Beata Gessel: I started in 1989 when there was no business context for the profession of a lawyer. It turned out that at that time I was one of the few people who could speak English and at the same time they knew what a “company” and a “partnership” were.

The turbulent period of transformation – at the same time a chance and a challenge that Beata Gessel, having completed her attorney traineeship, decides to face. She leaves an international law corporation and sets up her own law firm. The first client of “Beata Gessel” Law Firm is Enterprise Investors. In the following years the firm advises to Enterprise Investors on the purchase of shares in various companies including the glassworks Huta Szkła Jarosław, Stomil Sanok, Akerlund&Rausing, Bauma, Dryvit Sytems, Donnelley Polish American Printing Company, Eldorado or Kęty Group. The transactions involve innovative financial instruments including management options for Enterprise Investors’ portfolio companies. Thus, the future specialisation of the firm emerges as soon as in 1993, at the moment of its inception.

The existing office at ul. Smolna 8 becomes too small for the potential of the new firm. The new address, ul. Chmielna 9, gives us a pretext for celebration. We are fond of contemporary art so, in festive moods, we do not forgo purchasing a work of art. The painting "Sala pamięci" (Memorial Room) by Ryszard Grzyb, representing a tiger, is displayed at the reception desk of GESSEL up to now. The tiger came to be GESSEL’s logo and the purchase of the painting gave rise to a rich collection of works of art set up by GESSEL which is about to become organised and gain momentum.

The investment activities in Poland develop dynamically and the first client of GESSEL, Enterprise Investors fund, expands its structure. In such circumstances GESSEL becomes a specialised advisor in the area of mergers and acquisitions for international investors starting their business operation in Poland. We also devise the pioneer management options programme in a publicly traded company, on the occasion of the initial public offering of ComputerLand – the second IT company in the Polish market to have chosen such a development plan.

Over the next few years we will gain trust of many other private equity and venture capital funds including major players such as Krokus PE, Resource Partners, Highlander Partners, Avallon, Intel Capital, Argus Capital, FondElece Group, KBC Private Equity, Avallon, MCI Management, Investors Group or Business Angel Seedfund – and several years later we will enjoy renown as a leading law firm in PE/VC area.

GESSEL team has a new member – Aldona Pietrzak – who will start building the privatisation process practice of the firm from pre-privatisation due diligence through negotiations with potential buyers on behalf of the State Treasury including the public listing procedure. 1996 is a turning point – the Pulp and Paper Mill in Świecie gets privatised. This is a special privatisation case with regard to the fact that the offering is not placed with a specific investor only but, through the Warsaw Stock Exchange, it also finds its way onto the public market. GESSEL advises the Ministry of Privatisation/ Ministry of the Treasury on this transaction.

GESSEL’s lawyers also draft part of the issue prospectus of a foreign entity – the First Polish-American Bank in Krakow (later Fortis Bank, now BNP Paribas).

Along with our business we develop our passion. In 1996, in cooperation with the National Museum in Warsaw, GESSEL sets up the Collection of the Foundation for Contemporary Art of the National Museum in Warsaw. We are enthusiastic promoters of contemporary Polish art. Over the next several years we will assemble nearly 50 paintings, objects, prints and drawings and installations of 19 artists.

Another year, another breakthrough. The portfolio of GESSEL’s clients is expanded by the inclusion of a large holding – Elektrim. Over the next years, GESSEL will advise Elektrim on significant transactions in the energy and telecommunications sector, including but not limited to investment in assets and high technology companies, restructuring or sales of assets to strategic investors. GESSEL will advise Elektrim S.A. on the sale of a number of production companies in the electrical machine engineering sector. The transaction value totals 52,000,000 USD. Companies in which Elektrim will invest upon the advice of GESSEL include Bresnan International Partners, Polska Telefonia Cyfrowa ERA, CT Creative Team, VPN Service, Elektrim Kable or Elektrim Telekomunikacja.

With extensive expertise in energy law we will soon become an advisor for the State Treasury in the process of privatisation of a group of power distribution companies (G4) and the coking coal producer Jastrzębska Spółka Węglowa. We will also advise in the process of privatisation to the order of many private investors including KGHM TFI, Enterprise Investors or Kulczyk Holding.

Meanwhile, the team grows consistently. We move to a new office at ul. Widok 8, initially occupying two and later three levels.

GESSEL advises one of the first investment fund associations in Poland, TFI PKO Credit Suisse, for the first time taking part in the process of incorporation of a fund. In addition, we provide services to brokerage houses, assist in the incorporation of investment funds, prepare liquidation fund and umbrella fund agreements (including white-label funds) and negotiate agreements regarding the concept of banking, brokerage and investment products combined in innovative configurations. In the future we will also advise on the transformation of brokerage houses into investment fund associations.

We are equally consistent in building our expertise in services for private equity and venture capital funds. We advise on the incorporation of investment funds making use of the so-called management buy-outs (MBO/MBI) to assume control over a company. These funds include Avallon and Krokus (Nova Polonia Natexis II). Soon the Polish Securities and Exchange Commission will approve our investment activities for, among others, TFI Allianz and Quercus TFI. The incorporation and operation of investment funds and PE/VC funds, as well the line of defence in criminal and administrative proceedings against publicly traded companies, brokerage houses and investment fund associations will become an integral part of the range of our services in the area of equity markets. GESSEL will play a significant role in developing equity market and investment funds in Poland.

GESSEL’s team is joined by three people who in the coming years will form the core of the firm. Dorota Bryndal, previously working with CANAL+, using her extensive expertise acquired in the audiovisual market and pursuing her passion, i.e. media and advertising issues, begins creating a dynamic team to deal with intellectual property law. Leszek Koziorowski, from the outset of his career associated with the equity market, leaves the Polish Securities and Exchange Commission to devise standards for GESSEL in the securities law and investment fund practice. Marcin Macieszczak, still a student of law at that time, will specialise in equity transactions in public and private markets and in corporate legal services and will soon become a key expert in M&A at GESSEL.

More and more clients are given an opportunity to verify the quality of our service. The consolidation of ComputerLand and Emax, on which we advise, is about to become a fact. At that time the company is renamed as Sygnity. As a result of this merger the second largest publicly listed IT company in Poland is formed. Next to Enterprise Investors, Sygnity will be one of the top three regular clients of GESSEL for the next few years. GESSEL will assist Sygnity in handling the legal aspects of a number of major acquisitions in the information technology sector such as CSBI or Support. This experience will enable us to efficiently advise on the incorporation and day-to-day operation of several IT businesses in the following years.

The portfolio of transactions on which GESSEL advises is consecutively expanded by companies from various sectors of economy: finance and banking, FMCG, high technology, heavy industry, pharmaceutical industry or building and construction industry. One of our clients will be Inteligo – the first Polish online bank. We will advise Bakalland on the purchase of 100% of shares in Polgrunt, a leader in the Polish healthy food market. SFINKS group, the second largest chain of restaurants in Poland, will use our services in the acquisition of seven restaurants and the Chłopskie Jadło brand. In the banking sector we will assist in the purchase or sale of the blocks of shares for Lukas Bank and Fortis Bank. In the coming years we will assist another strategic investor – PBG – in the acquisition of the controlling block of shares in Hydrobudowa Śląsk by subscribing to the subsequent two issues of the company’s stocks and incorporating the company into PBG capital group. Polfa Kutno, W. Kruk, Zielona Budka, Harper Hygienics, Kruk, Magellan or Zelmer – these are the companies in which Enterprise Investors funds will invest with our support.

We are now able to offer comprehensive advice to all clients: including advice on mergers and acquisitions, day-to-day corporate services and issues related to equity market transactions.

Leszek Koziorowski becomes GESSEL’s partner. As a partner he leads the capital markets team which, every year since the institution of the ranking of “Rzeczpospolita” daily (2003), has been recommended in the category “Capital Markets Law”. From IPO, through the purchase of blocks of shares, day-to-day corporate law services for publicly traded companies, ways of defence against hostile takeovers to the delisting of securities – the practice of the capital markets department becomes more comprehensive. The team, headed by Leszek Koziorowski, gains recognition in the area of management options programmes. In Poland we are among the pioneers in devising programmes employing senior bonds, subscription warrants and phantom options.

In the same year, GESSEL for the National Museum in Warsaw (previously the Collection of the Foundation for Contemporary Art of the National Museum in Warsaw) inaugurates the “Carnival Nights” that from 2002 to 2006 will host more than 300 guests year on year.
In the first place charity balls provide an opportunity to raise funds for the purchase of successive works of art for the collection of the Foundation but they also are a pleasurable form of propagating the value of contemporary Polish art.

GESSEL celebrates its 10^th anniversary. On this occasion the team and clients of GESSEL personate the characters of “The Revenge” by Aleksander Fredro. The jubilee performance at the premises of the Polish Business Roundtable, in the adaptation of the artistic patron – Olaf Lubaszenko – is an apt summary of GESSEL’s philosophy. It is not the content (quite classical in this case) but the context that is surprising. Over the next ten years, GESSEL’s lawyers will prove many times that they are distinguished not only by their comprehensive legal expertise but also by their practical skills of applying legal provisions in specific business circumstances.

Dorota Bryndal becomes GESSEL’s partner. Dorota’s team deals with, among other things, intellectual property protection cases, including copyright and industrial property law. The practice of intellectual property law will soon become complemented with employment law and pharmaceutical law. Dorota Bryndal will soon become the coordinator of a special programme for artistic communities. GESSEL will offer professional legal support to music composers, writers, painters, graphic artists, journalists and software developers in drafting agreements and contracts, in negotiations or in defending their rights in adversarial proceedings.

In the meantime, three levels at ul. Widok 8 are not roomy enough for GESSEL’s team. We move to our present 900 m2 office at ul. Sienna 39 on the last, 15^th floor of the building. In 2012 our team will consist of more than 50 people.

GESSEL has a new partner, Christian Schmidt – German advocate registered as a foreign lawyer with the Warsaw Regional Bar Association in Warsaw. He is an expert in legal service for foreign investors in Poland and in real estate law. Previously, a managing partner of the Warsaw office of Lovells – an international law firm. Christian Schmidt creates GESSEL’s German Desk – a department to provide comprehensive legal service to German-speaking clients. He also leads the real estate department.

Combining these two practices, in the following year GESSEL will represent Brinkhaus group, based in Germany, in the transaction of sale of leaseback of a factory located in Poland. This transaction is the forerunner of subsequent orders on the border of Polish and German jurisdiction.

Another international transaction, this time with the value exceeding 20 MEUR. We advise the Austrian Immoeast on numerous real estate transactions in Poland (Katowice, Poznań, Warsaw, Włocławek).

We are also employed as advisors in another international transaction: Grupo Angel Camacho, a leading Spanish producer of olives and jam, acquires one of the major Polish food producers. This is the first acquisition of Grupo Angel Camacho in Poland and the first experience of GESSEL’s team with Spanish jurisdiction crowned with the successful acquisition of title to shares at the beginning of 2007.

GESSEL deals with rare equity transactions in PE/VC funds market, including the transaction in which Enterprise Investors purchased 100% of shares in Skarbiec Asset Management Holding formed by Skarbiec TFI and BRE Agent Transferowy.

GESSEL has new partners: Marcin Macieszczak and Aldona Pietrzak. Marcin Macieszczak will build a strong team to ensure comprehensive service and handling of M&A transactions, including cross-border projects, from conceptualising the legal and tax structures, through negotiating transaction documentation, to representing investors in proceedings aiming to secure requisite approvals and permits. Aldona Pietrzak, experienced in a number of major privatisation processes, will lead the corporate law department and coordinate the work of the audit team. This team will perform due diligence of companies required for M&A transactions. The team is also joined by Piotr Schramm who will contribute his expertise in litigation, including criminal law proceedings related to business, to the practice of GESSEL.

The range of GESSEL’s services is consistently improved and becomes more comprehensive. The team is joined by Professor Marek Michalski, previously a member of the Supervisory Board of WSE, today the Dean of the Law and Administration Faculty at Cardinal Stefan Wyszyński University in Warsaw. Professor contributes his expertise in securities and financial instruments. GESSEL opens a Chinese Desk. In cooperation with a Chinese law firm TransAsia Lawyers, GESSEL will provide legal services to Chinese and Polish investors.

While expanding our range of services we gain new clients. GESSEL advises on one of the largest tender offers at the WSE and the largest transaction ever carried out by Private Equity funds in the Central European FMCG sector: purchase of nearly 43% of shares of Kofola-Hoop totalling 480 MPLN.

Under the burden of duties we do not forget about our interests. On the 15^th anniversary of GESSEL we organise a public exhibition of the works of contemporary Polish artists assembled by the GESSEL Foundation. The “Points of Reference” exhibition at the National Museum in Warsaw, with GESSEL Law Firm as the main patron, is considered a major cultural event of the season.

Piotr Schramm becomes GESSEL’s partner. From now on he is in charge of the risk & support department and litigation department to which he invites lawyers with many years’ experience in litigation, arbitration, administrative or treasury proceedings. GESSEL is one of the first law firms in Poland to establish a dedicated white-collar crime department.

The firm also promotes public welfare. In June counsellor Beata Gessel-Kalinowska vel Kalisz becomes involved in promoting the equal social status of women and men. During the 1^st Polish Women’s Congress she moderates the panel discussion on the role of women in the development of the Polish legal system “How Women Won Justice. Women in the Legal Professions after 1989”. The articles of association of the Women’s Congress will be drafted and executed at GESSEL’s office in the following year.

We do not forget about business and we do not let business forget about us. GESSEL advises Agencja Rozwoju Przemysłu on the non-trivial sale totalling 340 MPLN – an Italian and British investor AgustaWestland buys Wytwórnia Sprzętu Komunikacyjnego “PZL-Świdnik” S.A. Simultaneously, the firm advises KGHM TFI on two spa privatisation transactions: Zespół Uzdrowisk Kłodzkich totalling over 138 MPLN, and Uzdrowisko Cieplice totalling nearly 30 MPLN. GESSEL also assists Radmor S.A., an ARP company, in obtaining a strategic investor.

In the meantime, we work for the sake of development of the lawyers’ community. GESSEL is a co-organiser of the international conference Dispute Resolution in M&A Transactions. It is the first event of such scale in Poland. Beata Gessel-Kalinowska vel Kalisz initiates the European programme “Promotion of Amicable Methods for Resolving Commercial Conflicts” to propagate the idea of commercial arbitration to the international community and to create an arbitration centre for Central and Eastern Europe in Poland.

In 2010 counsellor Beata Gessel-Kalinowska vel Kalisz publishes her PhD thesis “Legal Character of Representations and Warranties in a Limited Liability Company Share Purchase Agreement (in Light of the Freedom of Contract Principle)”. The publication is regarded a major source of legal doctrine in this area in Poland.

Another outstanding year for GESSEL.

A record number of due diligence services performed by our team. GESSEL advises on the legal aspects of an unprecedented project – for the first time in Poland an audit services group (PwC) sets up a brokerage house (PwC Securities). Finally, the firm advises on one of the 20 top M&A transactions in 2011 according to a ranking by Forbes – PBG takes control over RAFAKO.

Our activity is again visible outside the core business categories. Counsellor Beata Gessel-Kalinowska vel Kalisz is appointed the President of the Arbitration Court of the Polish Confederation of Private Employers Lewiatan in recognition of her active promotion of arbitration as a symbol of a civil society. Leszek Koziorowski, an authority in the field of historical securities and the President of the Association of Historical Securities Documents Collectors, publishes an album entitled “Stocks Listed at the Warsaw Stock Exchange until 1939”. The GESSEL Foundation exhibits its collection in various museums. A number of works are exhibited at the Królikarnia museum as part of a special educational programme presenting various types of paintings and different functions of works of art. 2011 ­– another year, another well used chance.

GESSEL celebrates its 20^th anniversary.

GESSEL has eight partners. Ewa Szlachetka joins our team in January. She will be responsible for developing the equity capital markets (ECM) practice in Poland and CEE region. As an expert in company law, legal aspects of mergers and acquisitions (M&A) and securities law she will naturally complement the key practices of GESSEL: the M&A team and the capital markets team.

Meanwhile, in addition to closing subsequent transactions, establishing new alliances and expanding our team, at all times we are full of ideas for the next 20 years. We will share these ideas with our partners during meetings scheduled this year. These meetings will be an attractive prelude to the 20^th anniversary of GESSEL we will celebrate in January 2013.