CEE Legal Matters

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  • Bulgaria’s Sights on Eurozone: A Buzz Interview with Irena Georgieva of PPG Lawyers

    Bulgaria is currently facing delays in passing key legislation, with the government focused on distributing the state budget through sectors and preparing for Eurozone accession in 2026, according to PPG Lawyers Managing Partner Irena Georgieva. Regulatory changes are expected, and the IT sector remains strong and innovative.

    “In Bulgaria, there are numerous laws in the pipeline as the government tries to catch up with various pending issues, especially since they have been occupied with the state budget for quite some time,” Georgieva begins. “What we’ve observed is that after the budget was voted on, no specific details were provided on how it would impact different sectors. The budget allocation is very broad, with funds expected to be redistributed across various sectors. In the field of public procurement, we’re still waiting to see if our clients can be part of major public procurement projects and whether any ministry will have sufficient resources to manage them.”

    The current global landscape, according to Georgieva, “is influencing the mentality of the government, as new challenges extend far beyond national issues.” Europe will become “a more attractive environment for the development of technology, and I hope this shift will align with regulatory advancements,” she adds. “In Europe, the priority has been to balance innovation with fundamental rights, but this approach has made processes slower. While it’s sustainable in the long run, it’s certainly slower compared to the more pragmatic, market-driven approach seen in the US, especially with the influence of tech giants.”

    Georgieva further believes that both Bulgaria and the EU will move toward regulatory simplification. “There are already expectations that the GDPR would be simplified (the EU is awaiting to provide a proposal soon) due to the ongoing discussions surrounding the EU AI Act. This regulatory simplification will require changes at both the national and EU levels, and although the process will be difficult, it’s necessary,” she says. “I hope the Bulgarian government will focus on this as well since it remains a significant part of our work. Everyone is watching developments surrounding AI and the EU AI Act, but there are tensions with how it intersects with GDPR as well as how it can apply uniformly across the vastly different sectors where AI is being used.”

    “The government is expected to start voting on and drafting delayed laws soon, many of which were supposed to be voted on a long time ago. These include the transposition of EU directives, such as the Cybersecurity Act to transpose NIS2, and there’s a lot going on in this regard,” Georgieva notes. “On the IT front, things are going well. Due to global restructuring and market shifts from the US to Europe, the IT sector is becoming increasingly innovative.”

    Additionally, a key focus for Bulgaria is “entering the Eurozone by January 2026, and the government has indicated that by summer, we should have a clearer picture of whether this will happen as planned. We are optimistic that the government will remain stable during this period to avoid jeopardizing the process,” Georgieva points out.

    Finally, “we also anticipate changes in supervisory and regulatory bodies, particularly the Commission for Personal Data Protection, with shifts expected not just at the leadership level but also among commission members,” Georgieva highlights. “Regarding competition, we expect also changes in the national regulatory body, and this will likely have implications for our work. Given the changes at the supervisory level, it’s important for us to take a moment to observe the new approach and focus of the regulators before reacting.”

  • Exclusive Evidentiary Contracts

    An exclusive evidentiary contract is a type of agreement in which the parties undertake to accept the assessment of a person or panel appointed to evaluate certain technical or expert matters related to a specific dispute. This agreement, particularly used in areas requiring technical expertise, functions as an evidentiary contract and carries binding consequences for the parties.

    Legal Nature of Exclusive Evidentiary Contracts

    Exclusive evidentiary contracts fall within the scope of exclusive evidence agreements. Through such contracts, the parties agree that the dispute will be resolved by the designated experts1. Under Turkish law, evidentiary agreements are governed by Article 193 of the Code of Civil Procedure No. 6100 (“CCP”) and are based on the parties’ freedom to determine the applicable evidence. Reports issued under exclusive evidentiary contracts are considered exclusive evidence under Article 287/2 of the CCP and are binding on courts. In this context, in its decision dated 30.04.2001 and numbered 1654/3738, the 11th Civil Chamber of the Court of Cassation expressly stated that the clause in an insurance policy referring to expert evaluation is not an arbitration clause but an exclusive evidentiary contract. It is widely acknowledged that evaluations which are not binding on the parties or the court should not be classified as exclusive evidentiary contracts, but rather as early neutral evaluations or parts of a settlement process. For example, in its decision dated 03.06.2014 and numbered 2014/8921, the 17th Civil Chamber of the Court of Cassation noted that although a clause requiring referral to an expert in the policy is not a litigation requirement, it may nonetheless be considered a valid evidentiary agreement.

    Elements of Exclusive Evidentiary Contracts

    For an exclusive evidentiary contract to be valid and enforceable, the following conditions must be met:

    • The matter in dispute must require technical or expert evaluation;
    • Both parties must expressly and voluntarily agree to the contract;
    • The contract must clearly state that the resulting report will be binding on both the parties and the court.

    This binding effect distinguishes exclusive evidentiary contracts from ordinary expert reports and requires the parties to definitively accept the evaluations of technical or financial experts whom they have freely chosen2. These contracts are typically used in areas requiring technical or financial analysis. Examples include insurance indemnities, construction projects, and engineering calculations. Naturally, the parties must clearly state that they accept the expert’s determination regarding a specific issue. According to the case law of the Court of Cassation, exclusive evidentiary contracts are deemed valid when concluded freely and voluntarily by the parties and are binding both on the parties and the courts. For instance, in its decision dated 23.07.2008 and numbered 4896/5119, the 15th Civil Chamber of the Court of Cassation held that a report prepared under an exclusive evidentiary contract is binding on the court, but also noted that the report may be annulled if it is contrary to law or equity.

    Selection and Authority of the Expert

    The selection of the expert under an exclusive evidentiary contract depends on the will of the parties, and the agreement may contain provisions regarding the selection procedure. In practice, the parties may appoint the expert directly or may authorize an independent third party to carry out the selection. The expert’s authority is likewise determined by the parties and is limited to the matters specified in the contract. If the expert exceeds this authority and provides evaluations on matters not stipulated in the agreement, annulment of the report may be raised.

    Conclusion and Evaluation

    Exclusive evidentiary contracts provide a significant legal mechanism offering a fast and effective resolution in matters requiring technical or specialized assessment. Frequently used in commercial disputes, technical evaluations, and insurance-related matters, such contracts help reduce the courts’ workload and allow disputes to be resolved more swiftly

    and by mutual agreement. However, certain points must be carefully considered regarding the validity and enforceability of such contracts. In particular, the parties must enter into the agreement voluntarily and the expert must act within the limits of their designated authority. Otherwise, the reports issued may be subject to annulment. In the future, expanding the scope of exclusive evidentiary contracts and introducing clearer regulations on their binding nature in practice may enable more effective use of this mechanism.

    1 Şensöz, A. (2024). Types of Exclusive Evidentiary Contracts. Izmir Bar Association Journal, 89(2), 252–263.

    2. Yeşilırmak, A. (2009). Arbitral Expertise as an Alternative Dispute Resolution Mechanism. Dokuz Eylul University Faculty of Law Review, 11(2), 693–738.

    By Tarik Guleryuz, Partner, and Aden Guler, Associate, Guleryuz & Partners

  • Complex M&A Transaction and Escrow Mechanism in Serbia

    A successful closure of a complex M&A transaction involving the sale of Serbian companies through an innovative escrow solution, overcoming trust issues, financing challenges, and regulatory requirements.

    Client Background: Our client, a foreign company, sought to sell two target companies in Serbia to a Buyer. The transaction involved not only the sale of the shares in companies but also the assignment of shareholder’s loans that the Seller had extended to the target companies. These loans were subject to reporting requirements with the National Bank of Serbia (NBS), adding an additional layer of complexity to the deal.

    The Challenge: From the outset, the transaction encountered significant challenges. Both parties—the Buyer and Seller—were cautious and distrustful of each other’s intentions. The Buyer was financing the majority of the deal through a credit line from commercial banks and intended to pledge future shares in the target companies to secure the loan. However, the Buyer demanded that the assigned loans, which were registered with the NBS be transferred before proceeding with the transaction.

    Conversely, the Seller’s priority was securing the purchase price upfront. This created a deadlock, as neither party was willing to take the first step. Additionally, the financing banks, as a third party, had their own requirements to secure the loan, including the pledge of shares that were not yet in the Buyer’s ownership. The complexity of pledging future shares to the banks further compounded the risk and uncertainty, threatening to derail the entire deal.

    Approach and Resolution: Faced with a standoff and the risk of the transaction collapsing, our legal team proposed a comprehensive and innovative solution—a complex escrow mechanism that would ensure both parties were protected while completing the transaction step-by-step. Our goal was to create a structure where the parties could proceed with confidence, knowing their interests were safeguarded at every stage.

    The key elements of the proposed solution were as follows:

    1. Escrow Account with Bank

    We proposed the opening of an escrow account with a trusted bank, where the entire purchase price (both for the shares and for the assignment of shareholder’s loans) to be paid by the Buyer would be held. This provided the Seller with security that the funds were available and would be released only once all the agreed conditions were met.

    2. Escrow Agreement with Public Notary

    We structured a complex escrow agreement involving a public notary, the Buyer, the Seller, and the financing banks. This agreement outlined the conditions under which the transaction documents—specifically the Share Purchase Agreements (SPAs), Assignment Agreements, and Pledge Agreement—would be deposited with the public notary. The release of these documents to the Seller would occur upon the fulfillment of certain pre-agreed conditions.

    3. Detailed Transaction Steps

    We outlined a series of 9 complex steps that detailed the entire sequence of actions required to finalize the transaction. These steps were designed to ensure that all legal and financial requirements were met, and that both parties were protected at each stage. The release of the transaction documents was structured in stages, with certain documents being released to the Buyer and Seller only after the completion of key steps. The registration of the Buyer as a new shareholder and the registration of the pledge over shares in favor of the banks were tied to the final steps in the process—specifically, the release of funds from the escrow account to the Seller’s account. Only after the payment of the full purchase price from the escrow account to the Seller, the Public Notary was authorized to distribute all original counterparts of the subject of deposit to the parties.

    Outcome: The transaction, which had been in serious jeopardy due to mistrust and delays, was successfully completed. The escrow mechanism provided a clear framework for both parties, ensuring that all conditions were met before any party took a significant step. The detailed and structured approach helped manage the risk, resolve the impasse, and ultimately led to the successful closure of the deal.

    Thanks to the proposed solution, both the Buyer and Seller were able to move forward with confidence. The Buyer secured the shares and loans as per the agreed terms, and the Seller received the full purchase price.

    This case exemplifies our firm’s ability to provide innovative solutions to complex M&A challenges, especially when trust and negotiation barriers arise. Our deep understanding of Serbian legal frameworks, combined with practical experience in dealing with multi-party transactions, was key in facilitating this successful deal.

    By Veljko Dostanic, Partner, MMD Advokati

  • Hungary’s New Cybersecurity Strategy

    The Government of Hungary has recently adopted Government Decision 1089/2025 (III. 31.) on the country’s Cybersecurity Strategy, effective between 2025–2030.

    The Strategy is an essential read for legal practitioners, cybersecurity professionals, and public or private sector stakeholders, as it lays down a comprehensive and binding national framework aligned with the EU’s NIS 2 Directive, integrating cybersecurity into public administration, critical infrastructure, digital services, and supply chains. It provides the regulatory context and legal obligations stemming from the Cybersecurity Act of 2024, including compliance, liability, certification, and enforcement mechanisms. It also outlines strategic and operational priorities—such as CSIRT structures, sectoral responsibilities, and incident response coordination—while also offering a roadmap for technological resilience and institutional preparedness. Overall, the Strategy serves as a practical reference point for navigating Hungary’s cyber governance model, ensuring regulatory alignment, risk management, and the secure digital transformation of both state and market actors. The Strategy is a transformative instrument that redefines cybersecurity in Hungary not just as a technical or defence-related issue, but as a core pillar of national policy.

    Hungary’s strategy aims to build resilient cybersecurity capabilities, protect digital well-being, raise cybersecurity awareness, and foster cooperation across government, industry, and society. As digitalization accelerates, the strategy recognizes both the economic potential and increasing security risks associated with interconnected systems, ICT services, and state-sponsored cyber operations. To remain secure and competitive, Hungary seeks robust legislative frameworks, international collaboration aligned with EU and NATO standards, and joint responsibility among stakeholders.

    Geopolitical tensions, cybercrime, disinformation, and data vulnerabilities represent key threats. The pandemic has intensified digital dependency and disrupted societal trust, while supply chain and infrastructure security now require urgent attention. Hungary’s approach includes not only defensive capabilities but also deterrence, intelligence-led threat identification, and the coordination of crisis-specific responses. The strategy emphasizes that cyberattacks could, under certain conditions, trigger collective defense under NATO.

    A strong focus is placed on innovation and cooperation. Priorities include trust-based information sharing, practical cybersecurity guidelines, public-private collaboration, and AI-based solutions for early detection and prevention of cyberattacks. Special support is planned for SMEs, especially those in supply chains. Cybersecurity awareness is to be promoted through national education and training programs, with a security-by-design mindset embedded into public education. A state-run bug bounty program and vulnerability disclosure framework support ethical hacking, as laid out in Hungary’s Cybersecurity Act.

    National cybersecurity certification schemes will be developed in line with EU standards to address ICT product and service risks. Independent assessments will ensure product quality and reliability, particularly in critical sectors. Certified solutions will be prioritized in public procurement, enhancing both market performance and the competitiveness of Hungarian-made technologies.

    The strategy also supports the secure adoption of cloud services through certifications, best practices, and alignment with the EU Cloud Services Scheme. These measures aim to improve procurement decisions and enable knowledge transfer, particularly in education and public administration. Enhancing cloud and data regulation will safeguard national sovereignty while enabling advanced technology adoption.

    To support Hungary’s growing digital economy, especially software development, the strategy calls for financial and regulatory support for SMEs. Public-private funding models and EU funds will be leveraged to expand cybersecurity capabilities.

    Sector-specific priorities are also identified. The digital infrastructure sector — viewed as the backbone of cyberspace — requires standardization, resilience, and consolidation in the public domain to enable efficient cybersecurity. In healthcare, digitalization increases cybersecurity risks, making compliance with security regulations critical for trust in e-health systems. Agriculture, with its vast and sensitive data ecosystem, also demands protection to ensure data confidentiality and economic stability.

    The space sector, due to its strategic role in national operations and civilian services, now faces full-spectrum cyber threats across its value chain. The Strategy Articulates that a comprehensive defense approach is needed to protect data integrity and satellite operations. In the energy sector, the integration of renewable technologies and the growing number of distributed networks (e.g., household solar systems) require advanced protection and monitoring systems. Ensuring electricity supply is essential for all digital services, making energy infrastructure cybersecurity a top priority.

    Finally, the Wtrategy underlines the need for sustainable, multi-source financing to support all planned cybersecurity initiatives. This includes state budgets, EU funds, and public-private partnerships. Adequate funding will enable capacity building, particularly in areas like education, certification, and critical infrastructure protection.

    To implement the Strategy, the Cybersecurity Commissioner — along with relevant ministers — are tasked with developing the National Cybersecurity Action Plan (2025–2030) and updating the strategy as needed by the end of 2030.

    In sum, Hungary’s Cybersecurity Strategy offers a comprehensive framework to address current and emerging threats, while fostering innovation and ensuring national sovereignty in the digital space. By aligning sectoral actions with international best practices, Hungary aims to lead in both resilience and digital competitiveness across Europe and beyond.

    By Tamas Bereczki and Adam Liber, Partners, Provaris

     

  • Gvelebiani Law Opens Doors in Georgia

    Former Head of KPMG Law Georgia Jaba Gvelebiani has launched Gvelebiani Law.

    Gvelebiani Law’s core areas of focus are AML, Real Estate, Compliance, Finance, Corporate, Telecommunications, Dispute, and Employment law.

    Prior to establishing Gvelebiani Law, Gvelebiani was with KPMG Law Georgia between 2018 and 2025. Earlier, he worked with LPA Law Firm as a Junior Associate in 2012, an Associate between 2012 and 2014, a Senior Associate in 2015, and finally as a Legal Director between 2015 and 2018.

  • Schoenherr and Hogan Lovells Advise PTC on Acquisition of IncQuery Group

    Schoenherr and Hogan Lovells have advised PTC on its acquisition of IncQuery Group. Act Legal and Winkler, Barna & Associates reportedly advised the sellers.

    Headquartered in Boston, Massachusetts, PTC is a software company that employs over 7,000 people and supports more than 30,000 customers. 

    IncQuery Group is a provider of digital engineering solutions for systems engineers. According to Schoenherr, the transaction further expands PTC’s expertise in application lifecycle management, systems engineering, and product lifecycle management, enhancing its support for customers across the industrial, manufacturing, and product development sectors.

    The Schoenherr team included Partners Thomas Kulnigg and Christoph Haid, Attorney at Law Niklas Kerschbaumer, Associates Maximilian Czernin, Alexander Giehser, Helene Ecker, and Theresa Dabsch. 

    The Hogan Lovells team in Hungary included Partner Sandor Bekesi, Associated Partner Akos Kovach, Senior Associates Gabor Koszo and Zoltan Molnar, Associate Bianka Veres, Junior Associate Helga Horvath, and Trainee Lawyers Petra Kovacs, Gergely Dobos, and Eszter Szemeredy.

  • Dorda and Cerha Hempel Advise on Sale of IMMOunited to Scout24

    Dorda has advised IMMOunited founder Roland Schmid on the sale of the company to Scout24. Cerha Hempel advised Scout24.

    The transaction remains contingent on regulatory approval.

    Scout24 SE is the operator of the Austrian platform ImmoScout24.at. 

    According to Dorda, established in 2007, IMMOunited is a specialist in providing land register data and real estate transaction information, dedicated to enhancing transparency in the Austrian real estate market through an extensive range of products and services. 

    The Dorda team included Partners Christian Ritschka, Axel Anderl, Bernhard Rieder, Heinrich Kuehnert, and Nino Tlapak, Principal Associates Ulrich Weinstich, Mirko Marjanovic, and Florina Thenmayer, and Associate Max Simon Lesjak.

    The Cerha Hempel team included Partners Thomas Trettnak, Christoph Reiter, Armin Schwabl, Benjamin Twardosz, Bernhard Kofler-Senoner, and Mark Krenn, Senior Associates Marcus Lusar, Philipp Schaubach, and Roman Heidinger, Associates Isabella Patt and Teresa Skerlan, and Junior Associate Phil Gstrein.

  • Imagine Lawyers, Asters, and Sayenko Kharenko Advise on Sale of Uklon to Kyivstar

    Imagine Lawyers has advised the shareholders of Uklon group companies on the sale of Uklon’s controlling stake to Kyivstar for USD 155 million. Asters advised Uklon. Sayenko Kharenko advised Kyivstar.

    Uklon is a Ukrainian ride-hailing and delivery platform operating in 27 cities across Ukraine and Uzbekistan.

    According to Imagine Lawyers, Kyivstar, Ukraine’s largest digital operator, serves over 23 million mobile subscribers and more than 1.1 million home internet fixed-line customers as of December 2024. It is a part of the international Veon Group, which is listed on the NASDAQ stock exchange in New York.

    “We look forward to welcoming Uklon into the Kyivstar family, adding new and complementary expertise to our portfolio of market-leading digital services and solutions,” said Kyivstar CEO Oleksandr Komarov. “With this acquisition, we are happy to bring together two leading companies with strong value propositions, enhancing our ability to offer digital experiences for millions of Ukrainians according to our digital operator strategy.”

    The Imagine Lawyers team included Partners Alla Kozachenko, Galyna Zagorodniuk, and Illya Sverdlov and Of Counsel Olga Romanenko.

    The Asters team included Partners Igor Svechkar and Tetiana Tyshchenko and Counsel Pavlo Verbolyuk.

    The Sayenko Kharenko team included Partners Oleksandr Nikolaichyk, Volodymyr Sayenko, Alina Plyushch, Maksym Nazarenko, and Oleg Klymchuk, Counsels Iryna Bakina and Igor Pomaz, Senior Associate Olga Kyriusha, Taras Bondarenko, Associates Dmytro Zaiachkivskyi, Alina Kylymenchuk, Victoria Chorna, and Anastasiia Finko, and Junior Associates Ahil Aliiev and Vladyslav Novitskiy.

  • Schoenherr Advises BlackPeak Capital on Investment in Kafeterija

    Moravcevic, Vojnovic and Partners in cooperation with Schoenherr has advised BlackPeak Capital on its investment in Kafeterija.

    BlackPeak Capital is a provider of growth equity capital to SMEs in Southeast Europe.

    Kafeterija is a Serbian specialty coffee chain. 

    The Schoenherr team included Partners Luka Lopicic and Igor Zivkovski, Attorney at Law Pavle Eric, and Associate Milos Jokic, Isidora Grujicic, and Nadja Gogic.

  • DZP Represents LOT Polish Airlines Before the EU Court of Justice

    DZP has successfully represented LOT Polish Airlines before the Court of Justice of the European Union against Ryanair.

    According to DZP, the Court dismissed an action brought by Ryanair which challenged the legality of State aid granted to LOT Polish Airlines by the Republic of Poland during the COVID-19 pandemic.

    Moreover, the firm reports that in December 2020, the European Commission approved a State aid package totaling PLN 2.9 billion for LOT Polish Airlines, including a preferential loan of PLN 1.8 billion from the Polish Development Fund and a capital injection of EUR 250 million. In July 2021, Ryanair DAC and Ryanair Sun sought annulment of this decision before the General Court of the EU, arguing that the Commission had not properly analyzed the support’s nature and proportionality. However, the Court dismissed the action in its entirety, affirming that the Commission’s decision complied with EU law.

    The DZP team included Partners Marcin Krakowiak and Anna Glapa, Counsel Tomasz Zielenkiewicz, and Senior Associate Aneta Wloszek.