Rafal Zakrzewski is a partner focusing on English law governed transactions in the CEE region. He is a solicitor in the firm's Banking and Finance Department. He commenced legal practice in Australia in 1997. He is admitted as a Solicitor of the Senior Courts of England and Wales (2003) and was admitted as a Solicitor of the Supreme Court of Queensland, Australia (1999).
Since 2004, he has been registered as a foreign (EU) lawyer with the Regional Chamber of Legal Advisers in Warsaw. Rafal is a recognised expert on LMA financing documentation and English commercial contract law, with his work being cited by English and other Commonwealth courts. He has published extensively, including major texts on international finance, legal remedies and the rescission of contracts.
As the inaugural Lecturer in Corporate Law and Transactions at Cambridge University (2012-14), Rafal founded and continues to contribute to a "deals" course covering joint ventures & venture capital, private and public M&A and finance. He taught corporate finance as part of the Cambridge LLM program. He has been a fellow at St Hugh's College, Oxford University, and holds a doctorate from that university (2004). He honed his legal drafting skills while working on legislation at the British Parliamentary Counsel Office (2004-6). Rafal was raised and educated in Australia, and is a native English speaker.
Rafal is a specialist in English law 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 as well as domestic transactions in Central and Eastern Europe.
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. He has acted on deals throughout the broader CEE region, with a particularly heavy focus on Poland, Ukraine, Romania, Czechia and the Baltic States. He has been ranked by Chambers, Legal 500 and IFLR 1000. Rafal also acts as an expert on English law in foreign proceedings.
Representative Legal Matters
- Acted for EBRD in respect of its USD 350 million loan to ArcelorMittal Kryvyi Rih in Ukraine and its EUR 41 million financing of Toplana Zenica doo, an AccelorMittal subsidiary in Bosnia.
- Acted for the banks in respect of the project financing of a 106MW wind farm in Banie, Poland.
- Acted for the banks in respect of the project financing of a 120MW wind farm in Margonin, Poland.
- Advised EBRD in relation to an LP investment in a Revetas real estate fund, a regional transaction involving assets in Hungary, Bulgaria, Slovakia and Poland.
- Acted in respect of EBRD’s acquisition of an equity stake in Black Sea Oil & Gas, a Carlyle-backed Romanian oil and gas firm.
- 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 services.
- 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.
- Acted for banks and borrowers in connection with syndicated guarantee facilities.
- Acted in respect of EBRD’s acquisition of an equity stake in Raiffeisen Bank Aval in Ukraine.
- Acted for borrowers in respect of high value syndicated loan facilities for PKN Orlen, PGNIG, PKO BP, PSA/Orange, Polkomtel, ITI Group, CEDC and LG.
Professional Associations and Memberships
- 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 - Member
- Editorial Board of the Journal of Finance Law and Practice - Member
- Warsaw~Poland (2004)
- England & Wales~United Kingdom (2003)
- Queensland~Australia (1999)
- University of Oxford (D.Phil. in Law) (2003)
- University of Queensland (Bachelor of Laws Hons I, University Medal) (1996)
- University of Queensland (Bachelor of Arts) (1994)
Author, McKnight and Zakrzewski on the Law of Loan Agreements and Syndicated Finance published by Oxford University Press (2019).
Author, McKnight, Paterson and Zakrzewski on the Law of International Finance published by Oxford University Press (2017).
Co-author, 'The Law of Rescission', Oxford University Press (2nd edition 2014).
Author, 'Remedies Reclassified' published by 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', contributor to Gore-Browne on Companies (Jordans), LexisNexis, 2019
Co-author, ‘Pari passu clauses under common law and Polish law’, Banking Law Monitor/Monitor Prawa Bankowego, 2017