GCR 100 - 17th Edition

Poland

10 January 2017

Poland

Poland’s Office of Competition and Consumer Protection focuses the majority of its energy on the latter part of its mission, so the country’s competition bar sees only a small amount of behavioural work.

Elite

ALLEN & OVERY houses one of Poland’s best competition practices. Marta Sendrowicz leads the team and works closely with Justyna Michalik, a former director at Poland’s Office of Competition and Consumer Protection, who was promoted to counsel in May 2016. The firm is working on several complex – and on occasion ground-breaking – matters across the full competition spectrum. The team thinks outside the box, Sendrowicz says, which has enabled it to provide innovative solutions on a couple of complicated matters.

Chief among these was the firm’s representation of water cooler supplier Eden Springs in its acquisition of Nestlé Waters Direct in Poland, UK, Portugal, Germany and Russia. In other merger control work, the team advised AGC Automotive Europe on its €20 million acquisition of NordGlass. The Allen & Overy Warsaw team notified the deal in Poland and coordinated filings in UK, Germany, Austria and Ukraine, ensuring the deal was ultimately cleared without remedies.

In behavioural work, the team continues to represent Cemex Polska in its long-running appeal against a cartel fine. The case is currently before Poland’s Constitutional Tribunal, which is deciding on a referral request from the country’s appeal court whether the country’s competition authority calculated its fine in an unconstitutional manner. The team also acted for mobile company P4 in an appeal against a multimillion-euro fine for alleged involvement in a mobile operators cartel. The court of first instance ruled that there was no horizontal cartel, but the enforcer has challenged that decision before the Court of Appeal.

Agnieszka Stefanowicz-Barańska leads the impressive competition team at DENTONS. Stefanowicz-Barańska founded the competition team in 1998 and has long been recognised by her peers as one of the best lawyers in the market, as signified by her years as chairperson of the Polish Competition Law Association. Each member of the Warsaw team specialises in specific sectoral areas of antitrust, such as energy, real estate, pharmaceuticals and TMT – all of which reflect the wider office’s business priorities. The team also has extensive experience in merger control and state aid cases, and represents clients before both the Polish authority and the European Commission.

Merger control work took off in 2015 and 2016, Stefanowicz-Barańska says. The team is working on a confidential notification for a deal in the technology, media and telecommunications sector, which is likely to be the largest in terms of value across the entire Central and Eastern Europe region, Stefanowicz-Barańska says, potentially pushing the barriers of merger analysis in that sector. The team also advised AstraZeneca on its buyout of Takeda Pharmaceutical Company, securing Phase I clearance despite the deal being a potential candidate for a Phase II review due to both companies’ respective market shares. Elsewhere, the team advised Uponor and Belkin on a joint venture for water meter devices.

Behavioural work on the other hand has quietened down considerably, Stefanowicz-Barańska says. All of the firm’s prior behavioural cases and appeals have now closed, but the firm continues to advise a wide array of companies on distribution agreements and potential refusal to supply concerns, especially in the pharmaceuticals industry. The team is also acting on what Stefanowicz-Barańska describes as likely the country’s first fully fledged private damages case for a confidential client.

The competition group at LINKLATERS is headed by sole partner Małgorzata Szwaj, who is regularly cited by peers as Poland’s leading competition lawyer. She is assisted by a team of four dedicated associates. Piotr Skurzyński moved to Eversheds’ Warsaw office to head the competition practice in 2016. Szwaj says it is a sign of the practice’s strength that rival firms often poach her associates.

The majority of the firm’s behavioural work is confidential, but the matters that can be named are prominent. Szwaj and her team advise Orange on an abuse of dominance complaint brought by a rival mobile network operator, defending the French mobile company against allegations that its pricing strategies – together with those of the two other main operators – foreclosed P4 from entering the market. The case is currently before the courts. The firm is also advising a number of clients in confidential cartel and bid-rigging investigations.

In merger control, the Linklaters Warsaw office has worked on two Polish Phase II investigations. The team steered Eden Springs’ planned acquisition of Nestle’s water cooler business and also advised masonry company Silikaty on its sale to Xella. The parties abandoned both deals following challenges from the Polish competition enforcer. Szwaj has also advised companies on deals that have been filed to the European Commission. She represented Synthos, a Polish manufacturer of chemicals, on its acquisition of INEOS Styrenics, which involved a DG Comp notification and coordination of filings in several other jurisdictions.

SOŁTYSIn’SKI KAWECKI & SZL˛eZAK ranks as Poland’s best domestic competition practice, headed by the likeable and uniformly respected Krzysztof Kanton. He is assisted by senior counsel Jaroslaw Łukawski and Marta Kupczak-Strzelecka. The former specialises in merger control, while the latter focuses on conduct and compliance work. The firm has an excellent track record and has worked on a number of precedent-setting cases, including Poland’s first ever settlement decision in a price-fixing case.

Nearly half of the firm’s practice is focused on merger control work. Not all of this work is rocket science, Kanton says, but much of it involves increasingly complex transactions. This is borne out by the statistics: of the eight Phase II investigations initiated by the competition authority in 2015, SKS acted on four. Two of these were for longstanding client Eurocash, Poland largest wholesaler. The team represented the company on its acquisition of 270 stores owned by Eko Holding and also on its buyout of alcohol wholesaler Polish Distribution Spirits. The team also represented United Internet on its €155 million acquisition of cloud computing company home.pl, which went to Phase II, but received unconditional clearance. It also advised Górażdże, a Polish subsidiary of HeidelbergCement, on its buyout of two smaller Polish cement producers. The authority reviewed the deal in-depth, and Górażdże agreed not to acquire certain assets as part of the deal.

In behavioural work, the team advises HeidelbergCement’s local subsidiary Górażdże in the cement cartel investigation. That case is currently before the constitutional tribunal, which is deciding whether the fine imposed by the competition authority was calculated in an unconstitutional manner. The firm previously applied for leniency on behalf of the company and received a 50% discount, before securing a further reduction at a first instance court. In other cartel work, the firm acts for Maxima Brokers following an investigation into collusion in the insurance sector. The Competition Court annulled the findings, ruling that no collusion took place – but the enforcer is now challenging that decision in the Court of Appeal. Other headline abuse work includes advising Swatch on a resale price maintenance investigation against it and its distributors in December 2015.

Iwona Terlecka heads the competition practice at CLIFFORD CHANCE in Warsaw, which boasts a significant number of multinational clients for whom it handles behavioural and transactional matters. The firm has no dedicated competition partner in the office but has two senior associates, including Bartosz Targański, who has a PhD in economics.

Last year, the firm successfully defended Lafarge Cement in the largest cartel case in the history of Poland’s competition authority. The case has been through the competition court and is currently before the constitutional tribunal, which is deciding whether the fine imposed by the competition authority was calculated in an unconstitutional manner. Other cartel work is confidential, but one matter that can be mentioned is an investigation into alleged collusion by a client in the market for chemical products used in coal mines. In merger control, the team advised pharmaceuticals company Neuka on its acquisition of Intra, in a complex deal that went to Phase II after the authority raised concerns about competition in the Warsaw market. The firm has also worked on mergers in the retail sector and provided bespoke advice to CVC Capital Partners’ acquisition of PKP, getting the deal cleared by the European Commission after filing the notification.

The practice at CMS CAMERON MCKENNA is led by Małgorzata Urbańska, who is supported by a team of six full-time competition experts. The size of its team ensures that individual lawyers have developed natural sector specialisms in consumer products, energy, telecoms and life sciences, Urbańska says.

The firm continues to represent Polish mobile operator P4 in a high-profile cartel case, in which it was accused, along with Orange, T-Mobile and Plus, of colluding in their refusal to buy mobile TV services that used the DVB-H standard. The court of first instance overturned the competition authority’s decision in June 2015, but the enforcer has since challenged that judgment in the Court of Appeal. The firm is also acting for clients in several bid-rigging investigations. It continues to defend Canadian transport company Bombardier against accusations of anticompetitive conduct in a public tender led by the Polish Rail Company. The CMS competition team also regularly advises PGNIG, the country’s incumbent gas supplier. PGNIG previously settled an abuse of dominance dispute with the competition authority in 2013, but the enforcer subsequently fined the gas incumbent in 2015 for its failure to comply with the terms of the settlement. The firm is appealing against the fine in the court of first instance. In merger work, the firm provided initial advice to PKP on its acquisition by CVC Capital Partners.

Now two years old, HANSBERRY TOMKIEL is a small boutique with a burgeoning reputation. Practice co-heads Dorothy Hansberry-Bieguńska and Małgorzata Krasnodębska-Tomkiel have significant enforcement experience: the former spent 16 years as a senior trial attorney at the US Department of Justice’s antitrust division, while the latter is a former president of Poland’s Office of Competition and Consumer Protection. In November 2015, the firm hired Grzegorz Materna, a former director at Poland’s competition authority, and there are further plans for expansion at senior level. The firm works with two freelance lawyers, one of whom is a specialist advocate.

Hansberry-Bieguńska says clients view the firm as a very safe pair of hands; this is reflected in the quality of work the team undertakes. Last year, the firm worked on a host of complex behavioural matters, but also maintained a strong presence in merger control. The team represented an international company in a vertical price fixing probe into the tissue industry, as well as a publishing house in an investigation into its pricing practices. Hansberry-Bieguńska was lead counsel for Visa in the Polish interchange fees investigation, coordinating two other firms in a case that went before the Polish Competition Court and the Court of Appeal. The team represents pharmaceutical wholesaler Intra in a Phase II merger review, and also advises Chinese equity fund CEE-Equity Partners on competition matters.

Dedicated competition counsel Robert Gago leads the practice at HOGAN LOVELLS, which boasts an impressive range of internationally recognisable clients and acts for leading national companies in the oil and energy, finance, consumer goods, aviation and automotive sectors. Gago has cultivated an impressive reputation, and was recently consulted by Poland’s competition authority on legislative changes to its procedural practices.

The firm is long-standing counsel to PKN Orlen, Poland’s largest company and the main operator on its domestic energy market. Hogan Lovells represented the company’s Lithuanian subsidiary in a complaint to the European Commission, regarding the dismantling of rail track by state-owned Lietuvos Geležinkeliai, which allegedly blocked access to Orlen’s refineries and limited potential for competition in the rail freight market. The firm continues to represent Polish banks mBank and BGZ BNP Paribas in the Polish intercharge fees case, which is currently before the Supreme Court. In merger control, the firm advised Affinia on the US$513.1 million sale of its automotive filters business to Mann+Hummel, which went to Phase II but ultimately received unconditional clearance. It also acted for Argus Aero Holdings in its acquisition of MB Aerospace ACP Holdings, and also for both Airbus Defence and WoldVu Satellites on the creation of a joint venture. The firm represented Nationale-Nederlanden Life Insurance on its acquisition of DK Notus and Ingram Micro on its takeover of RRC Poland, securing clearance for both.

Aleksander Stawicki leads WIERCIn’SKI KWIECIn’SKI BAEHR’s competition practice; he is highly regarded amongst his peers. The wider competition team counts one counsel and five associates. The firm’s client roster includes a mix of international household names – such as Ryanair and Siemens – and local companies and associations.

The firm is kept busy by merger work and this year it advised animal feed company Dossche on its takeover by Cargill, which went to Phase II but received unconditional clearance, even though Poland’s competition authority indicated it would either block the deal or demand commitments. The team also advised cash machine company Diebold on its takeover of Wincor Nixdorf, in a deal that received unconditional clearance despite high market shares. Big-ticket behavioural work includes representing insurer PZU in its appeal against a record cartel fine imposed by the competition authority. The fine was annulled by the court of first instance, but the enforcer has lodged an appeal against that judgment.

Despite only having a relatively small team, BAKER & MCKENZIE’s Warsaw office maintains a significant portfolio of competition work on behalf of some impressive high-profile clients. Mikołaj Piaskowski leads the practice, which counts four associates who assist on a combination of deal work and behavioural matters. In merger control, the team secured Phase I clearance for Theo Muller Group in its €18 million acquisition of Nordfish Foodmark – a deal that involved high market shares in several sectors. It also provides merger control advice to Energa, Antalis International and Varian Medical Systems International. The team advises UEFA, Daimler AG, 3M Poland and Roland Europe on antitrust matters.

Jaroslaw Sroczyński heads the competition team at MARKIEWICZ & SROCZYn’SKI out of Krakow. He is well-regarded lawyer and has buckets of antitrust experience, and is the founding director of the Polish competition authority’s Krakow branch. His team represented several companies in merger filings this year, including Valeo on its acquisition of Spheros Holding and tourist operator eTravel on its buyout of Fly Away. It provided merger advice to Castorama following requests for information from DG Comp. Outside of merger control, the firm has advised many confidential clients on cartel and abuse of dominance probes, including one leniency applicant. The team agreed commitments for energy company Tauron Sprzedaż in order to close an abuse of dominance investigation.

Founding partner Tomasz Wardyński leads the four-lawyer competition team at WARDYn’SKI & PARTNERS. Wardyński is an experienced competition lawyer, but he splits his time with several other practice areas. He is assisted by three senior associates, including Sabina Famirska, who formerly worked in-house and at Poland’s competition authority. The firm continues to represent Grupa Ożarów in the cement cartel case, which is currently before Poland’s constitutional tribunal. Other behavioural work includes acting for Bank Pocztowy in an appeal to the Supreme Court against a Court of Appeal decision upholding fines imposed by the competition authority for the banks part in the interchange fees case; and also for leniency applicant Castorama Polska in appeal proceedings relating to vertical price fixing case in the paint market. In merger control, the firm advised Mitsubishi Electric on its acquisition of Medcom; Leo Pharma on its takeover of Astellas Pharma; and several companies including SCNF Participations and Orange Participations in the establishment of a joint venture. All three deals were cleared unconditionally.

Firm

Head(s) of competition

Size

Who’s Who Legal nominees

Clients

Elite

Allen & Overy

Marta Sendrowicz

1 partner

1 counsel

3 senior associates

3 associates

Marta Sendrowicz

Samsung, Cemex, AkzoNobel Decorative Paints, Innova Capital, Tesco, P4, Maspex, Eden Springs, AGC Automotive Europe

Dentons

Agnieszka Stefanowicz-Baran´ska

1 partner

2 counsel

1 senior associate

2 associates

Agnieszka Stefanowicz-Baran´ska

Arriva, AstraZeneca, Katowicki Holding We¸glowy, PCC Rokita, Philips Polska, Schneider Electric Polska, TAURON Polska Energia

Linklaters

Małgorzata Szwaj

1 partner

4 associates

Malgorzata Szwaj

Alinda Capital Partners, PZU, MasterCard, EMPiK Media & Fashion, Orange, Eden Springs, Silikaty, Synthos

Sołtysin’ski Kawecki & Szlezak

Krzysztof Kanton

1 partner

2 senior counsel

7 associates

Krzysztof Kanton

Royal Canin Polska, Swatch, Kronopol, Eurocash, Jeronimo Martins Polska, BSH Group, Unibail Rodamco, Grohe, Góraz˙dz˙e Cement, Nike, United Internet, Maxima Brokers

Highly recommended

Clifford Chance

Iwona Terlecka

1 counsel

2 senior associates

6 associates

None

Advent International, AXA, Lafarge Cement, L'Oréal, Ringier Axel Springer, Mondelez, PKP Cargo, Hasbro, Thai Union, Wavin, Neuka

CMS Cameron McKenna

Małgorzata Urbanska

1 partner

6 associates

None

Bombardier Transportation, Nutricia Poland (Danone Group), P4, Partners in Pet Food, Colgate, Fossil, Barilla, PKO BP SA

Hansberry Tomkiel

Dorothy Hansberry-Biegunska

Małgorzata Krasnode˛bska-Tomkiel

2 partners

1 senior lawyer

Dorothy Hansberry-Biegun’ska

Visa, SCA, Magna Polonia, Trans-Formers Karpatia, CEE Equity, PKN Orlen, FOTA, Fakro, Intra, Chemglas

Hogan Lovells

Robert Gago

1 counsel

2 associates

None

Affinia Group, Amazon, Airbus, Aviva, BGZ BNP Paribas, BAT, Caci, Castorama Polska, CUPT, PKN Orlen, EPISO Cake, Nationale Nederlanden Insurance, Lesaffre Polska, Nintendo, mBank

Wiercin’ski Kwiecin’ski Baehr

Aleksander Stawicki

1 partner

1 counsel

1 senior associate

4 associates

Aleksander Stawicki

Bartosz Turno

Allegro, BAT, Diebold, DeLaval, GLS, Knauf, Navistar, Lotte-Wedel, Petit Forestier, PGNIG, Raben, Ryanair, Siemens

Recommended

Baker & McKenzie

Mikołaj Piaskowski

1 counsel

2 senior associates

2 associates

None

Acteeum Central Europe, MasterCard Europe, MCI Capital Towarzystwo Funduszy Inwestycyjnych, PGNiG Termika, Antalis Finance, SITA Sverige, Theo Muller Group, Wonga.pl

Markiewicz & Sroczyn’ski

Jaroslaw Sroczyn’ski

1 partner

2 senior associates

2 counsel

3 associates

Jaroslaw Sroczyn’ski

Carrier, Castorama, Dekra, Fortum/Duon, Grupa Z˙ywiec/Heineken, Kia Motors, Kolporter, Maspex, Multikino, Oknoplast, Polish Chamber of Liquid Fuels, Polish Land Surveyors Association, Sofort

Wardyn’ski & Partners

Tomasz Wardyn’ski

1 partner

3 senior associates

1 associate

None

Castorama Polska (Kingfisher plc Europe), Bank Pocztowy, VISA, Grupa O˙zarów, Nikon, PM Sport, H+H Polska, Wolters Kluwer Polska, Makro Cash & Carry Polska, PGNiG, Onninen Polska

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