Our Firm handled the legal aspects of the Gdańsk Refinery’s partial division

02 November 2022 marks the end of the Gdańsk Refinery split-up process. This highly complex transaction involved a transfer of the bitumen plants in Czechowice-Dziedzice and Jasło to a company from the PKN Orlen group. The project, which lasted nearly a year, was handled by an interdisciplinary group of SMM Legal lawyers headed by Marcin Czarnecki, a Partner with our Firm.

The refinery company, Rafineria Gdańska sp. z o.o., was split by way of a partial division. The transaction made part of an internal reorganisation in the PKN ORLEN group following the acquisition of Grupa LOTOS. The move made it possible for the Client to comply with the remedies developed as a condition for European Commission’s approval for the merger.


‘This is yet another challenging corporate project we have carried out for a client from the energy sector’, says Prof. Maciej Mataczyński, Managing Partner at SMM Legal. ‘Its successful completion is a proof of top-tier competences of our Firm when it comes to handling such tasks’, adds Prof. Mataczyński.

‘A unique difficulty inherent to the project was the fact that it had to proceed in parallel to the PKN Orlen and Grupa LOTOS merger, handled by a different team at our Firm at the very same time’, explains Marcin Czarnecki, who coordinated our lawyers’ efforts.

The transaction was handled by a custom-built team of specialists, who lent their expertise on corporate, commercial, regulatory and labour-related matters. In this context our experts have:

  • Developed the split-up concept, together with a roadmap of required corporate approvals;
  • Analysed the contractual matrix and supported the Client in establishing the required contractual relationships;
  • Secured appropriate public law toolbox for the companies;
  • Prepared the transfer of the employer.

Project team

The work of the interdisciplinary lawyers’ team was managed by Marcin Czarnecki, a Partner with our Firm. The team members included Dr. Marlena Kruszyńska-Kośmicka, Dr. Jan Stranz, Magdalena Michalska-Niewiadomska, Hanna Żuchowska-Stacha, Diana Krzyżanowska, Dr. Tomasz Lewandowski and Maksymilian Saczywko. The very same expert team successfully completed the precedent-setting transaction involving the hive-out of the Gdańsk Refinery from Grupa LOTOS exactly one year ago.

‘Relying on our experience from previous, equally complex projects, we carried out a transfer of two production facilities avoiding any interruptions in their operations’, says Mr. Marcin Czarnecki. This fact alone, and the relatively short timeframe within which the project was completed, meant that we delivered an additional, much welcome win for our Client’, clarifies Mr. Czarnecki. ‘None of this would have been possible without excellent collaboration on the part of the Client’s team’, sums up our Partner.

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