Banking and finance

In our banking and finance practice we combine transaction work (project finance, real estate and company acquisitions, debt restructuring), with the provision of regulatory advice (including advice on the whole range of regulated financial institutions and the acquisition of banks), and general and specialist advice, as well as representing clients in proceedings before banking and financial supervisory authorities. A thorough understanding of the regulatory environment helps us to provide counsel on transactions and contracts, and knowing the business reality, we are well equipped to communicate with the supervisory authorities.

Financial regulation
We are one of the few law firms with a specialized team dedicated to financial services and financial institutions regulatory matters. We advise on a full range of matters of banking activity, leasing, lending, investment, insurance, and payment services, based on national and European regulations (including CRR, MiFID/MiFIR, AIFMD, UCITS, BMR, CSDR and EBA guidelines). For years, we have dealt with complex regulatory projects and proceedings before the PFSA and the Office for Competition and Consumer Protection. We skillfully combine an interdisciplinary approach with in-depth sector-specific knowledge and understanding of the expectations and practices of the regulator.

The scope of our experience in this area encompasses, among other things:

• Licensing of regulated activity
  We provide comprehensive advice in the proces of obtaining PFSA licenses and permits to carry out regulated activity, such as to establish a regulated institution, effect ownership changes, structure the composition of governing bodies, or transform an entity. We also advise on regulatory aspects of cross-border operations.

• M&A transactions in the financial sector
  In close cooperation with our M&A practice, we advise on M&A transactions in the financial institutions sector. We have supported dozens of such transactions, including some of the biggest and most complex transactions in Poland.

• FinTech and payment services
  We are leaders in counselling on payment services. We have participated in the development of solutions in this area (e.g., when we advised the Polish Banks Association on how to  interpret PSD2 and PAD, and on some regulatory issues regarding the Polish API). We have been engaged to implement new payment service regulations in Poland’s biggest banks.

• AML
  The members of our team have extensive experience and specialist knowledge of AML regulations, backed up by the qualifications of certified AML officers, and by what they have learnt during secondment to credit institutions. This is why our team has an in-depth, practical approach to AML obligations. We have also effectively represented our clients in proceedings before the General Inspector for Financial Information.

• Outsourcing
  We offer comprehensive advice to regulated financial institutions and their suppliers with regard to outsourcing: from simple distribution solutions, to complex multi-level IT outsourcing projects, electronic service provision platforms, or foreign outsourcing. Our experience in this area spans many years. We advise on banking secrecy as well as regulatory, contract and personal data aspects and tax issues.

• Drafting and reviewing documentation
  We regularly advise banks and other financial institutions when they plan new products. We review standard bank documents to ensure they comply with consumer law and regulatory requirements, and we advise on the necessary revisions so that they satisfy the expectations of the supervisory authority. For a number of clients we have prepared comprehensive client documentation regarding consumer financial services, including consumer credit and leasing.

• Regulatory inspections and audits
  We support our clients during problem-specific and comprehensive regulatory reviews (we provide advice during the inspections, at the stage an inspection report is drafted, and as to how to implement post-inspection recommendations). We regularly audit individual areas of operation and we carry our internal investigations.

Project Finance
Our experienced team provides comprehensive legal assistance in all types of domestic and international financing transactions, in practically every sector of the economy. We help clients structure transactions and prepare and negotiate the transaction documentation. We also assist them with restructuring projects. Having on some occasions represented financing institutions, and on others borrowers, we understand the needs and expectations of both parties to the transaction. Over the years, we have participated in the development of a number of solutions and market standards that have now become generally accepted on the Polish market.

Our expertise encompasses, among other things:

• Real estate
  We regularly advise investors, developers and banks on projects for the financing and refinancing  of commercial properties (office buildings, logistics centres, retail facilities) and housing.

• Acquisition financing
  Closely cooperating with our M&A practice, we advise clients on structuring the financing of M&A transactions, both private and public, and on the execution of such financing.

• Energy project financing
  Energy projects (both in the area of renewable energy, including wind farms, and in the traditional power sector) represent the bulk of our practice in the project finance area. We work closely with our energy law practice, leveraging our colleagues’ in-depth sectoral expertise.

• International financial institutions
  Thanks to many years of cooperation with such institutions as the EBRD, World Bank, IFC and the European Investment Bank, we know and understand the nature and special expectations of international financial institutions (IFIs).

• Trading in receivables and securitization
  We advise clients on securitization projects, leveraging our experience to tailor each transaction to the nature of the transferred receivables and to the requirements of finance providers. We have advised the largest Polish banks on the transfer or sale of mortgage-secured receivables involving retail clients, with a total value of over PLN 20 billion. We regularly advise on factoring transactions, inter alia structuring the documentation pertaining to special types of factoring (e.g. reverse factoring). We support companies in raising financing from Polish and foreign capital providers through securitization of receivables from natural persons (e.g., resulting from short-term loans) and businesses (e.g. under leases or factoring).

• Bonds and other debt instruments
  We work on financing projects using debt instruments, advising issuers, offerors and bondholders. Our experience covers both private and public transactions, bond issue programs, and high yield bond projects. We have advised Polish entities in connection with issues on the US market launched under Rule 144A and Regulation S.

• International projects
  We regularly participate in international projects, including global financing or refinancing of capital groups, and advise on the structuring, negotiating and documentation of comprehensive collateral packages. We regularly cooperate closely in this area with the best foreign and international law firms operating in key global financial markets.

• Restructuring
  We have participated in some of the biggest and the most complex domestic and international restructurings. Our transaction team closely cooperates in such transactions with the SK&S litigation experts who regularly advise on the most complex bankruptcy and composition proceedings in Poland. This gives us a unique perspective and allows us to provide clients with the best solutions.