CDZ SPECIALIZATIONS

AUGUST 2012

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• Chajec, Don-Siemion & Żyto Legal Advisors (“CDZ”) is a leading independent Polish

law firm which employs over 35 lawyers and works in all major legal areas

• We advise on all aspects of commercial, transactional, litigation practice and insurance

law

• The CDZ team has broad expertise gained in the best Polish and foreign law schools

and in leading Polish and international law firms and businesses. We negotiate and

draft in English and other key European languages and we are familiar with legal

practices and documentation of key European and US jurisdictions

• Our clients range from Polish and multinational companies, financial institutions and

insurance companies to smaller entrepreneurs and start-up companies which operate

in such sectors as media, telecommunications, IT and software applications, financial

services, pharmaceuticals and construction

We invite you to review our comprehensive practice

ABOUT THE FIRM

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• CDZ was named as one of the most dynamically developing law firms by Wolters

Kluwer and Rzeczpospolita

• During the award ceremony organized by the International Legal Alliance Summit in

June 2008 CDZ received The Best Law Firm 2008 award, M&A and Corporate

Practice, for an independent Polish law firm

• CDZ was awarded in the Best Law Firm contest again in 2009 and 2010 and received

the Silver Award statuettes

• In 2011 Global Law Experts recognized CDZ as the Private Equity Law Firm of the

Year

ABOUT THE FIRMAWARDS AND DISTINCTIONS

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“The Firm: Established in December 2003, the firm sprung to prominence on account of

its cadre of high-calibre lawyers. It advises Polish and multinational corporations, financial

institutions, smaller entrepreneurs and start-up companies. Media, energy and natural

resources, financial services and IT are some of the areas in which it participates.”

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“The Lawyers: Eponymous partner is said to possess valuable private equity and venture

capital experience. He was formerly a partner at Beata Gessel, Andrzej Chajec &

Partners (now GESSEL). Further enhancing the firm's profile is Ewa Don-Siemion,

formerly of Shearman & Sterling, who provides the foundation for the firm's telecoms

expertise. She has served as in-house counsel at Netia. [...]”

WE WERE COMPLEMENTED BY CHAMBERS & PARTNERS

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SPECIALIZATIONS

• Administration

• Banking and Finance

• Capital Markets

• Real Estate and Construction

• Competition and EU

• Corporate and Commercial

• Dispute Resolution – Litigation

and Arbitration

• Employment

• Public Procurement

• Fraud and White-Collar Crime

• Insolvency and Corporate Restructuring

• Intellectual and Industrial Property

• Media and Entertainment,

Telecommunications

• Mergers and Acquisitions

• Private Clients and Trusts

• Regulatory

• Tax

• Medical and Pharmaceutical

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Team leader: Tomasz Mizikowski

•Administrative procedure of building law and construction processes

•Cases related to enfranchisement of State-owned enterprises and companies and

property re-privatization

•Representation before all administrative courts

•Administrative law aspects of telecommunications law

•Representation in building-law related proceedings

ADMINISTRATIVE LAW

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Team leader: Andrzej Chajec

•Corporate banking

•Infrastructural and finance projects

•M&A deals, including leveraged buyouts

•Financial transactions on the real estate market

•Asset-backed and other transactions

•Individual and group bank loan transactions, both Polish and cross-border

•Assistance in preparing banks, insurance companies and property managers for market

entry

•Advice to banks, insurance companies and pension funds on business activity

BANKING AND FINANCE

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Team leaders: Maciej Kotlicki and Szymon Skiendzielewski

• Representation of businesses in the process of entering the capital market

• Legal due diligence and preparation of acquisitions and other transactions

• Representation of clients before the Polish Financial Supervision Authority (KNF) with

respect to initial public offerings

• Representation of public companies before capital market supervision institutions

• Advice to public companies related to duties arising from their business activity

• Preparation of combined offerings

• Preparation of offers for convertible bonds

• Preparation of legal audits for international transactions

CAPITAL MARKETS

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Team leader: Anita Woźniak

•Representation of foreign investment funds and individual foreign investors in real estate

acquisitions and investment processes

•Legal due diligence processes of real estate, including real estate owned by the Polish

State

•Analyses of risks related to planned investments (such as local zoning plans, regulations

for large-format and industrial developments, and acquisition of perpetual usufruct by

State-owned companies)

•Preparation of transaction structures (including acquisition of companies holding real

estate)

•Regulation of the legal status of real estate (including agricultural properties)

•Preparation of acquisition and investment process documents

REAL ESTATE AND CONSTRUCTION

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Team leader: Anita Woźniak

•Negotiation of credits and loans with banks and preparation of financial documentation

•Negotiation and preparation of lease agreements, including those related to commercial

properties

•Assistance in cooperation with real estate agents, notaries, etc

•Preparation of contracts between investment process participants (the investor,

contractors, project managers, architects, developers and their clients), including

contracts drafted on FIDIC templates

•Analysis of legal issues connected with historical buildings

REAL ESTATE AND CONSTRUCTION (cont.)

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Team leader: Piotr Kryczek

• Representation of clients before the Polish Antimonopoly Office in antimonopoly cases

• Representation of clients in lawsuits related to unfair competition

• Advice on mergers and acquisitions

• Advice on issues related to consumer protection and unfair competition acts

(e.g. prohibited clauses in contracts with banks)

• Assistance in obtaining EU funds

COMPETITION AND EU LAWS

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Team leaders: Szymon Skiendzielewski and Maciej Kotlicki

• Representation of Polish and foreign companies in all corporate matters

• Advice on corporate governance issues

• Assistance and legal advice at shareholders’ meetings

• Negotiating and drafting commercial contracts

• Advice on personal data protection and processing

• Advice on franchising and agency structures

CORPORATE AND COMMERCIAL

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Team leader: Krzysztof Żyto

• Representation before all courts and tribunals

• Case analysis prior to litigation

• Professional representation, including cases related to labor law, violations of personal

interests and commercial law

• Cassation procedures before the Supreme Court of Poland

• Advice on structuring dispute resolution clauses in commercial contracts

• Mediation and arbitration

• Family cases

DISPUTE RESOLUTION – LITIGATION AND ARBITRATION

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Team leader: Piotr Kryczek

• Preparation of employment, management and independent contractor contracts

• Advice on flexible employment structures and outsourcing

• Advice on group layoffs

• Assistance with trade unions negotiations

• Preparation of mandatory bylaws (remuneration, social funds, etc.)

• Cross-border employment issues

• Advice and representation of employers in mobbing and sexual harassment cases

EMPLOYMENT

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Team leaders: Krzysztof Żyto and Maciej Kotlicki

• Representation of clients in civil cases

• Representation of managers and businessmen before authorities

• Awareness trainings on civil and criminal liability of managers under Polish law

• Advice on ethical practices in business

• Criminal cases

FRAUD AND WHITE-COLLAR CRIME

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Team leader: Krzysztof Żyto

•Pre-bankruptcy advice

•Advice in composition proceedings and negotiations with creditors

•Preparation of bankruptcy filings

•Advice on structuring repayment schemes

•Advice on trustee-led tenders

INSOLVENCY AND CORPORATE RESTRUCTURING

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Team leader: Piotr Kryczek

• Software licensing

• Negotiating and drafting contracts securing or transferring IP rights

• Representation of media companies and artists

• Advice in M&A transactions on IP assets protection

• Representation of authors

• Franchising and agency contracts

• Court representation relating to infringements on IP rights

INTELLECTUAL AND INDUSTRIAL PROPERTY

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Team leaders: Andrzej Chajec (Media) and Ewa Don-Siemion, Andrzej Abramczuk

and Krzysztof Żyto (Telecoms)

• Representation of Telewizja Polsat S.A., the leading private TV station in

Poland

• Representation of Young & Rubicam

• Comprehensive advice on industry-specific issues

• Regulatory issues

• Advice on advertising campaigns

• Assistance in structuring MVNO transactions

• A large number of M&A deals in these sectors

MEDIA AND ENTERTAINMENT / TELECOMMUNICATIONS

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Team leader: Andrzej Chajec (a leading Polish M&A lawyer)

Two other partners: Maciej Kotlicki and Szymon Skiendzielewski

• Around 20 transactions year after year

• 20-year experience with private equity/venture capital funds

• Frequent cross-border deals and cooperation with foreign law firms

• Comprehensive or limited due diligence processes handled by experienced teams

MERGERS & ACQUISITIONS

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• Negotiations and drafting of transactional documents

• Organization of closings

• 90% of deals are negotiated and drafted in English

• Clients include: Cyfrowy Polsat SA, Enterprise Investors, Linx Telecommunications BV,

MCI, NFI Empik & Fashion, Polkomtel SA, Sferia, Telewizja Polsat SA, TPV

Technology Ltd, UPC Polska

MERGERS & ACQUISITIONS (cont.)

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Team leader: Tomasz Mizikowski

• Services to public tender participants, i.e. contracting authorities and bidders

• Advice to bidders on how to prepare bids and follow tender procedures

• Preparation of, and provision of opinions on, documents required in tender proceedings

for entities seeking public contracts

• Representation of clients who seek legal remedies before the Polish Chamber of

Appeal and Polish courts

PUBLIC PROCUREMENT

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Team leader: Ewa Don-Siemion

• Advice on registration of medicinal products, medical devices and biocides

• Advice on setup and registration of healthcare providers

• Services to entities organizing tender procedures in the medical industry

• Preparation of and provision of opinions on documents required in tender proceedings

for entities seeking public contracts

• Advice on clinical trials

MEDICAL AND PHARMACEUTICAL

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SELECTED CLIENTS

• Aero 2

• All Ride Moto Sp. z o.o.

• BOOKING.COM

• BP Polska Sp. z o.o.

• BUNDER S.A.

• CalEnergy Resources Poland

• Capital Park

• CapitalPrtns

• Cummins Ltd Sp. z o.o.

• Cyfrowy Polsat S.A.

• Enterprise Investors

• Ergomed Sp. z o.o.

• Internet Media Servise

• Colian S.A.

• KCR S.A.

• Kia Motors Polska Sp. z o.o.

• Linx Data Center Sp. z o.o.

• Kraft Foods

• NFI Empik

CHAJEC, DON-SIEMION & ŻYTO KANCELARIA PRAWNA

WARSZAWA ul. Lwowska 19, 00-660 Warszawatel.: + 48 22 492 40 00, fax: + 48 22 370 07 08

KRAKÓW ul. Retoryka 1, 31-108 Krakówtel.: + 48 12 421 12 55, faks: + 48 12 421 03 06

Contact:

Ewa Don-Siemion

ewadonsiemion@cdz.com.pl