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Avellum has advised longstanding client Kernel Holding S.A. on its USD 43.3 million cash acquisition of 100% of shares in an unnamed farming business that, according to the firm, manages over 170,000 tons of grain storage capacity and over 27,500 hectares of leasehold farmland. 

Avellum has advised the shareholders of the Karavan Hypermarket chain on their sale of the company to the Auchan Group. Sayenko Kharenko reportedly advised the buyers on the transaction, which remains subject to approval by the Antimonopoly Committee of Ukraine.

Avellum has advised Saggarco Ltd on the acquisition of a 99.91% stake in PJSC Marfin Bank from Cyprus Popular Bank Public Co Ltd (“CPB”). DLA Piper reportedly advised the sellers on the deal.

The Esin Attorney Partnership and Baker McKenzie have advised the Marubeni Corporation on its acquisition of a 45.494% interest in Saide Tekstil Sanayi ve Ticaret Anonim Sirketi, an apparel company in Turkey. The Akol Law Firm advised the sellers, Hatem and Askin Duru, on the deal.

The Esin Attorney Partnership in Turkey and Baker McKenzie's Paris office have advised a syndicate of 18 international banks on a EUR 212 million and USD 56.5 million 367-Day Dual Tranche Term Loan Facility extended to TSKB-Turkiye Sinai Kalkinma Bankasi A.S. (Industrial Development Bank of Turkey) to fund TSKB's project finance-related transactions and its customers' trade finance transactions. Yazici Legal advised TSKB on the loan.

DGKV, working with Baker McKenzie, London, has advised British American Tobacco on its over EUR 100 million acquisition of assets of Bulgarian cigarette maker Bulgartabac Holding, including Bulgartabac's Victory, Eva Slim, and GD tobacco brands and its distribution and retail assets in Bulgaria and Bosnia. The sellers -- Bulgartabac Holding AD and Blagoevgrad-BT AD -- were represented by in-house counsel on the deal.

CMS Hungary has advised by Ilford Holding Kft. and Invitel Technocom Tavkozlesi Kft. — controlled by the China Central and Eastern Europe Investment Co-operation Fund, advised by CEE Equity Partners — on its July 21, 2017 sale of 99.99% of the share capital and voting rights of Hungarian telecommunications operator Invitel Tavkozlesi Zrt. to DIGI Tavkozlesi es Szolgaltato Kft., the Hungarian subsidiary of Digi Communications N.V. PeliFilip advised the buyers on the deal.

Done Yalcin has been appointed Partner at CMS. The Turkey expert, who has worked for CMS Reich-Rohrwig Hainz for ten years, heads the firm's office in Istanbul.

Gessel and Wierzbowski Eversheds Sutherland have advised Enterprise Investors on the acquisition by the Polish Enterprise Fund VII and the President of the Management Board of 100% of shares in Janton, Poland’s leading producer of alcoholic beverages based on grape and fruit wines. The sellers were advised by CMS on the deal, which remains conditional on antimonopoly approval. Financial details were not disclosed.

“Unfortunately the situation in Macedonia is not bright” says Dragan Dameski, Partner at Debarliev, Dameski & Kelesoska in Skopje, referring to the prolonged political instability in Macedonia, and the “selective implementation of rule of law by the official institutions and bodies in power.”

The Government of the Republic of Macedonia, in its program for the period 2014-2018, incorporated a project that shall enable electronic concluding of real estate purchase agreements.

It is expected that the new Law on Notary Public will overcome the weaknesses identified in the existing Law and will also lead to higher efficiency in the notary public operation.

The Moscow and London offices of Debevoise & Plimpton have advised PJSC Polyus in connection with a public offering of shares and depositary receipts and the listing of the depositary receipts on the LSE. Clifford Chance reportedly advised the banks on the offering.

In recent years information security issues have become extremely important for companies in Russia and around the world. For example, in 2015, almost 300 million U.S. dollars were stolen from more than 100 banks and other financial institutions throughout the world. By the middle of 2016, FinCERT, the Russian system of monitoring of cybersecurity incidents in the financial sphere, had registered 21 targeted attacks aimed at thievery of approximately 2.87 billion rubles (approx. USD 48 million). In addition, during 2016, major Russian banks such as Sberbank, Otkritie, Alfa-Bank, VTB, and Rosbank suffered massive DDoS attacks.

On 1 June 2017, Federal Law No. 92-FZ dated 1 May 2017 (the “Federal Law”) came into force, which amends certain provisions of Federal Law No. 395-1 dated 2 December 1990 on Banks and Banking Activity and several other federal laws.

Avellum has advised Saggarco Ltd on the acquisition of a 99.91% stake in PJSC Marfin Bank from Cyprus Popular Bank Public Co Ltd (“CPB”). DLA Piper reportedly advised the sellers on the deal.

DLA Piper has advised Doc+, one of the largest Russian digital health startups, on a USD 5 million round of financing from existing investors Baring Vostok, a Russian private equity fund, and Yandex, one of Europe's largest Internet companies.

DLA Piper has advised Hungary-based Egis Pharmaceuticals on its acquisition of the D-Panthenol brand, the second largest brand in the dexpanthenol market in Russia, and of a Russian gynaecology portfolio consisting of Vagilac, Feminal and Folacin brands, from Jadran-Galenski Laboratorij. CMS advised the sellers on  the deal.

Prior to building up or transplanting their advertising campaigns in Greece, businesses wishing to acquire a share in the local media market, besides familiarizing themselves with their industry sector through review and analysis of the industry economics, participants, and main competitors, should immerse themselves into the regulatory framework for advertising that will enable them to develop their business plan and marketing strategies most efficiently.

In The Corner Office we invite Managing Partners at law firms from across the region to share information about their careers, management styles, and strategies. The question this time around: Is your personal practice more or less the one you anticipated when you finished law school, or did it change somehow in the interim?

Almost five years after the European Commission submitted its first proposal on the reformation of the data protection landscape, a new General Data Protection Regulation (GDPR) has finally been adopted, designed to harmonize data protection across EU Member States. The GDPR will be directly applicable in all Member States as of May 25, 2018, placing, in the interim, all interested businesses in a race against time to observe all the compliance obligations it imposes.

After China, the world’s largest merchandise exporter, joined the World Trade Organization (WTO) in 2001, it agreed to a 15-year transitional period during which other members would be allowed to use the “non-market economy” method for dumping calculations. This transitional period ended on 11 December 2016, and forced certain WTO members to revise their anti-dumping strategies. 

In Turkey, the authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio, is given to the Ministry of Economy (“Ministry”). Within the scope of this authority, the Ministry announces its decisions with the communiqués published on the Official Gazette. 

The Law No. 5846 on Intellectual and Artistic Works ("IP Law") is the main legislation in Turkey that is applicable to copyright related matters. In early May, Ministry of Culture and Tourism’s General Directorate of Copyrights shared on their website a Draft Law Amending the Law No. 5846 on Intellectual and Artistic Works ("Draft Law") and announced that the proposed amendments are open for public opinion.

Glatzova & Co. has advised Denemo Media s.r.o. on its acquisition of a 50% shareholding in FTV Prima, with Allen & Overy advising Modern Times Group, the seller.

Glatzova & Co. has successfully represented TFS RT, INC. in the restructuring proceedings of its business partner.

“The trend that we discussed at the Round Table back in November is continuing,” says Jiri Sixta, Partner at Glatzova & Co., referring to the upbeat reports on the Czech market provided by members of a November 2016 CEE Legal Matters’ Round Table.

International companies having a presence in Ukraine often need to employ foreign personnel due to specific character of their businesses or due to particular valuable experience of such foreign specialists. At the same time, Ukrainian legislation is designed to procure employment of local citizens in the first place. 

Ukrainian legislation provides state guarantees of safety of foreign investments with the goal to protect the rights of foreign investors.

The Law of Ukraine “On protection of economic competition” has been recently amended regulation regarding concentration of economic entities.

Thomas Hruby was born in Montreal, Canada, where he attended McGill University, from which he received his B.A., B.C.L., and LL.B. degrees. He was admitted to the Bar of the Province of Quebec in 1983 and practiced law in Montreal. He obtained a Master’s degree in law from Charles University in Prague in 1991 and was admitted as a fully-qualified Czech advocate by the Czech Bar Association in 1992. In 1993, he opened the Prague office of the Montreal law firm Mitchell, Gattuso and he subsequently joined the Prague office of Linklaters & Alliance. In 2001 he started his own practice in Prague, and he was joined by Jiri Buchvaldek in 2006 to form Hruby & Buchvaldek. 

In “The Buzz” we interview experts on the legal industry living and working in Central and Eastern Europe to find out what’s happening in the region and what legislative/professional/cultural trends and developments they’re following closely. Because the interviews are carried out and published on the CEE Legal Matters website on a rolling basis, we’ve marked the dates on which the interviews were originally published.

Jiri Buchvaldek, Partner at Hruby & Buchvaldek in the Czech Republic, is flabbergasted at the amount of new regulations being thrown at small businesses and entrepreneurs in the country. "It’s just freakish what’s going on," he says, shaking his head.

JPM has advised Gauselmann Group on the acquisition by subsidiary Merkur Casino Austria of 51% shares in Beo Impera and Pionir Internacional, which each own 50% shares in Balkan Bet and Merkur Games. The Baklaja Igric Tintor firm advised the sellers.

The Serbian Constitutional Court Rejects Voting Limitations Adopted by Belgrade Bar Association

Partners at Serbian Law Firms Discuss the Growing Number of Legal Alliances Appearing Across the Former Yugoslavia 

With Croatia joining the European Union and assuming the obligation to implement EU law, compliance became the key word in the country’s legal market. At first, the complicated regulatory environment produced legal uncertainty in entire industries.

The Serbian Constitutional Court Rejects Voting Limitations Adopted by Belgrade Bar Association

Reorganization was introduced in Serbian bankruptcy legislation in 2010 and is very often used to restructure claims, as it provides an opportunity for a debtor to continue operating if the settlement proposed through a reorganization plan is more favorable to creditors than liquidation.

A new act on Prevention and Combating of Money Laundering and Terrorist Financing will enter into force, replacing the anti-money laundering act currently in force, on 26 June 2017. The new act is intended to implement the provisions of the EU Directive 2015/849 (i.e. the 4th Anti-Money Laundering Directive).

As of 1 July 2017, an amendment to the Bankruptcy and Liquidation Proceedings Act will enter into force, aiming at close the loopholes and consolidating the case law. The amendment clarifies the provisions on the disputing of the claim by the debtor and on the statutory requirements of the payment reminder to be sent by the creditor. The regulations on the option right and the transfer of rights and claims for security purposes will also be amended.

The Hungarian Parliament modified the provisions on the implementation of the Country-by-Country Reporting (CbCR) system according to the 2016/1164 EU directive. These changes relate to the obligation of the transfer pricing documentation for multinational enterprises.

Kocian Solc Balastik is reporting that the 2016 decision by the Municipal Court in Prague in favor of firm client Agrofert in its dispute with the United Bakeries Group has been upheld by the High Court in Prague, bringing the dispute to a final conclusion.

The Corporations Act provides that the venue, date and time of a general meeting must be set in such a manner that shareholders’ rights to attend (and vote) are not unreasonably limited. Would this statutory requirement be met if the general meeting were held in a foreign country? If so, under what circumstances?

"What is currently happening in Prague is the GDPR,” says Jiri Hornik, Partner at Kocian Solc Balastik in Prague, referring to the EU’s new Data Protection Regulation being implemented across Europe.

As a developing country and a candidate state for the EU and NATO, Montenegro has done a great deal to establish an effective legal and institutional framework in many areas.

Recent research shows that Montenegro has a high hydro-energy potential with a noteworthy index of cost-effectiveness of investments and favorable ecological and social environments. The estimated theoretical hydro potential on the main water courses totals 9,846 GWh/year. Out of this capacity, less than 1,800 GWh, or only 17%, has been harnessed so far. 

Montenegro is located in the Western Balkans, with a population of only just over 600,000. Once it was part of former Yugoslavia and today it is a country that has independently done a lot on its European integration path.

Maravela | Asociatii has announced that Alexandra Rimbu, who left the firm in 2013, has now rejoined the firm as Partner.

Gelu Maravela, the Co-Managing Partner of Maravela⎪Asociatii, waives away the potential impact of politics on investment in the country. “There’s no election scheduled for this year anyway,” he says, “so for the next six years we’re 'at bay' on major changes.” In any event, “in terms of politics, we don’t care about it. They have their own agenda. Obviously they have some influence on it, but they can’t really contribute to our business. The private sector moves by itself.”

On the eve of the EU reform package on data protection rules coming into force, the wide disparities between the ways different public bodies process and manage citizens’ personal data have become apparent at the national and local levels.

The “Communiqué on Trust Seal in Electronic Commerce” (“Communiqué”) has been published in the Official Gazette dated 6 June 2017 and numbered 30088 and came into effect as of the publication date. Within the frame of such Communiqué, following subjects have been regulated; 

Nowadays, Electronic Commerce (“E-Commerce”) continues to rapidly become the platform where consumer habits are most consantrated.  In line with rapid developments on technology, devices and online platforms are getting to know their users more closely.

Retail industry leads Turkish economy in recent years and shopping malls are the most essential figures of such industry. Shopping malls have recently undergone a challenging period by virtue of social and economic developments throughout the country.

ODI Law Firm Partner Matjaz Jan interviews Miha Ursic, the General Counsel of HIT d.d. in Slovenia for CEE Legal Matters’ Face-to-Face.

Restrictive agreements and practices in Macedonia are governed by the Protection of Competition Act (2010) (the “Competition Act”), which entered into force on November 13, 2010.

The National Bank of Serbia has invested significant efforts to harmonize national regulations in the field of payment systems with those of the EU.

We can look at the current situation from the bright side in Slovenia,” laughs Grega Peljhan of Slovenia’s Rojs, Peljhan, Prelesnik & partnerji law firm. "We have Melania Trump and the world’s best cook, Ana Ros!"

On December 20th, 2016, CEE Legal Matters reported that the Slovenian metal-processing company UNIOR had completed a syndicated debt refinancing process with a group of six banks. We interviewed Darko Hrastnik, the Chairman of the Board and CEO at UNIOR, who was directly responsible for handling the transaction and managing the external counsel.

ODI has represented a consortium of NLB, Banka Koper (Intesa Sanpaolo Group), Sberbank, Abanka, NKBM and Gorenjska Banka on a EUR 113 million syndicated debt refinancing of UNIOR, an advanced international company in metal-processing filed and active in tourism. UNIOR was represented by Rojs, Peljhan, Prelesniki & Partners.

Serbian legislation provides for a maternity leave compensation in the amount of the mother’s average salary in the last 12 months before the leave. The compensations is paid from the state budget, but the procedure of ascertaining the right to maternity leave compensation is conducted by local government.

In recent times, more and more international companies are outsourcing their call centres and data processing facilities to Serbia.

The Serbian Constitutional Court Rejects Voting Limitations Adopted by Belgrade Bar Association

The relative success of the center-right Croatian Democratic Union in the September 11th extraordinary parliamentary election in Croatia “should be good for Croatia and good for business" reports Boris Savoric, Senior Partner at Savoric & Partners in Zagreb, if the party succeeds in forming a government with one of the minority parties in the country.

Women’s Day is behind us, but the subjects of gender equality and equal opportunity are of year-round concern. This, the first part of a special two-part CEE Legal Matters article on women in private practice in CEE, provides the numbers and percentages from leading law firms across CEE, as well as a more thorough snapshot of one representative market. Part II of the report, in the June issue, will pull back the curtain even more, providing feedback and perspectives from lawyers across the region.

Schoenherr has advised Kronberg International on the acquisition of Mall Varna EAD from Raiffeisen Bank International AG. Deloitte Legal advised RBI on the deal, which closed in Q2, 2017. The purchase price was not disclosed.

Leroy si Asociatii has advised the French group Lactalis on its successful acquisition of Romania's Covalact S.A. dairy producer, from the SigmaBleyzer private equity firm. Schoenherr advised the sellers on the deal.

Schoenherr has advised real estate investment company Deka Immobilien on its acquisition of DC Tower 1 in Vienna, the tallest hotel and office building in Austria, from a UniCredit Bank Austria AG subsidiary. Sixty percent of the shares will be allocated to the Deka-ImmobilienGlobal portfolio and forty percent to the Deka-ImmobilienEuropa portfolio. Fellner Wratzfeld & Partner advised UniCredit on the deal. Closing took place on July 6, 2017 and the purchase price was not disclosed.

"There are certain developments influencing our day-to-day business,” says Adela Rizvic, Partner at Advokatski Ured Tkalcic-Dulic, Prebanic, Rizvic i Jusufbasic-Goloman in Sarajevo.

Rojs, Peljhan, Prelesnik & Partners (RPPP) has advised Enterprise Investors on the acquisition by the Polish Enterprise Fund VII, which it manages, of 100% of shares in sporting good retailer Intersport ISI in a carve-out transaction from Mercator Group. According to RPPP, "the value of the transaction is up to EUR 34.5 million and the transaction transaction is conditional upon obtaining customary regulatory approvals." RPPP — a member of the TLA alliance — reports that "all other TLA law firms from the region, including JPM Jankovic Popovic Mitic from Serbia, Tkalcic-Djulic, Prebanic, Rizvic and Jusufbasic-Goloman from Bosnia and Herzegovina, and Debarliev, Dameski & Kelesoska from Macedonia" were involved as well. Slovenia’s Jadek & Pensa and Serbia’s Prica & Partners advised Mercator on the transaction.

Partners at Serbian Law Firms Discuss the Growing Number of Legal Alliances Appearing Across the Former Yugoslavia 

In late December 2016, the Government of Serbia passed the new Decree on Terms and Conditions for Attracting Direct Investments. The Decree supplements the Law on Investments (2015), regulating in finer detail criteria, conditions and means of attracting direct investments, in particular granting of State incentive funds for investment projects. 

The rights and obligations of people who live in apartment buildings, maintenance of apartment buildings and relationships between the owners of apartments have never been regulated in Serbia comprehensively and in detail.

Turkey’s first data protection and privacy law (the “Law”) came into force on April 7, 2016. The Law, which is largely in line with the EU’s Data Protection Directive, aims to safeguard the fundamental rights and freedoms of individuals, in particular their right to privacy, with respect to the processing of their personal data.

Turunc provided Turkish legal advice and the Kyriakides Georgopoulos Law Firm acted as Greek legal advisor to Israel's Rivulis Irrigation Ltd. in relation to its acquisition of 100% of the shares in the Greek company Eurodrip SA from US fund Paine Schwartz Partners, LLC. Israel's Naschitz, Brandes, Amir & Co. was lead counsel for the buyers, while Freshfields Bruckhaus Deringer and A. S. Papadimitriou & Partners advised the sellers.

I have been doing deals in the CEE region in one capacity or another for over a decade now. My initial introduction to the region was during my time in New York and London with Cleary Gottlieb where I frequently instructed local law firms in the region on cross-border transactions.

Linklaters has advised Budapest Airport and its shareholders on the amendment and extension of its existing EUR 1.4 billion debt facilities, with Dentons Budapest working alongside and advising on Hungarian law. Allen & Overy in London and Faludi Wolf Theiss in Budapest advised the lenders and security agent Bayerische Landesbank on English and Hungarian law, respectively.

Marcell Nemeth has been named Partner at Wolf Theiss in Vienna, where he works in the firm's Banking & Finance practice group.

Wolf Theiss and Linklaters have assisted Raiffeisen Bank International with its issuance of EUR 650 million 6.125% AT1 notes. The banking consortium of Citigroup, Bank of America Merril Lynch, BNP Paribas, and UBS Investment Bank received legal advice from Freshfields.

Along with the reason provided in art. 509 par. (1) (1) of the Code of Civil Procedure, the reason for the review discussed in this article is perhaps the most common in practice due to multiple interpretative possibilities, but also because it is apparently much more accessible than the other grounds for review, which are more rigid in interpretation. In the majority of cases, however, reviewers are basically trying to resume the fund by invoking a seemingly new document that does not meet the requirements of the law to underpin the review of a judgment. 

Law no. 24/2017 regarding the financial instruments issuers and stock market operations published in the Official Gazette of Romania, Part I, no. 213 of March 29, 2017, is based on legal provisions that initially existed in Law 297/2004 on capital market, as further amended, provisions taken further and/or amended by this new law so as to reflect the dynamics of the capital market and of the European legislation, with an aim to help investors stay more informed, to increase transparency, to improve the public tender offers’ regime and the financial instruments’ issuance, and to harmonize the sanctions for market abuse.

This article aims to analyze, in the specific context of a case study based on the experience of our team, the practical effects on companies of the lack of corroboration or compatibility of certain legal provisions.

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