Partner

Rafał Zakrzewski

Languages

Polish
English

Social media

Rafał Zakrzewski is a solicitor and a partner in the Finance Department at CMS.

Rafał is a specialist in English law governed corporate finance and commercial contracts. His practice embraces all forms of debt finance, including project finance, acquisition finance and real estate finance. Rafal advises both lenders and borrowers on cross-border transactions in Central and Eastern Europe, Asia and Africa. Uniquely Rafal also possesses very significant corporate experience, particularly in respect of equity investments, joint ventures and M&A transactions, and high value commercial contracts governed by English law. Rafał also acts as an expert on English law in foreign proceedings.
Over more than two decades Rafał has advised on international transactions executed under English law in Central and Eastern Europe (including in Poland, Ukraine, Romania, the Czech Republic, Serbia, Croatia, Greece, Albania and Turkiye), the Baltic States, Asia (Kazakhstan, Uzbekistan, Tajikistan, Turkmenistan, Azerbaijan, Mongolia) and Africa (Morocco, Egypt, Nigeria, Uganda). He is ranked by Chambers and IFLR 1000.

Rafał is a recognised expert on LMA financing documentation and English commercial contract law, with his publications being cited by English and other Commonwealth courts. He has authored practitioner textbooks on international finance, legal remedies and the rescission of contracts. He honed his legal drafting skills as an Assistant Parliamentary Counsel at the Parliamentary Counsel Office in London, drafting UK legislation.

As the inaugural Lecturer in Corporate Law and Transactions at Cambridge University, Rafał founded and continues to contribute to a ‘Deals’ course covering joint ventures & venture capital, private and public M&A and corporate finance. He taught finance law as part of the Cambridge LLM program. He was a fellow of St Hugh's College, Oxford University, and holds a doctorate from that university.

Ranked in Chambers Global in the following categories: UK - Banking & Finance (Experts Based Abroad); Poland - Banking & Finance (Foreign Experts).

Awards & Recognitions

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Quote

“UK-qualified Rafał Zakrzewski assists Polish corporations and international banks with cross-border banking transactions. Clients praise his experience and responsiveness.”

Chambers Global 2021

Relevant experience

EBRD - Acted for EBRD in respect of its USD 350 million loan to ArcelorMittal Kryvyi Rih and USD 81 million loan to Kryvyi Rih Industrial Gas LLC in Ukraine, and its EUR 41 million financing of Toplana Zenica doo, an AccelorMittal subsidiary in Bosnia.
EBRD - Acted for EBRD in respect of its financing of the acquisition of Volia, Ukraine’s leading pay-TV and cable broadband service provider, by Datagroup.
EBRD - Acted for EBRD in respect of its financings of Eurocash and SPAR in Poland.
PKN Orlen - Acted for PKN Orlen in respect of its EUR 1,750,000,000 multicurrency revolver.
UN Agency - Acted for a United Nations agency in respect of its first private sector commercial loan to a borrower in Nigeria.
Banks - Acted for the banks in respect of the project financing of a 106MW wind farm in Banie, Poland.
Banks - Acted for the banks in respect of the project financing of a 120MW wind farm in Margonin, Poland.
EBRD - Acted in respect of EBRD’s acquisition of an equity stake in Black Sea Oil & Gas, a Carlyle-backed Romanian oil and gas firm, and in respect of the acquisition of an equity stake in Raiffeisen Bank Aval in Ukraine.
Polish national champion company - Acted for a Polish national champion company in relation to various extremely high value English law governed commercial contracts relating to the import of goods and specialised services.
Sellers and buyers - Acted for sellers and for buyers in relation to various disposals and acquisitions of participations in distressed and non-distressed loans in the secondary market.
Banks and borrowers - Acted for banks and borrowers in connection with complex syndicated guarantee facilities.
EBRD - Advised EBRD in relation to an LP investment in a Revetas real estate fund, a regional transaction involving significant assets in Hungary, Bulgaria, Slovakia and Poland.
Borrowers - Acted for borrowers in respect of high value syndicated loan facilities for PKN Orlen, PGNIG, PKO BP, TPSA/Orange, Polkomtel, ITI Group, CEDC and LG.

Publications

Author, McKnight and Zakrzewski on the Law of Loan Agreements and Syndicated Finance, Oxford University Press (2019)
Author, McKnight, Paterson and Zakrzewski on the Law of International Finance, Oxford University Press (2017)
Co-author, 'The Law of Rescission', Oxford University Press (2nd edition 2014)
Author, 'Remedies Reclassified', Oxford University Press (2005)
Author, 'International Handbook on Shareholders´ Agreements: Regulation, Practice and Comparative Analysis', England and Wales chapter, De Gruyter (2018)
Author, 'Acquisition Finance', Poland chapter, Oxford University Press (2010)
Author, 'Doing Business in Europe', Poland chapter, Sweet & Maxwell (2005)
Contributor, 'Sir William Blair's Encyclopaedia of Banking Law', LexisNexis (2019)
Contributor, ‘Gore-Browne on Companies’, Jordans (2013-2018),
Author, ‘English law contracts, strict liability and the allocation of risk’ (2020) 5 Journal of International Banking and Financial Law 293.
Author, ‘The Roles of Arrangers and Agents in Syndicated Lending Transactions: Duties, Risks, Liabilities and Protections’ (2020) The Intergovernmental Organisations In-house Counsel Journal 25.
Co-author, ‘Pari passu clauses under common law and Polish law’, Banking Law Monitor/Monitor Prawa Bankowego (2017)
Author, ‘Declaratory Relief in Litigation and Arbitration in England and Wales’ (2017) Nr 1-2 e-Arbitration / Przegląd Arbitrażowy 12
Author, ‘Indemnities and Suretyship’ (2015) 4 Journal of International Banking and Financial Law 197
Author, ‘Representations and Warranties Distinguished’ (2013) 6 Journal of International Banking and Financial Law 341
Author, ‘When is a Material Adverse Change Clause a Force Majeure Clause?’ (2012) 9 Journal of International Banking and Financial Law 547
Author, ‘Material Adverse Change and Material Adverse Effect Provisions: Construction and Application’ (2011) 5 Law and Financial Markets Review 344
Author, ‘The Nature of a Claim on an Indemnity’ (2006) 22 Journal of Contract Law 54
Author, ‘The Classification of Judicial Remedies’ (2003) Lloyd’s Maritime and Commercial Law Quarterly 477
Author, ‘Risk Minimisation in Project Finance’ (2002) Projects & Profits 13
Author, ‘Lender Beware: Is there a Benefit to the Beneficiaries of the Trust?’ (1999) 10 Journal of Banking and Finance Law and Practice 69
Author, ‘The Law relating to Single Director and Single Shareholder Companies’ (1999) 17 Company and Securities Law Journal 156

Memberships & Roles

Member, and a committee member on its International Committee - Law Society of England and Wales.
Member - Queensland Law Society.
Member - Regional Chamber of Legal Advisors in Warsaw.
Member - Society of Legal Scholars.
Member - Commonwealth Association of Legislative Counsel.
Editorial Board of the Journal of Finance Law and Practice.
Editorial Board of the Journal of the Association of Lawyers in Intergovernmental and Finance Organisations.

Lectures list

Regular guest lecturer on the ‘Deals’ course on the Masters of Corporate Law at the University of Cambridge (Rafal was the inaugural Lecturer in Corporate Law and Transactions on that programme and set up the ‘Deals’ course).
Regular presenter at Loan Market Association (LMA) conferences in Warsaw.
Seminars for the European Bank for Reconstruction and Development on intercreditor matters and on the regulation of contractual discretions.
Seminars on LMA recommended form documentation for the Association of Polish Banks (ZBP).

Education

Law, DPhil, Oxford University, Oxford.
The University of Queensland.

Practice Areas

Banking & Finance Commercial Corporate

Insights

Global Reach