Financial and Tax Advisor to DocPlanner on the transaction.

Rafał Stroiński advises, “DocPlanner was founded on the mission of making the healthcare experience more human. The company is considered to be the first Polish unicorn, and has been growing from strength-to-strength globally. With DocPlanner’s exponential international growth, we couldn’t be happier to support DocPlanner on this transaction – its first acquisition on the Polish market, which represents a sort of ‘return home’, and significantly increases DocPlanner’s Polish market share”.

Aleksandra Polak adds, “We would like to thank all those that worked on this transaction, particularly the DocPlanner/ZnanyLekarz team of Mariusz Gralewski, Peter Biało, Piotr Radecki, Zeno Capucci and Łukasz Łyczkowski”.

B2RLaw advises Auxilius Pharma on capital raise to fuel groundbreaking growth to the US market

B2RLaw advised Auxilius Pharma Sp. z o.o. and its founders on a venture capital transaction related to the investment of Cofounder Zone Corporate Angel Fund ASI, AUGEBIT Closed Investment Fund, and several business angels and current partners at Auxilius.

With the new funds, the Company will be able to further develop its flagship  project involving introduction of a Value Added Medication cardiological drug to the US market, as well as other drug development projects.

Auxilius Pharma was founded by Jędrzej Litwiniuk and Uwe Tigör in 2019 and is a fast-growing pharmaceutical early stage company with a focus on further developing and optimizing medications well established in some markets but not in others. The Company is currently focused on the development of cardiovascular medicine which is available in the EU but not in the US. Auxilius Pharma has reformulated the drug into a once-daily product in an effort to improve convenience and compliance of patients. Earlier this year, the Company get the nod of the American Food and Drug Administration (FDA) for the clinical development plan of its cardiovascular drug. The Agency agreed to use an expedite, 505(b)2 regulatory pathway for the product, which will allow a speedy and cost-effective regulatory pathway.

B2R’s team was led by Krystyna Jakubowska (Advocate, Senior Associate), who was supported by Teresa Pilecka-Juda (Attorney-at-law, Senior Associate) and Magdalena Zawiślak (Junior Associate). Rafal Stroiński (Advocate, Senior Partner) oversaw B2R’s team. SSW Pragmatic Solutions advised Cofounder Zone, who was represented by Tomasz Goliński and Michał Sioda.

Krysia Jakubowska advises, “we are extremely pleased to have assisted Auxilius Pharma on this exciting transaction. With Poland being one of global leaders in cardiac treatment, it is pleasing to advise on a transaction which provides Auxilius and its founders with the funds which will allow it to continue developing its cardiovascular drug with the view of bringing this effective medication to US patients and clinicians. ”

B2RLaw advises Westcoast on merger to create EUR 5.5 billion ICT distributor

B2RLaw has advised the UK’s largest privately owned information and communications technology company Westcoast on Polish aspects of its merger with German company KOMSA.

The distribution alliance gives Westcoast access to more of continental Europe, with KOMSA able to expand into the UK, Ireland and France.

The merger of the two distributors will create the largest privately held European alliance in the ICT industry, with a workforce of more than 2,200 employees and more than 400 technology partners with 30,000 retail partners. The companies will generate combined sales of more than EUR 5.5 billion.

Established in 1984, Westcoast Group distributes leading IT brands such as HP, HPE, Microsoft, Lenovo, Apple, Samsung and many others to a broad range of resellers, retailers and office product dealers in the UK and wider Europe. The Company is consistently ranked in the Sunday Times Top Track of the 100 Largest Privately-owned UK Companies.

KOMSA AG was founded in Hartmannsdorf in 1992. It is a leading European distributor and service provider for modern communications technology. KOMSA entered the Polish market in 1999 and is one of the leading ICT distributors in Poland. KOMSA Poland remains the Company’s only subsidiary outside of Germany.

The merger is still subject to the approval by the competent authorities, but the first closing is anticipated for January 2023.

B2RLaw’s team was led by Aleksandra Polak (Advocate, Partner) and included Paulina Wyrostek (Attorney-at-law, Counsel), Joanna Markowicz-Maciocha (Attorney-at-law, Associate) and Danyila Zubach (Junior Asoociate).

B2RLaw worked alongside UK law firm BDB Pitmans LLP.

B2RLaw advises on the acquisition of a portfolio of photovoltaic power plants in Poland

B2RLaw has advised the Chinese buyer on the acquisition of a portfolio of photovoltaic power plants with a total capacity of 51 MW from SINO-CEEF.

The total power generation of these projects is expected to reach 50 GWh per year, which meets the electricity demand of more than 9,000 households in Poland and reduces nearly 50,000 tons of carbon dioxide emissions annually, in line with the renewable energy development goals of both Poland and the European Union. The projects have created 300 local job opportunities.

B2RLaw’s team was led by Partners Agnieszka Hajos-Iwanska (M&A) and Bogdan Duda (M&A/Energy); and included Counsels Filip Badziak (Finance), Luiza Wyrębkowska (Anti-Monopoly), Piotr Leonarski (Tax) and Paulina Wyrostek (Commercial Law); Senior Associate Krystyna Jakubowska (M&A/Insurance), Associate Ewelina Chabowska (Real Estate), Junior Associates Dorota Gajuk (M&A), Michał Blados, Konrad Czernecki; and Paralegal Julia Bujkowska (all Real Estate).

As Polish counsel, B2RLaw worked alongside Asian international law firm King & Wood Mallesons to cover all legal aspects of the transaction.

B2RLaw advises Vestas on new offshore assembly factory in Poland

B2RLaw is advising Vestas on the establishment of a factory in Szczecin, Poland (close to the Baltic Sea), for the production of nacelles and hubs of Vestas’ flagship offshore wind turbine V236-15.0MW. The new factory is expected to start operating in the second half of 2024.

The factory will create 600-700 jobs in Szczecin and a further several thousand indirectly. It will cover domestic and global demand for offshore wind, and will play a crucial role in Poland’s energy transition goals, with Poland seeking to maximize its offshore wind potential with a total capacity of up to 11 GW by 2040.

This comes in the wake of Vestas being awarded preferred supplier status for a 1.2 GW offshore wind project in Poland, in the Baltic Sea. Vestas will deliver, install and commission 76 V236-15.0MW wind turbines, and support the foundation and designing of the project. B2RLaw has also been advising on aspects of this project.

B2RLaw’s team is led by Counsel Andrzej Zajac, and includes Partner Pawel Gunia, Counsel Piotr Leonarski, Associate Jacek Mizgier and Junior Associate Konrad Czernecki.

Andrzej Zajac advises, “Vestas has been a market leading supplier to the Polish onshore wind market, and has had a presence in Poland for many years. With Poland turning its attention to offshore wind, and with offshore regarded as a key solution to current domestic and global energy challenges, its great to see our client leading the charge once again, and playing a key role in the Polish energy market. We thank the Vestas team for entrusting us to advise on this key and demanding project and look forward to its completion”.

Is Poland Up to the Task on Ukraine? Three Arguments For and Against

On whether Poland will be able to live up to its ambition of becoming a defense sector and Ukraine reconstruction hub, as NATO and EU countries remain focused on assisting Ukraine in fending off Russian aggression.

Find more about our Aerospace, Defence & Security Practice here. The rest of the article below.

As we have turned the page on the well-attended MSPO Defence Industry Exhibition in Kielce, Poland on 6-9 September 2022 and are now focusing our attention on the Warsaw Security Forum that will be held on 4-5 October 2022, this piece aims to take a step back, provide a high level summary of key factors concerning the topic in question, so as to potentially spark discussion about Poland’s true significance in the region, in particular, in helping to resolve an armed conflict that has been raging on for the last seven months.

Poland has always had the ambition of being a Central and Eastern European leader. The war in Ukraine and Poland’s admirable support of its neighbor and of the over a million Ukrainians that have sought refuge here, has placed Poland in the spotlight of international efforts pertaining to providing Ukraine with much-needed military assistance and then seeking to help rebuild this war-torn country. The question remains whether a political resolution to the war and the rebuilding of Ukraine will, in fact, be decided upon in other European and North American capitals without Warsaw’s substantial involvement.

Let us consider the following three strengths and weaknesses, when it comes to Poland’s ability to play a role in the resolution of this armed conflict and, subsequently, in the rebuilding of Ukraine.

Three arguments in Poland’s favor:

1. Relationship with Ukraine

Despite some historical resentment between the Ukrainian and Polish people, as well as difficult chapters in their mutual history stemming not just from the Second World War, but going all the way back to the brink of statehood, Ukraine and Poland have enjoyed a steadfast relationship over the recent decades. Any differences have been set aside in light of a mutual threat to Ukraine and Poland from the Putin-led Russian Federation, along the notion that the enemy of your enemy remains your friend.

Poland has been on the forefront of supporting Ukraine from the 2004/05 Orange Revolution, through the intense events of 2014: the Revolution of Dignity, Ukraine’s partnership agreement with the EU and Russia’s illegal annexation of Crimea and part of the Donbas, and up until this year’s Russian full out invasion of its neighbor.

2. Focus on Strategic Partnerships with the US and NATO

Ever since the peaceful democratic revolution of 1989, obtaining membership in NATO in 1999 and joining the EU in 2004, Poland has overall been a reliable partner for the Western powers and has steadily increased the efficacy of its CEE strategic efforts.

Though Poland’s relationship with the EU has been rocky of late and it depends greatly on the political faction in power in Warsaw, conversely, the bond with the US has been unwavering over the decades, especially on the strategic and defense sector fronts. Poland has been Washington’s staunch ally ever since Desert Storm. Much to the angst of some of the other Western European capitals, Poland fully supported the Global War on Terrorism and sent its troops into Iraq and Afghanistan.

An increase of Poland’s ambition and role within NATO structures has been demonstrated by significant modern arms purchases, noteworthy aerospace and defence company investments in Poland over the years, the establishment of the NATO Joint Force Training Centre in Bydgoszcz, Poland and, finally, unprecedented presence of US and NATO forces in Poland along with the US President Joe Biden declaring in June 2022 the establishment of a permanent base.

3. Stable Social Support for Ukraine in Poland

Russia’s invasion of Ukraine in late February 2022 has resulted in an unprecedented exodus of Ukrainians to neighboring countries. Out of the millions that have fled Ukraine from when the war broke out, a significant part – some 1.2 million – have found safe haven in Poland.

Poland is by far the largest EU country and economy neighboring Ukraine – population of 38.2 million, GDP of USD 699.5 billion and a 535 km shared boarder with Ukraine. Moreover, Poland remained the natural destination for Ukrainians given the over 1 million economic immigrants from Ukraine that were already present in Poland before 2022.

Poles have been proud of the international praise that their country has received for giving shelter to so many displaced Ukrainians. It is worth pointing out that the brunt of the effort came from citizens themselves and local communities, and not necessarily from the central government.

Concerns have been voiced over whether such a significant influx of foreigners will not awaken anti-immigrant resentments in Poland, especially in light of Poles demonstrating a negative approach to refugees during the Syrian refugee crisis in 2015. Though the Polish nationalistic far-right does regurgitate anti-Ukrainian social media propaganda, likely Kremlin-financed, thankfully, the vast majority of the Polish populace seems immune to this. The question is: will this positive approach to Ukrainian expats endure and for how long?

Three arguments detrimental to Poland:

1. Conflict with the EU and concern over the Rule of Law

Ever since the current right-wing government had come to power in 2015 and has embarked on an ongoing revolutionary conflict with Polish judicial institutions, as well as with the free and independent media, Poland has plummeted in democracy and freedom of press indices, similarly to some degree as is the case in Hungary.

Poland has become EU’s pariah, ever since EU institutions had no choice, but to instigate a number of legal actions against Poland for not adhering to the Rule of Law, among them being, the Article 7(1) TEU procedure – an infamous first in EU history.

Despite the war in Ukraine, when one would think that EU solidarity should be at a premium, the Polish PiS government has doubled down in its anti-EU stance by once again defying EU judgments and decisions and continuing its controversial reform of the judiciary. This resulted in the EUR 35 billion COVID-19 recovery grants and loans dedicated to Poland being frozen, thus further jeopardizing Poland’s outlook for growth.

Those in the current Polish government who were hoping that the war in Ukraine would result in the EU and the US emphasizing security and military matters to a greater degree, thus potentially turning a blind eye to Poland’s transgressions on matters of democracy and the Rule of Law, experienced a rude awakening when the US President Joe Biden continued to wag his finger in this respect during his high profile speech in Warsaw in June of this year.

This anti-democratic slide and, even more so, the recent crackdown on women’s reproductive rights and aggressive anti-LGBTQ propaganda, results in Poland having more similarities to Kremlin ideological politics than to the EU mainstream. In this sense, Poland should not serve as an example for Ukraine and their European aspirations.

2. Precarious Relationship with Germany

In a monumental speech in late February 2022, German Chancellor Olaf Scholz outlined a fundamental change to his country’s military spending doctrine and policy towards Russia. In particular, Germany plans on investing EUR 100 billion in modernizing its armed forces in order to face a new geopolitical threat from the East.

An objective observer would see this development as an extraordinary chance for realignment between Berlin and Warsaw, as well as a formidable opportunity for German and Polish defence sector companies to intensify cooperation. Poland has previously been critical of Germany for allegedly not doing enough to support Ukraine and questioned their loyalty over business ties with Moscow – the Nord Stream Baltic gas pipelines being a prime example of this. Now, European unity with a focus on German and Polish cooperation would seem to be the best bet in countering Russia’s neo-imperial ambitions.

Unfortunately, the current Polish government has not come to appreciate this ample opportunity for a reset. Conversely, Warsaw has recently elected to revisit the fruitless topic of alleged Polish reparation claims against Germany for Second World War destruction. Though such a move was primarily done for internal political purposes, as the PiS government is seeing a drop in its poll numbers and it is attempting to rally its base, this cannot be conducive to strengthening the relationship over the Oder river and will undoubtedly lead to distrust on both sides.

3. Polish-Russian Mistrust and Past History

To say that Polish-Russian relations have been tense would be an understatement. The two countries have vastly apposing strategic priorities. What is more, Putin’s unrealistic goal of restoring a Soviet-time sphere of influence makes it impossible for Russia to treat Poland as any equal partner.

Russia is not the only side that should take the blame for such a state of affairs. Unfortunately, the current Polish government has added fuel to the fire by irrationally promoting a debunked conspiracy theory that has Russia being the culprit behind the 2010 Smoleńsk air disaster that killed 96 passengers, including the then Polish President and top civilian and military brass. Both the Polish and Russian official investigations, as well as the international aviation community clearly determined that the airplane crashed ultimately as a result of the pilots’ errors and not due to any foul play.

Despite playing a key role in Ukrainian international efforts for well over a decade, Poland was not a party to the Normandy Format that led to the signing of the Mińsk Agreements. When it comes to Ukraine, France and Germany are the more significant players that have enough clout to get Moscow to the negotiation table, whereas Poland is still not able to punch above its weight.

Summary:

By virtue of sheer geography, size, political resolve, the relationship between the peoples and the significant number of Ukrainians that have found refuge in Польща, Poland inherently has a key role to play in all matters pertaining to Ukraine, be it political, in the defence industry space or in rebuilding Ukraine.

However, Poland is not living up to its potential. Its conflict with the EU and the tensions with Germany result in Poland not being a reliable partner, especially in any effort of bringing Ukraine closer into the European fold. If Poland truly wants to live up to its own ambitious views on its key regional role, Poland must immediately abandon its futile anti-EU politics, be it either in the form of a tectonic shift in the current government’s approach or through the Polish people heading to the polls en masse in order to elect a more pro-Western government.

Contact us

Roman Iwański

Advocate, Partner

Head of the Commercial Law Practice Group

[email protected]