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Clifford Chance has advised Deutsche Bank, ING, Natixis, and UniCredit in their capacity as the coordinating committee for the pre-export finance banks in connection with the successful implementation of a USD 2.3 billion debt restructuring for Metinvest. Ukraine's Redcliffe Partners, working alongside Clifford Chance, provided Ukrainian law advice to the committee. Baker McKenzie and Allen & Overy advised Metinvest on the restructuring.

On the evening of December 8, 2016, at the Hotel Bristol in Warsaw, CEE Legal Matters hosted the 2016 Expert Summit – our annual gathering of experts from across the region to discuss the state of affairs in CEE Legal Markets. 

The year of 2016 was marked by relatively low M&A activity in Ukraine. Although transactions were carried out in almost every industry, their total number turned out to be quite moderate.

Clifford Chance has announced the promotion of 24 lawyers to its partnership worldwide, including Warsaw-based Marcin Bartnicki and Wojciech Polz. The promotions will take effect on May 1, 2017.

Clifford Chance has advised Deutsche Bank, ING, Natixis, and UniCredit in their capacity as the coordinating committee for the pre-export finance banks in connection with the successful implementation of a USD 2.3 billion debt restructuring for Metinvest. Ukraine's Redcliffe Partners, working alongside Clifford Chance, provided Ukrainian law advice to the committee. Baker McKenzie and Allen & Overy advised Metinvest on the restructuring.

The Esin Attorney Partnership and Baker McKenzie's Paris office have advised Akbank T.A.S. in relation to its USD 404,512,884 and EUR 738,271,106 Dual Currency Term Loan Facilities. Balcioglu Selcuk Akman Keki Attorney Partnership and Dentons advised Joint Coordinators and Bookrunners Bank of America Merrill Lynch International Limited, Emirates NBD Capital Limited, and ICBC Turkey Yatirim Menkul Degerler A.S. on the transaction. Bank of America Merrill Lynch also acted as Documentation Agent, while Emirates NBD Capital Limited acted as Publicity Agent and Mizuho Bank acted as Facility Agent.

Chief Legal Officers know how demanding their jobs are. They have to create and manage effective teams, retain and instruct external counsel, advise their employers on strategic decisions, and implement new technology, all while putting out 20 fires a day.

During recent years issues related to the protection of personal data have been actively discussed and developed, and Russian authorities have begun paying more attention to compliance by businesses with the personal data processing rules.

“This crisis has the potential to be a lot worse than Lehman Brothers,” opined George Soros, the Hungarian-born American financier and philanthropist about the 2009 crisis, and he was right.

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 system of administrative procedures in the Republic of Macedonia has been modernized by the incorporation of a completely new legal framework – the new Law on General Administrative Procedure.

The Moscow and London offices of Debevoise & Plimpton have advised longstanding client PJSC MMC Norilsk Nickel (“Nornickel”) on its USD 1 billion Eurobond offering due 2023 with a coupon of 4.10% per annum.

2016 was a notable year in Russia for the extension of control over, and further clarification of, data localization requirements; establishment of a strategy for the further development of personal data legislation and an increase in attention to cybersecurity issues.

Debevoise & Plimpton has advised Universal Cargo Logistics Holding (UCL Holding) in the division of the shipbuilding and shipping business of Volgo-Balt Transport Holding (VBTH) with its minority shareholders, whereby the Vodokhod group – the river cruise business of VBTH – was taken over by the minority shareholders and UCL Holding consolidated 100% of VBTH, which has retained control of all of the shipbuilding and water cargo transportation assets. Chadbourne & Parke advised the minority shareholders on the deal.

A significant anniversary inevitably causes us to reflect upon the period gone by. The sub-prime mortgage crisis in the US started in 2007 and, after spreading to other countries, became the global financial crisis that caused the longest-lasting recession of the post-war era. This recession, in conjunction with other factors, triggered sweeping changes in the Hungarian legal market. In retrospect, clear, recognizable patterns have emerged in the ten years since then. 

Clifford Chance and Dentons are reporting that the EUR 650 million sale of a 265,000 square meter CEE retail portfolio by CBRE Global Investors to CPI Property Group that was initially reported in January closed on March 29, 2017, and more information has been learned about the structuring of the deal and the firms involved.

DLA Piper is providing pro bono support to the Austrian breast health foundation, which focuses on independent breast cancer research.

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.

Very little has changed in the Albanian legal market, according to Besnik Duraj, Partner at Drakopoulos, apart from the judicial reform introduced last year to incentivize foreign investors who have been discouraged by the judicial corruption and political instability in Albania (as described by Besnik in The Buzz he provided CEE Legal Matters on July 20, 2016).

On the evening of December 8, 2016, at the Hotel Bristol in Warsaw, CEE Legal Matters hosted the 2016 Expert Summit – our annual gathering of experts from across the region to discuss the state of affairs in CEE Legal Markets. 

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. 

Turkey’s first and only law specifically dedicated to data protection and privacy, the Law No. 6698 on Protection of Personal Data (“Law No. 6698”), came into force on April 7, 2016 with certain transition periods. The Data Protection Board has been formed, but is not yet functioning. The secondary legislation is still pending, although certain sector-specific regulations have been put in place, and is expected to be completed by April 7, 2017.

An alternative dispute resolution method is expected to be introduced in Turkey shortly through the Draft Law on Labor Courts (“Draft Law”). The purpose of the Draft Law is to bring a functional and an effective judicial procedure for labor conflicts via mandatory mediation and to replace the current regulations. 

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.

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.

By the Law of Ukraine as of April 7, 2015 No 289-VIII “On Amendments to Certain Legislative Acts of Ukraine on the protection of investors", the institute of "derivative suit" was introduced into Ukrainian corporate law. Derivative suit was provided as an additional protection of companies’ interests from fraud actions of officials.

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 Jankovic Popovic Mitic has appointed Partner Nikola Poznanovic as the firm’s new Head of Competition.

JPM Jankovic Popovic Mitic has announced the departure of Partner Milica Subotic, effective as of March 31, 2017.

JPM Jankovic Popovic Mitic has announced that Lidija Pejcinovic has been promoted from Senior Associate to Partner at the firm.

At the moment, data protection in Serbia is primarily regulated by the provisions of the Law on Personal Data Protection, enacted in 2008, with the last amendments from 2012 (the “Law”). Naturally, a number of other laws also regulate certain aspects of data protection, and these other laws are to be interpreted together with the basic principles and general rules of the Law.

Karanovic & Nikolic has successfully obtained conditional Serbian Competition Commission clearance for SBB's takeover of IKOM.

On the evening of December 8, 2016, at the Hotel Bristol in Warsaw, CEE Legal Matters hosted the 2016 Expert Summit – our annual gathering of experts from across the region to discuss the state of affairs in CEE Legal Markets. 

At the end of March 2017, the Hungarian Ministry of Justice published the bill of the new act on attorneys at law. The bill includes significant amendments compared to the current regulations. As a main amendment, in house lawyers preparing and countersigning the deeds of the company and acting in court proceedings on behalf of the company would be integrated in the bar association.

Background – The History of the Principle of Self-Regulation in Hungary

At the end of March 2017, the Hungarian Parliament accepted the amendment to the Building Act, which enters into force on 27 April 2017. According to the current rules, if natural persons start the construction of new buildings which do not exceed the limit of 300 sqm or the extension of existing residential buildings up to 300 sqm, the constructions works have to be carried out by a simple notification instead of a building permit.

Conflict of Rights

Kinstellar has advised Trelleborg, a provider of engineered polymer solutions, on its EUR 65 million sale of Trelleborg Material & Mixing Lesina s.r.o., a producer and supplier of polymer compounds, to Hexpol. Kocian Solc Balastik advised Hexpol on then deal.

Kocian Solc Balastik in the Czech Republic and Wardynski & Partners in Poland have provided local assistance to global counsel Kirkland & Ellis in advising Bain Capital Private Equity on its USD 3.2 billion acquisition of the cleaning and chemicals system division ("Diversey Care") and the food hygiene and cleaning business of Sealed Air Corp.

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.

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.

Maravela & Asociatii has assisted Quantum Music Records Romania on its conclusion of a strategic partnership with Universal Music France for the development of the musical project of the artist Irina Rimes (also known as Irina Remesh or Irra), in France and on French territories and in the French communities of Monaco, The French Overseas Territories and Departments, Andorra, Benelux, Switzerland, and Canada.

Dana Radulescu has become a Partner within the Maravela & Asociatii advisory practice group.

Legal Background

The Regulation on the Law on Applications for Turkish Citizenship ("Regulation") has been published on Official Gazette dated 12.01.2017 and numbered 29946. According to the amendment, a foreign investor who meets certain conditions mentioned under the provisions added to the Regulation can obtain Turkish Citizenship. Besides the Regulation, Land Registry Code also stipulates criteria for buying property as a foreigner in Turkey.

Significant amendments, which will improve efficiency and expedite proceedings regulated under ICC Rules of Arbitration ("ICC Rules”) came into force on 1 March 2017.

The Communiqué Regarding the Amendments to the Communiqué on Principles of Real Estate Investment Companies (“Communiqué”) has been published in the Official Gazette dated 17.01.2017 and numbered 29951 and entered into force at the date of its publication (“Amendment Communiqué”).

The Personal Data Protection Act 2005 (the “Act”) is the key legislative act that regulates personal data protection matters in Macedonia, including transfers of personal data outside of Macedonia. The Act is aligned with the EC Directive 95/46/EC (the “Data Protection Directive”). Macedonia’s obligation to align the Act with the Data Protection Directive derives from its status as a European Union candidate country, for which implementation of the EU legislation is mandatory. The Directorate for Personal Data Protection (the “Directorate”) is the Macedonian independent agency competent to oversee the Act’s implementation.

Due to technological advances, it is becoming increasingly difficult for people to effectively manage the way their personal information is being collected and stored. It is thus quite surprising that the provisions of the Slovenian Personal Data Protection Act have managed to stay unchanged for almost ten years. But that does not mean that there have been no recent developments in the information privacy regulatory framework.

On the evening of December 8, 2016, at the Hotel Bristol in Warsaw, CEE Legal Matters hosted the 2016 Expert Summit – our annual gathering of experts from across the region to discuss the state of affairs in CEE Legal Markets. 

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.

Bad news for Euro pessimists! Serbia is about to open four new chapters in the negotiation accession process by July 1st. Namely, issues related to corporate law, intellectual property, foreign economic relations and customs are about to be discussed by the Serbian and the EU officials in the following months in order to adapt them to the requirements of the EU’s unified market and economic standards.

Good news for all the members of the Serbia Film Commission! On 31 January, the Serbian minister of culture and information, Mr. Vladan Vukosavljević, signed the revised version of the European Convention on Cinematographic Co-production in Rotterdam. This now enables Serbia to participate in co-productions even with non-European countries.

Foreign Investors Council in Serbia (FIC), as an organization acting in favor of interests of foreign investors establishing their businesses in Serbia, issues a report every year listing all the recommendations of the private sector to the public authorities that could remove unnecessary barriers and problems in the business functioning. Issued regularly since 2003, the “White book” tries to tackle all the possible issues that would make doing business in Serbia easier and more flexible.

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.

We are living in a digital age. The Snowden case has placed certain aspects of personal data processing and related threats in the spotlight. The ripple effects have been seen far beyond the USA, and Bulgaria has also been affected by discussions on how personal data is used. However, personal data protection is a post factum topic when problems and questions arise. Many Bulgarians have heard about personal data, but few are interested in finding out more. The protection of personal data is, generally, not taken seriously. 

Since the publication of Regulation No. 2016/679 of the European Parliament and Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), it is certain that the regulatory framework of data handling and personal data protection will significantly change.

In the past few years people turned to capital markets instruments because of the low interest rates attainable on savings accounts held by banks.

"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.

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.

The latest amendments of the Law of Civil Procedure entered into force on 31 May, 2014. New efforts and the legislator's intent to make the civil procedure more cost-effective and more efficient can be seen from the initial provisions.

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.

Chief Legal Officers know how demanding their jobs are. They have to create and manage effective teams, retain and instruct external counsel, advise their employers on strategic decisions, and implement new technology, all while putting out 20 fires a day.

Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016. on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “General Regulation”), will directly apply in the EU Member States starting May 25, 2018.

Wolf Theiss Budapest Partner Janos Toth Interviews Gabor Orosz, Associate General Counsel and Legal Director EMEIA of National Instruments Corporation.

Stratulat Albulescu Attorneys at Law is reporting that former Voicu & Filipescu Partner Florin Dutu has joined the firm as a Partner to head its Litigation and Arbitration practices.

Expenses and value added tax are non-deductible for purchases made during the period in which your company or one of your business partners from whom you purchase goods or services is declared fiscally inactive. They can be deducted after fiscal reactivation in certain conditions. This article describes the situations where a company is declared fiscally inactive and how one can check the fiscal inactivity status, also analyzing the regime of expenses and value added tax during inactivation and after fiscal reactivation.

The Romanian code regulating audiovisual content has been recently amended. Among the changes, we mention the fact that minors can no longer be used in food advertising. Also, an important modification provides that the advertising of food supplements must contain the data approved by the authorities. This month’s cover article examines these changes and the broader context of these specific regulations.

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