DJM in the Chambers & Partners ranking
We are proud to announce that for the fifth time in a row – Dubiński Jeleński Masiarz and Partners was ranked in this year’s Chambers Europe published by Chambers & Partners. It is one of the most prestigious rankings of law firms.
We were ranked in the following three categories: Restructuring / Insolvency, Banking & Finance and Corporate / M&A. In the category of Restructuring / Insolvency we were included in Band 2, and were outranked only by two international firms.
Partners leading the restructuring practice – Kazimierz Jeleński and Jarosław Dubiński – once again were ranked individually as leading experts in restructuring and insolvency.
We are honoured by our Clients’ opinions quoted in the ranking, describing our Team as “very much focused on this area and getting a lot of assignments from clients, including large financial institutions.” „The biggest advantage of this team is the focus on getting the deal done. They try to understand the situation of the company and various groups of stakeholders.”
We would like to thank our Clients for their trust and another year of fruitful cooperation.
DFJ changes name and appoints Tomasz Masiarz a managing partner
We are happy to inform you that as of 9 January 2018 our firm’s name has changed to Dubiński Jeleński Masiarz and Partners sp.k.
The change of name is the result of the appointment of Tomasz Masiarz as one of the three managing partners, replacing Wojciech Fabrycki in this capacity. For 17 years now, Tomasz Masiarz has been specializing in financial markets, securities, investment fund law and asset management.
Assumption by Tomasz Masiarz’s od duties of the managing partner is an element of the strategy of strengthening our transaction practice in the area of securities and public companies. The change will ensure support for our strong Mergers & Acquisition Practice, managed by Jarosław Dubiński, Kazimierz Jeleński and Paweł Kapica, which has carried out the largest number of the most spectacular of the firm’s M&A projects.
Dubiński Jeleński Masiarz and Partners is a leading Polish law firm specialized in business law. We have over 30 lawyers, and our Partners are recognized experts in their fields of specialization. Jarosław Dubiński together with Kazimierz Jeleński oversee the transactional and restructuring practice, Tomasz Masiarz is responsible for capital markets and securities practice, Paweł Kapica manages numerus mergers & acquisitions and private equity / venture capital projects, Tomasz Chełstowski heads the litigation practice, and Grzegorz Bocian is in charge of corporate debt financing and corporate law projects. For the last couple of years, owing to the transactions implemented as part of the practice led by Jarosław Dubiński and Kazimierz Jeleński, our firm has maintained a top position in the Ranking of Law Firms organized by the Rzeczpospolita daily, in the category of equity and restructuring transactions, and has been awarded in prestigious international rankings of law firms: Chambers Global and Chambers Europe in the category of Restructuring and Insolvency and Banking and Finance.
Tomasz Masiarz has over 17 years of experience in advising clients active on Polish capital markets, including public companies and investment funds. Tomasz Masiarz specializes in financial instruments markets, public offerings, investment fund law and asset management. Apart from advising clients on all aspects of their operations, he has acted on their behalf in numerous proceedings held before the Polish Financial Supervision Authority (KNF) and the Polish Securities and Exchange Commission (KPWiG), including the successful establishment of a dozen or so investment fund companies and several hundred investment funds. He lectures at the Post-Graduate Capital Market Law Studies at Warsaw School of Economics. He has been invited on numerous occasions as an expert to conferences on capital market regulations. He has also authored a number of publications on Polish capital markets.
Purchase of a portfolio of 11 properties for Octava FIZAN
Our Law Firm advised the Octava Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (Octava FIZAN) investment fund on the purchase of a portfolio of properties, including 11 office and commercial buildings: Centrum Krakowska 61, Renaissance Tower, Eureka Park complex, Viking House, Rodan, Onyx office building in Krakow, Media Markt in Chorzów, and Carrefour in Bolesławiec with a total leasable area of some 140,000 square meters. These buildings were acquired through the acquisition of 30 companies from the BPH FIZ Sektora Nieruchomości under liquidation and BPH FIZ Sektora Nieruchomości 2 under liquidation funds. The transaction was finalized following the anti-monopoly clearance given by the Office of Competition and Consumer Protection.
Octava Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (non-public, closed-end investment fund) is a member of the capital group controlled by the Elliott Group and Octava investment funds.
Who will gain and who will lose? – counsel Jeleński about practical aspects of the new restructuring law
Kazimierz Jeleński, legal counsel from the law firm of Dubiński Fabrycki Jeleński i Wspólnicy, presented at the 3rd Congress of Restructuring Law the most important issued connected with the application of the new restructuring law. In his presentation, he addressed genesis of the new law and its key challenges, as well as the impact of partial arrangements on practical restructuring processes.
The 3rd Congress of Restructuring Law was held under honorary patronage of, among others, the Ministry of Development, the Ministry of Justice, the Polish Chamber of Restructuring Advisors, the Polish Bar Council, the Polish Association of Corporate Practicians, the Association of Polish Judges (Iustitia) and the Confederation Lewiatan. The event was held in Warsaw on 16-17 June and was attended by many notable professionals of law, specialising in restructuring.
The law firm of Dubiński Fabrycki Jeleński i Wspólnicy among the leaders on the Polish market of legal services
The law firm of Dubiński Fabrycki Jeleński i Wspólnicy has been again singled out by the opinion-making Rzeczpospolita daily in 2016 Law Firm Ranking, taking the top position among Polish law firms, just behind large international network entities.
In 2015 our law firm was involved in 4 out of 30 largest transactions carried out on the Polish market. And in 2016 we advised in 3 out of 32 largest transactions on the Polish market, which also placed us on the top position among Polish entities.
In 2016 the law firm of Dubiński Fabrycki Jeleński i Wspólnicy is again present in one of the most prestigious international rankings of law firms kept by Chambers & Partners, i.e. Chambers Global and Chambers Europe (under the following two categories: Restructuring and Insolvency, Banking and Finance).
The granting of mezzanine debt financing by a Darby Fund from the Franklin Templeton Group to a company operating in the sector of chips and snacks production.
The team from the law firm of Dubiński Fabrycki Jeleński i Wspólnicy advising on the transaction was managed by attorney at law Tomasz Kudelski. Other involved persons were, among others: Aleksandra Rogalska and Izabella Piętka
Acquisition of control
Transaction involving the acquisition of control over a group of companies operating in the sector of white mushrooms compost production by a company owned by a private equity fund from the Abris Group.
The team from the law firm of Dubiński Fabrycki Jeleński i Wspólnicy advising on the transaction was managed by attorney at law Wojciech Fabrycki. Other involved persons were, among others: Tomasz Kudelski, Izabella Sieroń, Aleksandra Rogalska, Izabella Piętka and Paweł Bartosiewicz.
Dubiński Fabrycki Jeleński at 4th Congress on Legal Regulations on Management of Receivables
Legal advisor Kazimierz Jeleński, a partner at the Dubiński Fabrycki Jeleński i Wspólnicy Law Firm (DFJ), participated in a discussion on new regulations on restructuring during the 4th Congress on Legal Regulations on Management of Receivables organized annually by the Conference of Financial Companies in Poland. Mr. Jeleński presented doubts concerning new regulations and their interpretation.
New restructuring law regulations became effective on January 1, 2016. In the opinion of Mr. Jeleński, they increase the effectiveness of arrangement procedures and creditors’ impact on the appointment and composition of the Board of Creditors. Unfortunately, the new powers concerning creditors’ impact on the composition of the Board of Creditors are linked with the regulations excluding the Board’s access to material information and documents concerning debtors, as the Board has been deprived of access to trade secrets. This gives rise to a question whether the Board of Creditors, cut off from material information, will be able to exercise effective supervision of the course of restructuring processes. In Mr. Jeleński’s opinion, doubts are also aroused by a review of regulations on recovery procedures. This applies, in particular, to the regulations excluding any enforcement against assets under recovery procedure and regulations making it possible to declare the ineffectiveness of security instruments established within 12 months prior to the opening of recovery proceedings. In Mr. Jeleński’s opinion, it will be easier in recovery proceedings to deprive creditors of security instruments than to persuade them to provide debtors with the financing necessary to carry out business and restructure their enterprise. Therefore, there is a risk that recovery processes will be used not so much to recover the value of the restructured enterprises in cooperation with creditors as to redefine debtor’s relations with creditors and limit security instruments held by creditors.
The panel discussion was also attended by Bartosz Groele, Vice President of the Allerhand Institute, Agnieszka Chromińska, Head of Judicial Dunning at the EOS & M. Witoń Law Firm, Jacek Goliński, Head of the Corporate Credit Restructuring and Asset Management Department at BZ WBK SA, and Marcin Czugan, Head of the Legal-and-Legislative Department at the Conference of Financial Companies.
Third edition of Investment Funds (Sweet & Maxwell, International Series) with contribution from DFJ lawyers
We are pleased to announce that lawyers of the Dubiński Fabrycki Jeleński i Wspólnicy Law Firm have been selected to co-author the third edition of Investment Funds, International Series, published by Sweet & Maxwell, a leading British publisher specializing in professional legal publications and member of the Thomson Reuters Group, one of the largest global multimedia information agencies.
Investment Funds provides a global comparison of the laws and regulations that govern the setting up and operation of investment funds in over 30 key jurisdictions in the world, where the investment funds market is very active. Individual parts of this publication relating to particular countries have been written by leading practitioners specializing in investment funds in the specific markets. The title is intended to assist persons interested in the operation of collective investment institutions, including investment fund managers, lawyers and advisers.
The latest, third edition of the series, which includes contributions from our lawyers, appeared in print in March, 2016.
The authors of the Polish part of the publication are: Tomasz Masiarz, a partner at our Law Firm in charge of the investment fund practice and Rafał Lidke, an attorney associated with our Firm for nearly ten years.
Speech of DFJ lawyers during Fund Industry Summit 2015
On 3 November 2015, the lawyers of Dubiński Fabrycki Jeleński i Wspólnicy Law Firm gave a speech during Fund Industry Summit 2015, the meeting for individuals taking strategic decisions in financial institutions and companies they co-operate with, about changing laws and other developments affecting the investment fund market in Poland. As Tomasz Masiarz noted at the beginning, “The financial market in Poland is being developing all the time, especially TFI sector, so no one should be surprised that the number of legal provisions regulating its operation is also growing. Those provisions are, however, focused on more precise regulation of the market, while the interests of investment funds [management companies] are rarely taken into account”. The representatives of the Law Firm’s Capital Markets Department, partners Tomasz Masiarz and Tomasz Lawręc, and Michał Żwirski, a lawyer from the investment funds team, presented the most recent developments affecting the operation of the market and discussed the most significant changes in law which are to come into force in the nearest future. One of the essential parts of the speech was given by Mr Lawręc, who addressed a new position of the Polish Financial Supervision Authority regarding the institutions of exchange and conversion of participation units of open-end investment funds and separate sub-funds making part of such funds. Mr Lawręc stated that “In consequence of this new position taken by PFSA, investment fund management companies and their business partners have to change comprehensively the entire, broadly understood, process of execution of conversion and exchange orders, for which significant financial expenditure and organisational changes are required. The adjustment process may take many months, while it is not sure whether the objectives pursued to date will be possible to achieve in full”. Further the speech discussed changes to legal provisions on insurance activities (especially in regards to insurance capital funds), changes in regards to protection of consumers participating in the market, as well as possible consequences of implementing new provisions of the European law (MIFID II, MIFIR, AIFMD and UCITS V). The speakers also noted new charges for management companies and funds (new fee for PFSA supervision, costs of the Financial Attorney, the so called banking tax).
To Restructure or To Repay? – Seminar of the Polish Institute of Directors
Will new regulations help with restructuring? Or perhaps they will destabilize the situation of indebted companies? How can the new legal situation influence the banks’ behavior? Will the new regulations support restructuring or strengthen debtor’s situation? We invite you to a seminar titled “To Restructure or To Repay – Debtor’s Dilemmas in Light of the New Restructuring Law?,” organized by the Polish Institute of Directors with the participation of Mr. Kazimierz Jeleński, Partner at the Dubiński Fabrycki Jeleński i Wspólnicy Law Firm. The meeting will be held at the Banker’s Club (Klub Bankowca) at 6 Smolna Street in Warsaw on November 24, 2015; admission free.
Establishment of new Investment Funds for TFI BGK S.A.
The Law Firm has advised Towarzystwo Funduszy Inwestycyjnych BGK S.A. (an investment fund company) on establishing, in cooperation with Bank Gospodarstwa Krajowego and Polskie Inwestycje Rozwojowe S.A., four investment funds: Fundusz Inwestycji Samorządowych (local government investment fund), Fundusz Inwestycji Infrastrukturalnych- Kapitałowy (capital infrastructure investment fund), Fundusz Inwestycji Infrastrukturalnych-Dłużny (debt infrastructure investment fund), and Fundusz Inwestycji Polskich Przedsiębiorstw (Polish enterprises investment fund), with the aggregate target capitalization of PLN 6.5 billion. These investment funds will be set up in the second quarter of 2015. The project was managed by Tomasz Masiarz, a Law Firm’s partner. Tomasz Masiarz heads the Law Firm’s investment funds practice.
Rzeczpospolita 2015 Ranking
We are pleased to announce that Dubiński Fabrycki Jeleński i Wspólnicy Kancelaria Prawna Sp. k. is ranked fourth among all the law firms operating in Poland in the area of equity transactions and restructuring projects by the 2015 Ranking of Law Firms published by the most prestigious legal-and-economic daily Rzeczpospolita. Last year, we completed four out of 30 largest transactions carried out on the Polish market, serving our clients with our expertise and commitment.
Chambers awards the Law Firm and its Partners
We are proud to announce that the Dubiński Fabrycki Jeleński i Wspólnicy Kancelaria Prawna Sp. k. law firm has been ranked again by Chambers Global 2015 and Chambers and Partners Europe 2015 in the Restructuring/Insolvency area. In the client opinion: “The team tried to find effective solutions for all the parties involved and kept the process moving forward” and “is very close to the client and is good at providing support in negotiations.” In addition to having been ranked in the Restructuring/Insolvency area in the two above rankings, the Law Firm is also ranked by Europe 2015 in the Banking and Finance area. Its two partners, Jarosław Dubiński and Kazimierz Jeleński, have been ranked again by both Chambers Global 2015 and Chambers and Partners Europe 2015 in the Restructuring/Insolvency area. Jarosław Dubiński has joined the rankings after impressing commentators with “his practical approach to issues” and his tough negotiation skills. He represents bondholders in addition to advising investment and pension funds on regulatory matters. Kazimierz Jeleński, ranked by Europe 2015 in the Banking and Finance area, is described by clients as “a fantastic communicator,” a quality which is particularly appreciated during negotiations. Another source adds:“He has a good grasp of restructuring and the business issues involved.” He is also described as “highly intelligent” and is valued by clients for his wide knowledge of banking, insolvency and civil procedure. He has experience of project finance transactions related to oil and gas extraction.
Private Equity Managers S.A.’s Debut at WSE
The Dubiński Fabrycki Jeleński i Wspólnicy law firm has advised Private Equity Managers S.A. on its Initial Public Offering (IPO) and the admission of its shares to public trading on the regulated market organized by the Warsaw Stock Exchange (WSE). The public offering of the Private Equity Managers S.A. shares provided for the sale of up to 411,863 shares accounting for 12.35 percent of its share capital. The shares were sold by the MCI.EuroVentures 1.0. sub-fund separated within MCI.PrivateVentures FIZ. The public offering of Private Equity Managers S.A. was very successful. All the offered shares were allocated and the reduction rate of the open tranche was 90.23%. The selling price was set at the maximum level of PLN 111, which set the value of the entire public offering at PLN 45.7 million. Private Equity Managers S.A. debuted on the stock exchange on April 9, 2015. Private Equity Managers S.A. is the parent company in the capital group specialized in the management of different types of assets in private equity alternative funds, including venture capital funds. The Private Equity Managers S.A. group manages assets through its own investment fund company: MCI Capital Towarzystwo Funduszy Inwestycyjnych S.A. which manages closed-end investment funds (of mainly non-public assets). The investment funds whose investment portfolios are managed mostly by entities from the Private Equity Managers S.A. group invest chiefly in fast-growing companies from the technological sector in the CEE region. The Private Equity Managers S.A. group was created through the separation of asset management operations from the MCI Management S.A. capital group in the years 2010 – 2012.
Another acquisition by the Maspex Wadowice Group
The Dubiński Fabrycki Jeleński i Wspólnicy Law Firm advised the Maspex Wadowice Group on the purchase from IK Investment Partners an Agros Nova Group division specializing in the production of agricultural and food products which is a leading food and drink producer in Central and Easter Europe. The Agros-Nova Group is the largest fruit and vegetable processor in Poland and a leading producer in the food sector holding such brands as Łowicz, Fortuna, Tarczyn, Garden, Pysio, Dr Witt, Krakus, Kotlin, Włocławek, and Fruktus. The Agros-Nova Group members employ nearly 2000 people.
Dubiński Fabrycki Jeleński i Wspólnicy advised the Maspex Wadowice Group at all stages of the transaction, which was one of the largest private equity transactions in Poland last year. The transaction still requires the consent of the President of the Office of Competition and Consumer Protection.
The Dubiński Fabrycki Jeleński i Wspólnicy transaction team was headed by Jarosław Dubiński and included Paweł Kapica, Grzegorz Bocian, and Łukasz Orłowski.
Sales of shares in Adesso S.A. (operating a chain of TextilMarket stores) by the Redan Group and completion of restructuring process of the Group’s debts towards banks and bondholders
Our Law Office advised the Redan Group in the sale of 25,12% of shares in Adesso S.A. (operating a chain of TextilMarket stores) for the price of PLN 35 million to an SPV controlled by 21 Concordia, a private equity fund. In accordance with the terms of the transaction, on the agreed date the purchaser may acquire additional 10,76% of shares in Adesso S.A. for the price of PLN 15 million. Information about details of the transaction was provided by Redan S.A. in its Current Report No. 43/2014 of 5 November 2014.
The sale price received by the Redan Group was allocated in entirety for early repayment of the Group’s liabilities to financial institutions (banks and bondholders) that were parties to a restructuring agreement concluded by the Group on 30 July 2013. Following the above repayment, the restructuring agreement was terminated and thus the restructuring process of the Group’s liabilities to the above entities was completed. We advised the Group both in negotiations to agree on the terms of restructuring the Group’s liabilities, ended with execution of the restructuring agreement, as well as in connection with intended early repayment of debts towards banks and bondholders and related release of certain collaterals established on the Group’s assets. Information about early repayment was provided by Redan S.A. in its Current Report No. 44/2014 of 6 November 2014.
Sale of Audioteka S.A. shares by K2 Internet S.A.
The Law Office assisted a company of K2 Internet S.A. group in the process of sale of 40% shareholding in Audioteka S.A., a company which has been operating in Poland since 2008 and specialises in distribution and production of audiobooks (the service, which is Poland’s biggest audiobook platform, is also available in the Czech Republic, France and Spain).
Consultancy for TFI BGK
The Law Office represented Towarzystwo Funduszy Inwestycyjnych BGK S.A., a company wholly-owned by Bank Gospodarstwa Krajowego, before the Polish Financial Supervision Authority in the proceedings of licencing TFI BGK S.A. to pursue its business operations. Within the above-said project, the Law Office provided Towarzystwo Funduszy Inwestycyjnych BGK S.A. with comprehensive legal assistance which involved consultancy pertaining to formation of an investment fund company, formation of an investment fund (Fundusz Sektora Mieszkań na Wynajem FIZ AN), engagement of external entities to perform the activities connected with the operations of the investment fund company to external entities, as well as preparation of any and all documentation connected with the said proceedings, including but not limited to any external documentation required by laws in force with respect to investment fund companies.
IPO of the shares of Alumetal S.A. on WSE
The Law Office provided legal assistance in the process of public offering of the shares of Alumetal S.A. which debuted on the Warsaw Stock Exchange on 17 July 2014, the offer value was at PLN 293 177 500. The shares of Alumetal S.A. were sold within the said public offering by ABRIS CEE MID MARKET FUND – private equity fund.