The next edition of the acclaimed publication Getting The Deal Through: ESG and Impact Investing 2024 is now available. It is co-authored by experts from WKB’s ESG team: Anna Wyrzykowska, Marta Czarnecka and Sebastian Łyś.

Getting The Deal Through. ESG and Impact Investing is a comprehensive guide for comparing local legal and policy frameworks, obligations, commitments and best practices in selected countries. The publication also touches on the areas of ratings, incentives, the creation and operation of special purpose vehicles, state oversight, public procurement, government, non-government and supranational support, sources of funding, and recent trends. As part of the study, competition law experts from 11 jurisdictions around the world answer the same set of questions.

Our experts are the authors of the chapter on solutions adopted in Poland. We encourage you to read it online.

The next edition of the acclaimed publication Getting The Deal Through. Merger Control 2024, co-authored by experts from WKB’s competition law team: Aleksander Stawicki, Bartosz Turno PhD and Wojciech Kulczyk is now available on the market.

Getting The Deal Through. Merger Control is a comprehensive study of the merger control rules in force in selected countries and the practice of their application by the competition authorities. As part of the study, competition law experts from more than 70 jurisdictions around the world answer the same set of questions.

Aleksander Stawicki (Managing Partner), Bartosz Turno PhD (Partner) and Wojciech Kulczyk (Counsel) are the authors of the chapter on solutions adopted in Poland.

We invite you to read it online.

The next edition of the acclaimed publication Getting The Deal Through is now available on the market. Merger Control 2023, co-authored by experts from WKB’s competition law team: Aleksander Stawicki, Bartosz Turno PhD and Wojciech Kulczyk.

Getting The Deal Through. Merger Control is a comprehensive study of merger control regulations in force in selected countries and the practice of their application by antitrust authorities. As part of the study, competition law experts from more than 70 jurisdictions around the world answer the same set of questions.

Aleksander Stawicki (senior partner), Bartosz Turno PhD (partner) and Wojciech Kulczyk (counsel) are the authors of the chapter devoted to the solutions adopted in Poland.

We encourage you to read it online.

Anna Wojciechowska ist Mitautorin des Artikels, welcher die Problematik des Screenings ausländischer Direktinvestitionen (des sog. FDI Screenings) zum Gegenstand hat. Der Artikel wurde in der deutschen Fachzeitschrift „M&A Law Review“ im Rahmen der „One screening fits all?“ betitelten Artikelreihe veröffentlicht.

Der Artikel „One screening fits all? FDI Screening-VO und die Regelungen in Polen” beleuchtet die polnischen, sich auf die Screening-Mechanismen beziehenden Regelungen und vergleicht diese mit entsprechenden, in anderen Staaten und deren Rechtssystemen (darunter in Deutschland, in den Niederlanden, in Österreich, Frankreich sowie in der Schweiz) verankerten Vorschriften.

Der Artikel kam unter freundlicher Mitwirkung der für die renommiertesten ausländischen Kanzleien tätigen Rechtsanwälte zustande. In dem Artikel wurden die wichtigsten Regelungen unter die Lupe genommen, welche in dem Gesetz vom 24. Juli 2015 über die Kontrolle bestimmter Investitionen ihre Stütze finden. Ein besonders großer Wert wird allerdings der Frage des neuen – durchaus autonomen – Kontrollmechanismus für Direktinvestitionen beigemessen. Dieser wurde, für eine vorab bestimmte Zeit, im Laufe der Covid-19-Pandemie, im Zusammenhang mit der im Jahre 2020 verabschiedeten Novelle des oben bezeichneten Gesetzes entwickelt. Der angesprochene Artikel ist, in erster Linie, dem sachlichen und persönlichen Anwendungsbereich des geänderten Gesetzes gewidmet. Überdies ist ihm der Ablauf des Verfahrens vor dem Präsidenten des polnischen Amtes für Wettbewerb und Verbraucherschutz [Urząd Ochrony Konkurencji i Konsumentów] zu entnehmen. Schlussendlich werden die wesentlichsten Auswirkungen besprochen, welche die oben erwähnte Gesetzesänderung in der Praxis für M&A-Transaktionen hat, beziehungsweise – haben kann.

Mit dem Artikel können Sie sich unter diesem Link vertraut machen.

Jakub Jędrzejak, Marta Midloch, Ben Davey and Olga Tajak have co-authored the chapter on the Corporate M&A market in Poland in the latest publication Chambers Practice Guides 2022.

The full version of Chambers Corporate M&A 2020 Poland Guide is available on the publisher`s website.  You can also download the publication HERE.

Anna Wyrzykowska, Jakub Jędrzejak, Marcin Smolarek and Łukasz Czekański co-authored the chapter on Polish regulations regarding mergers and acquisitions in the real estate market in the prestigious “Real Estate M&A 2021” guide, published by Lexology.

This publication is a collection of concise chapters, focused on the specific rules applicable in particular jurisdictions, and their practical implications, for real estate investments, which enable one to have a comfortable and quick overview of the law. It was co-authored by select experts from each of the featured jurisdictions.

The Polish chapter was authored by a multidisciplinary team of WKB’s experts: Anna Wyrzykowska (Partner, Head of the Real Estate & Property Development practice), Jakub Jędrzejak (Partner, Head of the M&A practice), Marcin Smolarek (Partner, Head of the Banking & Finance practice) and Łukasz Czekański (Partner, Head of the Tax team).

A full version of the publication is available on the publisher’s website. Click here to access the chapter on Poland.

In February 2021, the PWN publishing house published a monograph entitled “Electromobility as e megatrend of contemporary economy”, edited by prof. Wojciech Drożdż. The publication contains an analysis of the key economic and legal challenges faced by all entities involved in the process of electromobility development in Poland.

One of the authors is Dr Jarosław Kola, who in collaboration with prof. Katarzyna Kokocińska, developed the chapter entitled: “Cohesion of actions in the pursuit of development policy on the example of public investment in the area of electromobility”.

The European Single Market has opened the way for entrepreneurs from different countries to expand beyond the borders and offer numerous opportunities for development in many areas and sectors. Law firms had to adapt their offers if they still wanted to successfully provide advisory services to foreign clients operating on markets other than the local ones. In response to the need of Italian companies willing to operate abroad without a language barrier, OMNIA Association was established, bringing together 17 Italian Desks from law firms all over the world, including the WKB Italian Desk.

In a series of publications, Top Legal Review magazine discusses OMNIA’s activities, its latest issue focusing on law firms from Spain, Slovenia, Portugal, France, Germany and Poland. Development opportunities on the Polish market are presented in the commentary to the article by Domenico Di Bisceglie, partner and co-head of the Italian Desk team at WKB.

The article is available HERE [in Italian].

The C.H. Beck publishing house recently released a publication titled “Act on electromobility and alternative fuels. Commentary” (Polish: “Ustawa o elektromobilności i paliwach alternatywnych. Komentarz”), edited by Dr. hab. Jakub Pokrzywniak – a partner at WKB – and Dr. hab. Katarzyna Kokocińska. Members of three of the firm’s practices are among the contributing authors: Dr. Jerzy Baehr, Maciej Szambelańczyk, Dr. Piotr Lissoń and Krzysztof Sikorski of the energy law practice, Agnieszka Chwiałkowska and Dr. Jarosław Kola of the public procurement practice, and Dr. Sergiusz Urban of the environmental protection and natural resources practice.

Dr. hab. Jakub Pokrzywniak commented that “The Polish electromobility market has an enormous potential for growth, especially in the context of environmental and climate needs, to which our country has to adapt to in the coming years. Many challenges still face market participants, including those related to the continuing development legal framework for this sector. We hope that this commentary will be a valuable source of knowledge for all those involved in shaping this ever more important branch of our economy.”

The publication’s authors discuss the provisions of the Act of 11 January 2018 on electromobility and alternative fuels in detail, including the most recent amendments to it, such as those related to the prevention, counteraction and combatting of COVID-19, among others. The commentary also deals with issues related to the rules on the development and operation of electromobility infrastructure, describes the tasks and duties of charging station operators and charging service providers, as well as the national policy framework for the development of alternative fuel infrastructure and the means of its implementation.

“The topic of electromobility requires an interdisciplinary approach, which is why a team of experts from a range of legal fields participated in this project. It is precisely the combined knowledge and experience of these several specializations which allows us to focus on and bring attention to the various aspects of the Act. We are pleased that we could be a part of such an important project.” – added Dr. Jerzy Baehr, a managing partner at WKB.

You can find more information on this publication on the website of C.H. Beck (in Polish).

In November 2020, C.H. Beck publishing house released the third volume of the series titled “System prawa handlowego.” (Commercial contract law. System of commercial law). Vol. 5C included continuation of considerations on the detailed part of commercial contract law (commenced in volumes 5A and 5B), and discussion of the following types of contract:

• investment and construction contracts,
• energy contracts,
• transportation and logistics contracts,
• tourism contracts,
• banking contracts,
• factoring and forfaiting contracts,
• financial instrument contracts,
• insurance contracts,
• electronic trading agreements,
• medical contracts.

The chapter on insurance contracts is co-authored by dr hab. Jakub Pokrzywniak, a co-head of WKB insurance team. The author thoroughly discusses all aspects of the insurance guarantee, from explanation of the very definition and function of the guarantee, to discussion of legal regulations related to this type of contract, to the issues of payments and claims.

More information on the publication is available on  C.H. Beck publisher’s website (in Polish).

“The growth of electromobility in Poland has not been as spectacular as its participants predicted. At the same time, we can hope that it will accelerate…” – writes Dr hab. Jakub Pokrzywniak – an expert in energy law and editor of comming soon “Act on electromobility and alternative fuels. Commentary” (C.H.Beck, 2020).

According to the author, one of the main factors that is very important in the development of electromobility in Poland is the construction of infrastructure allowing for charging electric vehicles. What are the legislator’s requirements, what the procedure looks like and who is an important link in this process, you can read in the article published in Executive Magazine (3/2020) available HERE.

The full edition can be found on the publisher’s website.

It may occur that an entrepreneur already facing difficul-ties fulfilling a contract may attempt to cite the COVID-19 pandemicassufficientreasonforthemtoceaseperforming their contractual obligations without facing any further consequences. Such an approach would be unjustified. The pandemic in and of itself cannot justify a party’s failure to perform their contractual obligations, nor can it serve as grounds to terminate an unprofitable contract….

READ THE WHOLE ARTICLE

An article by Marta Midloch was published in Executive Magazine (2/2020).

In June 2020, Lexis Nexis (South Africa) published the publication titled “Public Procurement Regulation in Africa: Development in Uncertain Times”, with contributions from an international team of academics specialising in public procurement law and edited by Prof. Geo Quinot and Prof. Sope Williams-Elegbe from Stellenbosch University in Cape Town.

One of the co-authors is Dr. Jarosław Kola – an expert from WKB’s public procurement team – who published the results of his research in the chapter titled „Public procurement as a tool of conducting development policy in emerging markets: The example of Poland”.

The details concerning this publication are available on publisher’s website.

Anna Wyrzykowska has authored the chapter on Polish regulations regarding the real estate market in „The Real Estate Guide Poland”, prepared by MultiLaw International.

The publication contains answers to questions regarding restrictions on purchasing real estate, tax issues and property issues.

The full version of the publication is available on the publisher’s website.

In May 2020,  Wolters Kluwer publishing house released a paper titled ‘Innovative technologies in health care. Legal aspects’, edited by Katarzyna Kokocińska, DSc of Adam Mickiewicz University, Poznań. One of the co-authors of the publication is Dr Jarosław Kola, an expert in the WKB public procurement team.

The authors address the issue of implementing new technologies in various fields of broadly understood health care. Dr Jarosław Kola is the author of the chapter on public procurement for innovative medical technologies.

For more information on this publication please visit the publisher’s website.

Jakub Jędrzejak, Marta Midloch, Ben Davey and Katarzyna Kozak have co-authored the chapter on the Corporate M&A market in Poland in the latest publication Chambers Practice Guides 2020.

The full version of Chambers Corporate M&A 2020 Poland Guide is available on the publisher’s website. You can also download the publication  HERE.

Andrzej Wierciński, Anna Wojciechowska and Anna Wyrzykowska have co-authored the chapter on Polish regulations regarding corporate governance in ”The Corporate Governance Review 2020”.

Due to the ever-growing presence of corporations in business transactions, and their profound impact on the functioning of the market, the topic of corporate governance has been gaining in importance in recent years. This publication is a collection of concise chapters which focus on corporate governance rules applicable in particular legal orders and their practical implications, which enables comfortable and quick overview.

Published as part of the prestigious The Law Reviews, this year 10th edition of ”The Corporate Governance Review” features an overview of corporate governance rules in 26 selected jurisdictions worldwide. It has been co-authored by selected experts in the field of company law and corporate governance from each of the featured jurisdictions.

The full version of the publication is available on the publisher’s website. To access the chapter regarding the Polish jurisdiction, click here

WKB Wierciński, Kwieciński, Baehr law firm has again been ranked by Media Law International – the most important  international ranking published as a specialist guide to the world’s leading media law firms.  This year WKB has received a Tier 1 recommendation, placing our firm among the top four law firms in this area in Poland.

The ranking is also accompanied by a series of articles dedicated to recent developments or highlights in the Polish media industry and local media law – we invite you to read one of them: “HbbTV- is it only a technology standard or does it raise legal uncertainty?” by Agnieszka Wiercińska-Krużewska and Paulina Maślak-Stepnikowska.

The full text of article can be found HERE.

Jakub Jędrzejak

The SARS-CoV-2 virus pandemic which causes the COVID-19 illness is negatively impacting the global economy, including the Polish market. The question which needs to be answered now is not whether the pandemic will affect the mergers and acquisitions market in Poland, but to what extent and for how long will these negative consequences influence the health of businesses, and likewise their ability to continue ongoing transactions and investments as well as to carry out new ones.

At the current stage it is difficult to clearly foresee whether mergers and acquisitions will be suspended entirely for some time, however, it is already visible that parties to transactions approach them with more caution and must take new factors and risks into account when trying to adapt to new means of managing them. In the last two weeks a number of transactions got simply suspended or the pace at which they are progressing was significantly slowed-down.

Consequences of the pandemic are already visible at every stage of currently pending transactions. Starting with due diligence processes, given the current lock-down and the recommendation to stay at home, entities planning sale of their companies or enterprises encounter significant problems in collating documents for the purposes of disclosure within VDR. Within already pending DD processes, lawyers and other advisors will need to bear in mind the impact of the SARS-CoV-2 pandemic itself, as well as its effects on the ability of businesses to perform their obligations, and thus their financial situation, protection of their supply chain, availability of markets, etc.

Changes in the approach taken towards ongoing and future negotiations should be expected, especially in transactions where the signing and closing do not happen concurrently. Parties with concerns about the pandemic’s influence on their financial results and their expected return on investment may attempt to apply a variety of legal solutions. It can certainly be expected that MAC (Material Adverse Change) clauses, enabling the purchaser to withdraw the transaction in case material adverse change occurs, will come to be used much more often than was the case recently.

We also expect that the current pandemic will influence wording of other provisions in the SPAs such as the parties’ representations and warranties and the interim period covenants to the extent applicable to the company’s operations in the ordinary course of business (and how these are protected against the impact of limitations imposed in connection with the pandemic), or the conditions precedent to closing (e.g. implementation of certain solutions enabling to soften the impact of the pandemic on the business). It should be also expected that parties will move away from applying a Locked-Box price formula (which in recent years was gaining popularity in Poland) and that transactions will be settled based on Closing Accounts formula, most likely coupled with Earn-Out formulas set for a number of years such that the sellers could participate in the potential increase of target’s value in future years, once the effects of COVID-19 are overcome.

One may also not exclude that for those entities that have accumulated and will retain financial resources that they could use for investment purposes, opportunities will arise on the market to take over interesting assets at preferential prices (whether as part of ordinary M&A processes, where companies will be selling their non-core assets to maintain liquidity, or within insolvency or restructuring proceedings).

All in all, the M&A market is likely to look very different in the coming months comparing to what we were all used to in the recent years.

The new issue of Getting The Deal Through. Merger Control 2020 co-authored by WKB competition law experts, Aleksander Stawicki, Bartosz Turno, PhD and Wojciech Kulczyk is now available on the market.  

Getting The Deal Through. Merger Control is a comprehensive publication on merger control regulations in selected countries and the antitrust authorities’ practice in their application. The same set of questions is answered by competition law experts from 69 jurisdictions world-wide.

Aleksander Stawicki (Senior Partner), Bartosz Turno, PhD (Partner) and Wojciech Kulczyk (Senior Associate) have authored a chapter devoted to the solutions adopted in the Poland, which is available online.

Find out more about the publication on Getting The Deal Through website.