Andrew Kozlowski is Counsel (and former Managing Partner) at CMS in Warsaw, where he specializes in energy and project finance, corporate/M&A, privatizations, and international capital markets. He has been involved in numerous infrastructure projects in Poland and across CEE and various project finance transactions in the energy and transportation sectors, from motorways, railways, and waste, to energy utilities.
CEELM: Run us through your background, and how you ended up in your current role with CMS.
A.K.: I am a graduate of the University of San Diego Schools of Business and School of Law and a member of the California Bar. Prior to moving to Poland in March 1992 I practiced law in a San Diego-based law firm focusing on cross-border M&A and real estate transactions. In 1990 and 1991 I made numerous business trips to Poland advising clients on cross-border transactions between the US and Poland. During one of my stays in Poland I was asked by the Polish Minister of Finance to move to Poland and become one of his foreign legal advisers thru a program financed by the World Bank. In that capacity I advised Ministry officials on numerous international transactions.
I joined the Warsaw office of CMS in January 1995 as its managing partner with the mission to quickly expand the office – which at that time consisted of one Polish lawyer. By the end of 1995 the office had ten Polish lawyers and a fee income of 2 million euros. In 1996 I convinced Stephen Shone and Pawel Debowski and their real estate team to join CMS. As a result, the office doubled to 20 lawyers. In 1998 I convinced Dariusz Mioduski, Andrzej Blach, and Tomasz Minkiewicz and their entire energy and infrastructure team to join us from White & Case. By the end of 1998 the Warsaw office had over 40 lawyers and was one of the largest law firms in Poland. Over the next 20 years we organically grew to over 140 lawyers in Warsaw and Poznan. In 2009 the firm asked me to become the practice group manager for the entire CEE region in addition to continuing to be the managing partner of the Polish practice. As a consequence, I virtually had no time to perform legal work, which was my true passion. In Spring 2016 I transferred all my management responsibilities to younger partners. This allowed me to focus full time on developing transactions for CMS clients resulting in new legal instructions for our partners.
CEELM: Was it always your goal to work abroad?
A.K.: It was never my goal to work and live abroad, although most of my work related to cross-border transactions. It was really my work at the Polish Ministry of Finance in 1992 which convinced me that CEE offered a tremendous opportunity to a then-young lawyer with international transactional expertise. My fluency in the Polish language was also a big factor.
CEELM: Tell us briefly about your practice, and how you built it up over the years.
A.K.: My practice currently concentrates on infrastructure finance, which is quickly spilling over to real estate development as the boundaries between the two are becoming less defined. In 2009, when I became the practice group manager for the CEE region I transferred most of my client responsibilities to younger partners, as I had to devote most of my time to managing the Warsaw office and the CEE region – which at that time totalled over 300 lawyers.
During the past two years, having relinquished all my management responsibilities, I have been concentrating on developing infrastructure and real estate development projects for CMS clients. My focus is to help clients structure transactions at a very early stage leading up to signing the term sheet. At that point my Polish colleagues take the lead in drafting documents. During the document negotiation phase I assist on a more high-level basis, concentrating on developing legal solutions to major deal-breakers. I feel that my present role is the high point of my career as I am confident that I am adding real value to clients in helping them develop new projects and overcome obstacles leading to their successful completion.
CEELM: How would clients describe your style?
A.K.: Deal maker vs. deal breaker. Our role as lawyers is to advise clients on the legal risks in a certain transaction and to minimize the chance of later disputes leading to litigation. Many lawyers have a tendency to provide clients with a litany of risks resulting in the transaction not completing. Since every business transaction is riddled with risks it is our job to provide our clients with a commercial perspective on their impact to the them so that they can take a view on whether or not to assume the risks.
CEELM: There are obviously many differences between the Polish and American judicial systems and legal markets. What idiosyncrasies or differences stand out the most?
A.K.: The main difference is in the litigation context. In the US once a dispute goes to trial there is a resolution within a matter of weeks. In Poland courts schedule one-day trials in three to six month intervals, resulting in court proceedings lasting up to seven years. This provides a lot of uncertainty to clients and is inefficient from the judges’ perspective, as they are required to read files multiple times. The overhaul of the entire court system which is currently being attempted by the current Polish Government is long overdue.
CEELM: How about the cultures? What differences strike you as most resonant and significant?
A.K.: I think the biggest difference is that in Poland families are much more close-knit. Parents tend to help their children even after they graduate from college. Children tend to take a more active role in tending to elder parents. Also, the role of the Church is much more prominent than in the US.
CEELM: What particular value do you think a senior expatriate lawyer in your role adds – both to a firm and to its clients?
A.K.: I think our experience in structuring transactions in different legal systems enables us to develop creative solutions to legal obstacles. Many times, my role is to be the strategic adviser to the client, which goes beyond pure legal advice. Furthermore, because of our network of contacts we are able to affect introductions to clients who can provide sources of financing or other types of expertise.
CEELM: Outside of Poland, which CEE country do you enjoy visiting the most, and why?
A.K.: The Czech Republic, because of its capital Prague, which I think is the most beautiful city in Europe, full of history and beautiful architecture.
CEELM: What’s your favorite place to take visitors in Warsaw?
A.K.: Lazienki Palace and Park, the former palace of Polish kings. The park is in the middle of Warsaw and is breathtaking for its size and natural beauty.
This Article was originally published in Issue 5.9 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.