Cdz specializations
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Transcript of Cdz specializations
Chajec, Don-Siemion & ŻytoLegal Advisors
SPECIALIZATIONS
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• Chajec, Don-Siemion & Zyto ("CDZ”) is a leading independent Polish law firm with approximately 40 lawyers located in two offices in Poland (Warsaw and Krakow).
• The experienced legal team advises Clients on all stages of transactions, from planning through negotiations to execution of a contract and litigation. We also help to manage regulatory risks.
• Our broad expertise has been gained through years of practice on the Polish market and in cross-border transactions. We negotiate and draft in English and Polish and we are familiar with legal practices and documentation of key European as well as the US jurisdictions. In telecommunications and media we also assist our clients on the Asian market.
• We customize our services to each transaction’s size and complexity. Our clients include Polish and international companies and range from well-known financial institutions to smaller entrepreneurs and start-up companies. We contribute to their success in media and telecommunications, healthcare sector, construction and other.
ABOUT THE FIRM
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• CDZ was ranked among the top law firms in TMT and Private Equity (Chambers & Partners, 2013).
• CDZ was also ranked among the top law firms in TMT, Real Estate, M&A and Dispute Resolution in the latest ranking announced by Legal 500, 2013.
• 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
• CDZ ranked second in the Law Firm Ranking 2012 prepared by the editors of the Home & Market monthly
• Special distinction for Piotr Kryczek in the contest FORBES PROFESSIONALS 2012
• The acquisition of telecommunications operator Polkomtel by Spartan Capital Holdings awarded The Emerging Markets M&A Deal of the Year 2011
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.”
***
“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
• Labor Law
• Public Procurement
• Insolvency and Corporate Restructuring
• Intellectual and Industrial Property
• Media and Entertainment,
Telecommunications (TMT)
• Mergers and Acquisitions
• Private Clients and Trusts
• Regulatory
• Healthcare sector
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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 and Mariusz Busiło (Telecoms)
• Representation of Telewizja Polsat, 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, Enterprise Investors, Linx Telecommunications BV,
MCI, NFI Empik & Fashion, Polkomtel, Sferia, Telewizja Polsat, 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
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SELECTED CLIENTS
• Aero 2
• All Ride Moto
• BOOKING.COM
• BP Polska
• BUNDER
• CalEnergy Resources Poland
• Capital Park
• Capital Partners
• Cummins Ltd
• Cyfrowy Polsat
• Enterprise Investors
• Ergomed
• Internet Media Servise
• Colian
• KCR
• Kia Motors Polska
• Linx Data Center
• Kraft Foods
• NFI Empik
• Polimex Mostostal
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SELECTED CLIENTS
• MCI
• Polish Energy Partners
• Plaza Centers (Poland)
• Polkomtel
• Polsat
• PZU Group
• Raiffeisen Bank
• Sferia
• Sky Club
• Sony Ericsson
• STORCK
• Telefonica International
• The Boston Consulting Group
• TV Familijna
• Ultrapolymers Group NV
• Schibsted Tech Polska
• Young & Rubicam
• Zakład Ubezpieczeń Społecznych (ZUS)
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• Andrzej Chajec
• Ewa Don-Siemion
• Krzysztof Żyto
• Andrzej Abramczuk
• Maciej Kotlicki
• Piotr Kryczek
• Tomasz Mizikowski
• Szymon Skiendzielewski
PARTNERS
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Graduated from the Law and Administration Faculty of Warsaw University. A legal advisor
since 1995.
He was repeatedly recommended by Chamber’s and The World’s Leading Lawyers as an expert
in corporate law and M&A transactions, and by Legal Business in European Legal Experts as a
specialist in commercial law. A member of the International Bar Association.
Before establishing CDZ, Andrzej Chajec was a partner in a leading Polish law firm. Prior to that he
worked as a lawyer in Vinson & Elkins and KPMG.
His professional interests focus on commercial law, M&A deals, telecommunications law, preparation
and supervision of international issues of securities, and venture capital transactions.
Andrzej cooperated with both Polish and international clients, including Enterprise Investors, Elektrim
and Merrill Lynch.
He has a fluent command of English.
ANDRZEJ CHAJECPARTNER
Phone: + 48 22 492 4 000Mobile: + 48 600 900 950E-mail: [email protected]
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EWA DON-SIEMIONPARTNER
EWA DON-SIEMIONPARTNER
Ewa Don-Siemion is a US qualified attorney admitted to the New York Bar (1995) and a co-founding
partner of a leading Polish law firm, CDZ Legal Advisors.
She mainly advises foreign clients who invest in Poland. The sectors include healthcare and
telecoms. Recently, Ewa has concentrated on the fast-growing outsourcing sector and its legal
needs in Poland.
Before establishing CDZ, she was a management board member responsible for all legal and
regulatory matters at Netia, the largest fixed-line alternative telecoms operator in Poland and the
first Polish company listed on Nasdaq. Most notably, she co-managed a successful, $860 million
debt restructuring of Netia and the conversion into investment commitments of over $400 million
license fees of telecoms operators owed to the State Treasury.
Prior to joining Netia, Ewa was an associate at Shearman & Sterling in New York where she
practiced from 1994 to 2000. She specialized in international securities law transactions both in the
financial and media/telecoms sectors. She represented Merrill Lynch, Morgan Stanley and Goldman
Sachs on media, telecoms, mining and energy transactions and tenders in Poland.
While at Shearman & Sterling, she also concentrated on financial regulatory matters of non-US
banks and brokerage houses operating in the US.
Ewa is actively involved in pro bono matters. She is on the program board of the Helsinki
Foundation of Human Rights.
Ewa graduated with an LL.B. degree from McGill School of Law in Montreal, Canada in 1994. She
also holds an M.A. from the English Philology Department of Wroclaw University.
Ewa speaks English and French.Phone: + 48 22 492 4 000Mobile: + 48 606 754 754e-mail:[email protected]
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Krzysztof Żyto graduated from the Poznań University Law School in 1987. He was admitted to
practice as a judge in 1989 and as a legal advisor in 1998.
Before commencing private practice, Krzysztof spent ten years working as a judge. Since 1995 he
was a judge in the Commercial Division of the Voivodeship Court in Poznań. His judicial practice
concentrated on commercial law and civil procedure related to commercial claims. In 1993, he held an
internship at a Hanover court in Germany.
Between 1996 and1997, Krzysztof lectured on civil and commercial laws at the Poznań School of
Economics and the Banking School.
He cooperated with the largest telecommunications operators in Poland and worked as an in-house
lawyer for UPC Polska, where he was the Head of the Legal Department.
Since 2000 he worked in one of the leading Polish law firms, where he became partner in 2002.
He is one of the founding partners in CDZ.
His practice focuses on representing business clients in court and arbitration proceedings.
In 2011 he was appointed an arbitrator in the Court of Arbitration at the Polish Chambers of
Commerce in Warsaw.
Krzysztof took part in commercial law seminars and lectures for German and Polish lawyers
organized in Cologne and Berlin.
He is fluent in English and German.
KRZYSZTOF ŻYTOPARTNER
Phone: + 48 22 492 4 000Mobile: + 48 600 900 951E-mail: [email protected]
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ANDRZEJ ABRAMCZUKPARTNER
Phone: + 48 22 492 4 000Mobile: + 48 600 900 952Email:[email protected]
Andrzej Abramczuk graduated from the Law and Administration Faculty of Warsaw University. He also
completed post-graduate studies at the Warsaw University of Insurance and Banking as well as at the City
University Business School of London and his Ph.D. studies at the Institute of Law Sciences at the Polish
Academy of Sciences.
He joined CDZ in 2009 and in January 2011 became a Partner.
Between 2006 and 2009 he worked for P4, a new mobile telephone operator of the PLAY network. While
working for the P4 group he was the head of the legal department and a board member of 3G Network
Services.
Between 2001 and 2006 he worked for the GTS Poland Group companies acting as the director of the legal
department and a board member of GTS Poland and Cel Polska.
Andrzej also gained experience in the insurance department of CMS Cameron McKenna, where he worked
between 2000 and 2001.
Starting from November 2012, Andrzej became a Member of the Board of the Chamber of Commerce for
Electronics and Telecommunications (KIGEIT) and in 2009 – a Member of the Board of the Polish Chamber of
Information Technology and Telecommunications (PIIT). Since July 2013 he has been an arbitrator of the
Standing Arbitration Consumer Court at the Office of Electronic Communications.
A member of the Supervisory Board of Midas and CenterNet.
Andrzej specializes in advising telecommunications and media companies, e.g. Aero 2, CenterNet, Sferia,
Midas and Polkomtel. In his professional career he advised to GTS Poland Group companies, Energis Polska
and P4. He was responsible for the merger of GTS Poland and Energis Polska, and P4 and Germanos
Polska. He actively participated in launching the fourth operator P4 on the Polish market and advised P4,
regarding its investment credit of over €640 million, provided by China Development Bank.
He has a fluent command of English.
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Piotr Kryczek graduated from the Law and Administration Faculty of the Adam Mickiewicz University in
Poznan in 1982. He later did his judge training which he completed in 1989. He was qualified to
practice as a legal advisor two years later.
Piotr also completed his Postgraduate European Knowledge Studies at the Warsaw School of
Economics.
Since 2000 he worked for a leading Polish law firm as a senior lawyer. Before that he worked for the
Polish Antimonopoly Office (UOKiK) and between 1995 and 2000 he was a legal director in Polska
Korporacja Telewizyjna Sp. z o.o. and a board member in CANAL+ Polska (CYFRA+).
In his career he prepared numerous legal opinions related to unfair competition and analyzed
proposals for advertising campaigns in light of fair competition rules. Piotr has broad experience in
civil and antimonopoly laws.
His professional interests focus on competition and intellectual property laws (particularly on
trademark issues). Additionally, he participates in proceedings before the labor court and represents
entrepreneurs before civil and commercial courts of all instances.
Piotr joined CDZ in December 2003 as a senior lawyer and became partner in November 2005. He is
involved in issues related to the antimonopoly, civil, competition, intellectual and industrial property
laws.
Piotr has a fluent command of English.
PIOTR KRYCZEKPARTNER
Phone: + 48 22 492 4 000Mobile: + 48 600 900 955E-mail: [email protected]
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Maciej Kotlicki graduated from the Łódź University Faculty of Law and Administration in 1994 and he qualified to practice law as a legal advisor in 1998. In 2010 he graduated with honors from the Executive MBA program of the Business School at the Warsaw University of Technology (in cooperation with the London Business School, HEC Paris and NHH Norwegian School of Economics).
Maciej has been a member of the supervisory boards of private and public companies and since 2010 he has been a member of the management board of the public company NFI Midas S.A.
Before joining CDZ as a partner in 2004, he worked in a leading Polish law firm for six years where he participated in some of the most significant M&A deals conducted by the firm.
He also practiced as a legal advisor in the Warsaw Consulting Group where he participated in the restructuring of a “bad debt” portfolio in bank composition proceedings conducted by the leading Polish banks.
As a member of the management board of NFI Midas S.A., Maciej successfully conducted two public share issues with the total value of PLN 1.2 billion, secured debt financing in excess of PLN 400 million and conducted acquisitions of companies for the total amount of PLN 700 million.
In his professional career Maciej advised such companies as Cadim B.V., Eldorado, Lukas European Bank of Reconstruction and Development, Elektrim, Elektrim Telekomunikacja, Knauf Gruppe, Cantoni Group, ComputerLand (currently Sygnity), HTL-Strefa, Bakalland, Capital Partners, Telewizja Polsat, Colian, Mispol, and the Ministry of State Treasury.
His professional interests are M&A transactions, including leveraged buyouts, Polish and English corporate law, securities law and privatization issues.
In his professional practice, Maciej combines his legal knowledge with his managerial experience acquired in the course of work for NFI Midas S.A., in supervisory boards and during his MBA studies. He has written many articles and gave lectures on such issues as minority shareholder rights, defensive measures against hostile takeovers, management buyout deals and management stock option programs in Poland.
Maciej has a fluent command of English.
MACIEJ KOTLICKIPARTNER
Phone: +48 22 492 4000Mobile: +48 600 900 957E-mail:[email protected]
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Tomasz Mizikowski graduated from the Law and Administration Faculty of Warsaw University in 1970.
Between 1970 and 1993 Tomasz resolved commercial law disputes as a judge. Until 1989 he was an
arbitrator at the District Arbitration Board in Warsaw and the Central Arbitration Board, and after
commercial courts were formed he became a judge at the Commercial Division of the Voivodship
Court in Warsaw.
Between 2000 and 2006, prior to joining CDZ, Tomasz worked for Łukowicz Świerzewski & Partners.
Tomasz joined CDZ on January 1, 2007 as a partner. He specializes in court disputes, bankruptcy law,
composition law, arbitration and enforcement, including issues related to real estate. He handles court
disputes for both Polish and foreign clients.
Tomasz lectured on commodity exchange law for legal advisor trainees for 13 years. He also lectured
at numerous conferences for legal advisors and participated in legislative activities as a member of an
advisory team of the Polish Government.
He authored a number of educational publications related to commodity exchange law. He is also an
arbitrator at the Arbitration Court of the Polish Chamber of Commerce in Warsaw.
TOMASZ MIZIKOWSKIPARTNER
Phone: + 48 22 492 4 000Mobile: + 48 664 152 420E-mail:[email protected]
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Szymon Skiendzielewski graduated from the Faculty of Law and Administration of Warsaw University
in 1998 and became a legal advisor in 2004.
Szymon joined CDZ as partner in July 2005. Earlier, he worked for nine years for a leading Polish law
firm where he became a partner in 2004. He advises private equity funds and international
corporations mainly on M&A and real estate transactions, and corporate law. He has represented
such clients as Enterprise Investors, Elektrim S.A., Gallaher Group plc, Cadbury Wedel, Patron
Capital/Capital Park, NFI Empik Media & Fashion and Merrill Lynch.
His experience includes advice to companies from such industries as telecommunications, IT, real
estate, financial services, tobacco, FMCG and credit cards manufacturing.
Szymon has been involved in many projects related to capital markets transactions including private
and public offerings and the financing of various transactions and projects.
His professional interests also focus on the legal aspects of operation of venture capital funds in
Poland.
Szymon has a fluent command of English.
SZYMON SKIENDZIELEWSKIPARTNER
Phone: + 48 22 492 4 000Mobile: + 48 604 432 575E-mail: [email protected]
CHAJEC, DON-SIEMION & ŻYTO LEGAL ADVISORS
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
ŁÓDŹ al. Marszałka Edwarda Śmigłego - Rydza 20, 93-281 Łódźtel.: + 48 42 277 64 74
Contact person:
Ewa Don-Siemion