Archives: Aktualności członków

With regard to the questions addressed to the Chamber in the case of the COVID-19 and the desire to share preventive actions in this matter, we invite you to read and analyze the restrictions introduced in Swiss companies. The file will be updated on a regular basis and is available in Polish only.

GESSEL represented the Highlander Partners private equity fund in the sale of a majority stake in the Akomex Group.

The co-founder and current minority shareholder Sebastian Śliwa (supported by AMC Capital IV S.c. Sp., a fund advised by Mezzanine Management) will take over control of the company. The transaction requires antitrust clearance from the Office of Competition and Consumer Protection (UOKiK).

GESSEL provided comprehensive legal support at all stages of the transaction, including drafting of the transaction documentation and negotiations.

The GESSEL team working on this project was led by Marcin Macieszczak, managing partner and was composed of Maciej Kożuchowski, partner, Krzysztof Jasiński, senior associate, Bartłomiej Woźniak, senior associate, Adam Kraszewski, managing associate, and Karolina Krzal-Kwiatkowska, senior associate.

GESSEL has been involved in the Highlander Partners fund investment in Akomex at all its stages. We had the pleasure of advising our Client on the acquisition of a controlling stake in Akomex in 2010, and in the subsequent years we worked with Highlander Partners and the Akomex Group on a sequence of strategic projects – including our support in the acquisition of Druk Pak carried out in a public-to-private structure in 2014. This transaction has enabled expanding the Akomex Group offer to include the pharmaceutical packaging sector. Advising Highlander Partners in the exit process crowns our commitment to this investment. We are happy that we had the opportunity to thus contribute to the creation of one of the largest packaging companies in Central Europe.

“Congratulations to Highlander Partners on a successful investment and, at the same time, thank you for your trust and the possibility of many years of cooperation in this project.
Due to the opportunity to participate in the entire transaction process – from advising on the purchase of the company, through activities that increase the company’s potential, to exit from the investment – it was a unique transaction for us, and one in which a large part of our team took part. I would like to thank all the GESSEL staff involved in the project and to wish our Client further successes and further successful investments ! “

– Marcin Macieszczak, managing partner, GESSEL

Highlander Partners is a private equity fund that deals with direct investments in manufacturing and service enterprises in selected industries. Highlander Partners operates in the United States and Central and Eastern Europe. The fund manages assets worth over USD 2 billion.

The Akomex Group is one of the leading producers of solid and corrugated cardboard packaging, leaflets and labels in Central Europe for the pharmaceutical, cosmetics, food, electronics and other sectors. The company was founded in 1993 in Starogard Gdański. It has 3 modern factories in Poland and Denmark, which produce over 1.8 billion packages annually.

https://gessel.pl/en/news/gessel-advises-highlander-partners-on-its-sale-of-the-akomex-group/

 

In the underlying verdict, the Court presented very favourable for taxpayers interpretation of prerequisite referring to “direct connection” of the costs with the services provided by taxpayer (this is one of the exemption that allows the taxpayers not to apply the limitation provided by Article 15e of Polish CIT Act). The court stated that “direct connection” should be understood widely and it cannot be limited only to those expenses, which are further incorporated in the price of goods / services sold by the taxpayer. It should not be also equated with “costs directly generating revenues”.

WHAT CAN BE THE EFFECT OF THE JUDGEMENT AND HOW CAN WE HELP?

In our view the judgement may be very interesting point in discussion regarding potential solutions that may be now implemented by the taxpayers, also with respect to FY 2018-2019. Please note that besides argumentation that was raised in the verdict at hand, CRIDO’s litigation team developed additional argumentation which may strengthen the position of the taxpayers in this respect (also in case the taxpayers wishes to apply for a tax refund on the basis of application of “direct connection” rule provided by Article 15e of Polish CIT Act). We would be pleased to discuss with you this in details and discuss further strategy in your individual case.

Worth asking.

Anna Pęczyk-Tofel PARTNER CRIDO

E: anna.peczyk-tofel@crido.pl T: +48 22 324 59 36

It is with great pleasure that we announce the promotion of Dr Bartłomiej Woźniak, advocate practicing on the M&A team led by Maciej Kożuchowski, and of Paweł Kwiatkowski, advocate with our litigation and special cases / risk&support practice led by Piotr Schramm, to managing associate.

Dr Bartłomiej Woźniak specialises in mergers and acquisitions, banking and finance, and company law and business law. He has worked with many private equity and venture capital funds, advising on share deal-  and asset deal-type transactions on the buyer as well as seller sides. He also advised on buy-out transactions (including LBOs and MBOs) and on expansion capital transactions. He has experience with organised divestment processes, with transactions involving representations and warranties insurance (which is a novel concept in Polish legal dealing), and with cross-border / multi-jurisdiction projects.

With GESSEL since 2014.

Paweł Kwiatkowski represents Clients in corporate matters (for example cases concerning liability of management board members for actions to the company’s detriment), with respect to construction projects (he has represented contractors and investors in extraordinary appeals before the Supreme Court), and in civil proceedings as well as in criminal proceedings rooted in tax law (he represented the president of a company’s management board charged with racketeering offences and VAT fraud). His experience with adversarial proceedings is also applied in the context of M&A deals – for example, he advised in a dispute arising after sale of a waste handling operator – and in negotiations, also with a cross-border element.

Since February 2017, a member of the Arbitration Committee of the Lewiatan Arbitration Court.

With GESSEL since 2012.

We congratulate our colleagues and look forward to future successes together!

https://gessel.pl/en/news/bartlomiej-wozniak-and-pawel-kwiatkowski-promoted-to-managing-associate/ 

Zurich, Switzerland – On March 9, during the SHAKE UP THE WORKPLACE! unconference in Zurich, I will have the pleasure to speak about the methods and benefits of activation of the 50+ workforce. The event is intended for CEOs and HR specialists, and will feature numerous forms of engagement and workshops. On behalf of Career Partners International, a partner of the convention, I would like to invite you to the event and offer a 15% discount on tickets.

Please read the following information for more information about the SHAKE UP THE WORKPLACE! event and ticket reservation.

Transfer pricing is one of the most significant aspects of international tax law. To help you understand the most recent legislative changes we invite you to take part in our free-of-charge webinar:

New obligations regarding transfer pricing – transfer pricing reports TPR-C/TPR-P

The webinar will be held on 13 February between 11:30 and 12:30, and our expert will highlight the key requirements to be met and the most important measures to be taken to adapt to the new regulations. The webinar will discuss the following:

• overview of the new reporting obligations applicable since 1 January 2019
• filing a report – the report form, the deadlines and the obliged entities
• concerns and preliminary recommendations on how to get ready.

Organiser: Rödl & Partner

Date: 13 February 2020, 11:30–12:30

Language: the webinar will be delivered in Polish

Our instructors: Daria Walkowiak, Attorney at Law (Poland), Manager; Łukasz Szczygieł, Tax Adviser (Poland), Senior Associate

Please register>>

The same webinar will be delivered in German by Daria Walkowiak on 13 February, 14.30. Please register to the webinar to be held in German.

Effective 1 January 2020, Adam Kraszewski leads the employment law and life sciences / IP practices at GESSEL.

Adam Kraszewski first joined GESSEL in 2006.

He has extensive experience in the realm of employment law (in its individual as well as collective aspects) and in the related fields of personal data protection and compliance, and he works together with Clients in devising solutions – oftentimes innovative ones – best suited to their individual long-term requirements. The other core focus of Adam’s expertise comprises the legal aspects of life sciences, the pharmaceutical industry and intellectual property law. The highlights of his track record to date include successfully navigating the consecutive steps of the process entailed in securing inclusion of medicines used in treating rare conditions in the national reimbursement scheme. He has advised on questions relating to advertising of medicinal products, supported the implementation of new IT solutions, designed incentive schemes (also ones involving share options), and represented Clients in disputes with the Social Insurance Institution.

Adam Kraszewski regularly publishes articles on employment law and pharmaceutical law and speaks at conferences and training events.

“I am very happy at this opportunity to assume such an important role. It has been my good fortune to work with GESSEL for a long time now, and I know that this is an organisation which brings together top-notch talent. The life sciences / IP and employment law practices of our firm were first established and then developed under the leadership of Dorota Bryndal, so I am humbled at stepping into her shoes; at the same time, I know that, with a team such as this, we are the best, and will be the best for a long time to come.”

Adam Kraszewski
Practice Head, employment law and life sciences / IP, senior associate 

“Life sciences / IP and employment law are becoming increasingly important in many fields of the modern economy. It is only fitting, therefore, that these practices at GESSEL be headed up by a renowned specialist. After 14 years of working with Adam, I am confident that he is up to this new challenge; I rejoice at his success and look forward to sharing new achievements with him. With Adam in this role, our life sciences / IP and employment law Clients will be in good hands!”

Marcin Macieszczak
Managing partner 

 

Are you about to implement the Employee Capital Plans (ECPs) in your company? Do you already offer the ECPs and wonder what’s next? Our workshop named “Employee Capital Plans from the employer’s perspective” will include practical examples of the implementation, case studies, advice from experts in various areas. All about ECPs in one place.

Most Polish enterprises have become obliged to implement the Employee Capital Plans (ECPs) on 1 January 2020. However, the ECPs are not just a new and potentially significant component of the national pension system and a chance for higher pensions. They also impose a number of obligations on employers in connection with the ECP implementation and maintenance for years to come. Experts such as lawyers, HR and personnel specialists, representatives of investment funds, an independent financial analyst and a representative of the Polish Development Fund (PDF) will discuss how to prepare for the ECPs and present the practical aspects of their implementation and functioning during the workshop named “Employee Capital Plans from the employer’s perspective” this 5 February.

Detailed agenda and registration: https://www.roedl.pl/pl-pl/pl/event.aspx?ID=16

Throughout February we are inviting you to more ECP workshops in other cities across Poland:

• Gliwice, 6 February, registration: https://www.roedl.pl/pl-pl/pl/event.aspx?ID=17
• Cracow, 19 February, registration: https://www.roedl.pl/pl-pl/pl/event.aspx?ID=20
• Poznań, 20 February, registration: https://www.roedl.pl/pl-pl/pl/event.aspx?ID=18
• Wrocław, 26 February, registration: https://www.roedl.pl/pl-pl/pl/event.aspx?ID=19

Workshops are organised by Rödl & Partner: roedl.pl

We would like to encourage you to participate in an annual survey on economic situation and investment attractiveness of Poland.

The survey is conducted in cooperation with bilateral Chambers in Poland which are operating within the International Group of Chambers of Commerce (IGCC).

It is addressed mainly to the foreign investors and entrepreneurs operating on the Polish market. Click here to access the survey.

You can participate in the survey until 2nd March. There are three language versions available (Polish, English and German).

GESSEL advised the AVALLON fund on its acquisition of a majority stake in Clovin S.A.

In performing the just-signed investment agreement, the company will aim to expand its portfolio of innovative, environmentally-friendly products and to continue its intensive investments programme, strengthening its position in the domestic and export markets. Apart from this organic growth, the company is also planning acquisitions in the cleaning products segment. The overarching aim is to develop the company’s potential to its utmost.

GESSEL provided comprehensive legal support at all stages of the transaction, including due diligence, preparation of an antitrust filing to the Office of Competition and Consumer Protection, negotiations, and closing.

AVALLON is an independent Polish private equity fund manager. It has been a pioneer of management buy-outs in the Polish market; beginning in 2001, AVALLON MBO was involved in more than 100 transactions of this type, and the various AVALLON MBO funds were the first entities of this kind launched in Central and Eastern Europe.

The Clovin S.A. group (www.clovin.com.pl) produces washing detergents and cleaning products for industrial as well as private use. Over its 20 years in the Polish market, it initially concentrated on washing supplies for entities such as hotels and hospitals before expanding into the B2C market, which now accounts for most of its revenues. Clovin has branches in Germany and Lithuania as well as a production facility in Ukraine, and Clovin-brand goods are used in over 25 countries on 5 continents.

The GESSEL team working on this project was led by Maciej Kożuchowski, partner and was comprised of Bartłomiej Woźniak, senior associate; Karolina Krzal-Kwiatkowska, senior associate; Michał Trociuk, senior associate; Marta Grabiec, senior associate; and Anna Haciuk; associate; Christian Schmidt, partner and Bernadeta Kasztelan-Świetlik, partner also contributed.

“It has been a pleasure for us to advise AVALLON on yet another project – the Fund’s investment in the Clovin S.A. group, a producer of washing powders and cleaning products for professional as well as household applications. Our long years of experience with previous projects for this Client left us well equipped to effectively address this newest challenge.” 

Maciej Kożuchowski
Partner

https://gessel.pl/en/news/gessel-advises-avallon-on-an-investment-in-clovin-s-a/