EXPERTISE

Corporate and commercial transactions

Since Poland joined the European Union, the country has been a strong recipient of foreign investment, stronger than the other countries in the region, and the trend will continue. The partners of Siemiątkowski & Davies expect to see a flow of significant corporate and commercial transactions continuing over the coming years, especially in infrastructure projects.

The firm is well placed to advise on these matters. The partners have been involved in major corporate transactions since the changes in the Polish economy first took place over 20 years ago. Both Andrzej Siemiątkowski and Michael Davies were involved in the first privatisations and have worked on a multitude of corporate deals in Poland. They have advised on a wide-range of privatisations, acquisitions, disposals, financings and joint ventures in Poland in various sectors including telecoms, energy, insurance, construction, chemicals, real estate, and services.

The partners€™ experience includes acting in connection with the following:

  • commercial contracts
  • corporate governance
  • distributions agreements
  • general company advice
  • joint ventures
  • loan agreements and security documents
  • mergers and acquisitions
  • partnerships
  • refinancings and restructurings
  • service agreements
  • share acquisitions and disposals

Real estate

In recent years the real estate sector has seen a wide variety of international investors either developing projects or buying/selling completed developments. The partners of the firm have been involved in a wide variety of real estate transactions over the last 20 years. The partners' experience includes acting in the negotiation and drafting of:

  • acquisition and disposal agreements for land and buildings
  • construction and engineering contracts
  • consultancy agreements
  • development contracts
  • escrow agreements
  • leases
  • loan agreements and security documents
  • property management contracts

We have also worked on many finance transactions in the sector, advising borrowers and developers on the documentation for acquisition and development financing.

The firm works in the retail, office, residential and logistics sectors and has advised on projects and transactions in these sectors in many locations in Poland. Our clients are primarily real estate funds, private equity funds, contractors, developers and retail operators.

Private equity

The European Private Equity & Venture Capital Association and the Polish Private Equity Association demonstrate in their publications how active private equity funds have been in Poland and elsewhere in the region, and how investments have increased over the last few years.  Poland is the largest private equity market in the region. Active funds include both locally based funds as well as regional players.

In Poland the top investments have been made in industrial products, communications, consumer products, energy and environment, electronics, financial services, transportation and life sciences.

Siemiątkowski & Davies is able to advise on private equity transactions, both at the investment stage and at the exit, and can advise management.

Projects

Many infrastructural sectors continue to be in need of significant upgrade or new construction to approach parity with the other members of the EU. This is particularly true of the transport sector (roads, railways, ports, airports), the energy sector (power generation and distribution, and green energy projects), and the water and health sectors. These sectors will in many cases require foreign participation, either investors bringing capital and technology or foreign bank loans, or both. The EU environmental standards to be met by Poland will involve large sums, to be spent on a wide variety of projects – for example, in power, water and waste management.

Siemiątkowski & Davies can assist on such projects and, because of the experience of the partners in project finance transactions over the past decade (they worked on some of first project finance deals in Poland), they can, for example, advise on making project structures bankable.

Litigation and arbitration

Poland, as member state of the EU, applies the Council Regulation (No 44/2001) which requires the enforcement in Poland of civil and commercial judgments issued by Courts of other member states. Claimants or plaintiffs will therefore sometimes have the choice of litigating in the Polish courts or the foreign courts. International investors have traditionally preferred the use of arbitration to resolve their disputes relating to investment in Poland. The parties will also have a choice here. Contracts may provide for arbitration before the domestic arbitration forum (for example, the arbitration court of the Polish Chamber of Commerce) or before an international tribunal such as the ICC in Paris, the Economic Chamber of the Vienna Chamber of Commerce, or the London Court of International Arbitration based in London. Other arbitration alternatives exist such as the use of ad hoc rules. In 2005 new legislation was introduced to modernize the arbitral procedure. They have clarified a number of doubts connected with the old procedure.

Siemiątkowski & Davies can advise on the appropriate arbitration forum and can prepare the relevant arbitration clause. In addition, the firm is able to deal with and act in connection with both domestic and international arbitration, and litigation in the Polish courts in civil, commercial and administration matters.

Private clients

Siemą…tkowski & Davies also advises on private clients matters, in particular those with an international or foreign element. For example, Michael Davies has advised on partnership issues under English law and their implications in Polish law. In addition, the firm provides legal advice in inheritance, family and civil cases in cooperation with Polish advocates. If matters of individual clients include disputes or require court intervention, we cooperate in this regard with a Polish advocate (www.pinakiewicz.pl).