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  • Dentons Advises EnergoNuclear on EPCM Contract for Cernavoda NPP Units 3 and 4

    Dentons has advised EnergoNuclear on an engineering, procurement, and construction management contract for the advancement of the Cernavoda Nuclear Power Plant Units in Romania. CMS reportedly advised the counterparty.

    According to Dentons, “valued at an estimated EUR 3.2 billion, the EPCM contract has been structured to cover two phases spanning over 108 months in total. EnergoNuclear, a fully owned subsidiary of Nuclearelectrica, signed the EPCM contract with the FCSA joint venture consisting of Fluor, Fluor Energy Transition Wilmington Bucuresti Branch, Candu Energy, Ansaldo Nucleare, S&L Engineers, and Sargent & Lundy Energie. The contract was signed during the 2024 UN Climate Change Conference (COP 29) held in Baku, Azerbaijan.”

    Furthermore, Dentons reports that Units 3 and 4 will provide Romania with energy security and clean energy in a safe and sustainable manner. “Once Units 3 and 4 are connected to the grid, nuclear energy will generate 66% of the country’s clean energy, reinforcing its essential role in the decarbonization process.”

    The Dentons team included Bucharest-based Partners Claudiu Munteanu-Jipescu and Raul Mihu, Senior Counsel Oana Voda, Budapest-based Partner Istvan Reczicza and Of Counsel Theodore Boone, Warsaw-based Senior Associate Bartosz Dobkowski, as well as further team members in Glasgow, Amsterdam, Frankfurt, and Brussels.

  • Filip & Company and Reff & Asociatii Successful for BT Leasing Transilvania IFN in Challenging Competition Council Fine

    Filip & Company and Deloitte Legal-affiliated Reff & Asociatii have successfully represented BT Leasing Transilvania IFN before the Bucharest Court of Appeal in a first-instance decision that annulled a Competition Council Decision imposing fines on 16 companies and the Financial Services Association following an investigation into the financial leasing market.

    According to Filip & Company, the court annulled the fine of approximately RON 4.3 million imposed on BT Leasing Transilvania IFN. The investigation concluded at the end of 2020 and focused on alleged anti-competitive practices in the financial leasing market. Despite the arguments and evidence provided by the investigated parties during more than three years of research, the Competition Council imposed fines on 16 financial leasing companies.

    The Filip & Company team included Partner Catalin Alexandru and Senior Associate Alin Grapa.

    The Reff & Asociatii’s team included Partners Mihnea Galgotiu-Sararu and Florentina Munteanu, Senior Managing Associates Ana Galgotiu-Sararu and Andrea Grigoras, Managing Associates Laura Sendroiu and Mihnea Radu, and Senior Associate Miruna Stanciu.

  • Bernitsas Advises Piraeus Financial Holdings on a Liability Management Exercise and Issuance of Tier 2 Notes

    Bernitsas has advised Piraeus Financial Holdings on a liability management exercise consisting of an invitation made to holders of its outstanding EUR 500 million fixed-rate reset tier 2 notes due February 2030 to tender their notes for purchase by PFH for cash and on the issuance and offering to international and domestic institutional investors through a bookbuilding process of EUR 650 million tier 2 fixed rate reset notes due September 2035, as well as on the listing of the new notes on the Euro MTF market of the Luxembourg Stock Exchange.

    According to Bernitsas, “the transaction attracted significant interest from approximately 200 institutional investors, with 57% placed among asset managers, insurance companies and pension funds, 27% with banks and private banks, 13% with hedge funds and 3% with other investors. The total order book of the transaction exceeded EUR 2.7 billion, reflecting an oversubscription of 5.4 times compared to an initial issuance target of EUR 500 million, while more than 75% of the issue has been allocated to international institutional investors. The funds raised through the issue of the new notes will be used by PFF to finance the tender offer and further solidify its capital position.”

    Earlier this year, Bernitsas advised Piraeus Bank on a EUR 500 million note issuance (as reported by CEE Legal Matters on May 2, 2024). The firm also advised on Piraeus Bank’s earlier EUR 500 million issuance of senior preferred notes (as reported by CEE Legal Matters on December 12, 2023).

    The Bernitsas team included Counsel Alexia Kefalogianni and Associate Marinos Shiapanis.

    Bernitsas did not respond to our inquiry on the matter.

  • SSK&W, PwC Legal, and Lawmore Advise on bValue’s Partnership with Benefit Systems for Wellbee Acquisition

    SSK&W has advised bValue on its partnership with Benefit Systems for the acquisition of a majority stake in Wellbee. Lawmore advised Wellbee. PwC Legal advised Benefit Systems.

    bValue is a VC fund cofinanced by PFR Ventures.

    Wellbee is a mental health well-being platform.

    Benefit Systems is a well-being company based in Poland.

    According to bValue, “this strategic collaboration will enable Wellbee, founded by Pawel Chrzan and Dariusz Milewski, to further enhance its innovative offerings in both B2B and B2C markets. The partnership with Benefit Systems will provide Wellbee with the resources and expertise needed to accelerate its growth and expand its reach, addressing the increasing demand for mental health services.”

    Earlier this year, SSK&W advised on bValue and 500 Emerging Europe’s investment in Vidoc Security Lab (as reported by CEE Legal Matters on June 27, 2024). In 2023, SSK&W advised bValue on its earlier investment Vidoc Security Lab (as reported by CEE Legal Matters on October 4, 2023) and advised bValue and THC Pathfinder on their investment in Innential (as reported by CEE Legal Matters on April 28, 2023). In 2022, SSK&W advised bValue on XVision’s EUR 1 million seed funding round (as reported by CEE Legal Matters on January 18, 2022).

    The SSK&W team included Partner Szymon Syp.

    The PwC Legal team included Partner Wojciech Trzcinski, Counsel Marcin Dabrowski, Paulina Komorowska-Mrozik, and Senior Associates Katarzyna Hincz, Anna Piechota-Kazmierczuk, Konrad Biskup, and Dominika Chodkowska.

    The Lawmore team included Partner Marcin Jaraczewski and Senior Associate Mateusz Okrasa.

  • Havel & Partners Advises Amundi Czech Republic on Sale of Louis Vuitton Headquarters in Prague

    Havel & Partners has advised Amundi Czech Republic on the sale of a building in Prague’s District 1 to Raiffeisen Realitni Fond, managed by Raiffeisen Investicni Spolecnost. OHBS reportedly advised the buyers.

    According to Havel & Partners, the property is “one of the most sought-after on the city’s most expensive street” and “serves as the headquarters and boutique for the luxury fashion brand Louis Vuitton.”

    Amundi Czech Republic is an investment company.

    The Havel & Partners team included Partner Lukas Syrovy and Managing Associate Albert Tatra.

  • Kinstellar Advises Eleven Ventures on Investment in Cloud Office

    Kinstellar has advised Eleven Ventures on an investment in Cloud Office.

    Cloud Office is a Google Cloud Partner serving over 650 customers across EMEA, with a team of over 60 engineers.

    Eleven Ventures is an early-stage venture capital firm in Central and Eastern Europe.

    In 2021, Kinstellar advised Eleven Ventures on a USD 2 million Investment in Romanian startup Frisbo (as reported by CEE Legal Matters on December 16, 2021).

    The Kinstellar team included Partner Nina Tsifudina, Managing Associate Georgi Kanev, Senior Associate Nikolay Gergov, and Junior Associate Simona Damyanova.

    Kinstellar did not respond to our inquiry on the matter.

  • RTPR advises Evryo Group on completing the sale of its renewables portfolio to PPC Group

    RTPR announces the successful closing of a new M&A transaction in the energy industry, the sale of the renewable energy portfolio of Evryo Group, owned by funds managed by Macquarie Asset Management, to PPC Group.

    The deal was closed on 20 November, while the transaction documents were signed in August.

    The renewable energy portfolio includes the Evryo Wind Farm, Romania’s largest operational onshore wind farm, with a total installed capacity of 600 MW, the group’s hydropower system comprising 4 hydroelectric plants and associated hydro facilities, with a total installed capacity of approximately 22 MW, the first Floating Photovoltaic Power Plant in the country on lake Grebla with a capacity of 1 MW and 6 MW of battery storage, as well as further 145 MW in pipeline assets.

    The RTPR team was coordinated by Roxana Ionescu (Partner) closely assisted by Cezara Urzica (Senior Associate) and Andrei Nicolae (Junior Associate). Cosmin Tilea (Partner), Andreea Nedeloiu (Senior Associate), Andreea Stoiciu, Livia Tuca (Associates) and Ambra Lazar (Junior Associate) advised on the finance matters of the deal.

    “A new major transaction completed by our team is added to our impressive portfolio. Our expertise in various practice areas was essential to successfully navigate the complexity of this project. We are grateful to our clients, Evryo and Macquarie, for their trust, a testament to the strong relationship we have built over time in previous collaborations”, said Roxana Ionescu, Partner of RTPR.

    “Congratulations to the Evryo team for the success of this transaction. We are pleased to have contributed with our skills and know-how to the completion of this mandate. The flawless coordination and professionalism of all those involved were critical for closing this key project in such an important sector of the Romanian economy”, said Cezara Urzica, Senior Associate at RTPR.

    The impressive experience of RTPR’s team in corporate/M&A deals and its client portfolio recommend the law firm as the first choice for transactions in Romania. The most famous international legal directories Legal 500, Chambers & Partners and IFLR1000 rank RTPR’s Corporate/M&A practice in first tier in the annual rankings for the law firms in Romania, and several of the team’s lawyers are recommended as Leading Lawyers or Rising Stars in individual rankings.

    RTPR was named “Romania Law Firm of the Year” at the Chambers Europe Awards 2024, one of the most prestigious accolades in the legal area which confirms the firm’s status as a leader in the field.

    Selected corporate/M&A deals in which RTPR have recently advised are set out below:

    • MidEuropa Partners on the EUR1.3bn sale of Profi, in the largest transaction in the retail sector ever concluded in Romania
    • Oresa and the entrepreneur Cristian Amza on the sale of the entire stake in the La Fantana group to the strategic investor Axel Johnson
    • Wolt, a Finnish local commerce company, on the acquisition of the fast delivery platform Tazz, part of eMAG Group
    • PragmaGO, a company owned by the private equity fund Enterprise Investors, on the acquisition of an 89% stake in Telecredit IFN, operating under the brand name Omnicredit
    • Evryo Group, owned by funds managed by Macquarie Asset Management, on the sale of its renewable energy portfolio to PPC Group
    • Romcim, part of the CRH group, on the acquisition of Tehno World, a company active in the production and sale of solutions for utility infrastructure networks
    • OX2 on the sale of a 99.2 MW onshore wind project located in the Eastern part of Romania to Nala Renewables, a joint venture between IFM Investors and Trafigura
    • Innova Capital on the sale of Optical Investment Group to EssilorLuxottica
    • Global Records and Stefan Lucian, the founder and CEO of the company, in the process of selling a 25% stake in the company to Believe, one of the world’s leading digital music companies and of setting up the terms of their strategic partnership
    • Vectr Holdings, through its subsidiary Vectr Realty Holdings, on the indirect acquisition of 100% stake in the company that owns The Landmark office building
    • ENGIE Romania on the acquisition of an operational wind farm with a capacity of 80MW 
  • Are You Ready to Become a Venture Capital Entity?

    If you manage an alternative fund under Section 15 of the Czech Act on Investment Companies and Investment Funds (ZISIF), you will need to comply with new legislation by 31 December 2024. Every manager will be required to amend the name of their company to include the term “venture capital entity”, while the word “fund” must be removed.

    What does this mean in practice?  

    Changing the company name is not merely an administrative formality. It requires amending the articles of association or bylaws, which often involves working with lawyers and a notary. As the change becomes effective only upon registration in the Commercial Register, we recommend acting without delay, as notaries tend to be particularly busy at the end of the year.  

    What are the risks of non-compliance?  

    If the name is not amended in time, the Czech National Bank may remove you from the register or even propose the liquidation of your company through the Commercial Court.

    By Lukas Tomanek, Associate, JSK, PONTES

  • Stricter Emission Limits for Toxic Substances Introduced in the Environmental Regulation

    The Ministry of Energy, taking into account regulatory experience as well as public feedback, has adjusted the emission limits for several particularly toxic air pollutants in factories, raising them to stricter levels in line with German standards, which are more stringent than the EU regulations.

    The modified regulation sets the strictest emission limits in the European Union for certain air pollutants, with a particular focus on carcinogenic, mutagenic, and reprotoxic (CMR) substances, as well as nickel, cobalt, and manganese (NCM) compounds, which are bound to airborne dust and pose particular health risks. Thanks to this modification, environmental authorities will be able to impose stricter, reduced emission limits – cut to half or even a fifth of previous levels – regardless of the type of activity when issuing permits.

    The significantly stricter provisions will apply to new investments (i.e., those for which environmental permitting procedures have not yet started) from the date the legislation comes into force. For ongoing permits, the new rules will be applicable from 1 January 2027. For already operating factories, the new, much stricter emission limits must be applied from 1 January 2028. In all cases, companies must initiate the modification of the relevant permits.

    By Lilla Majoros, Attorney at law, KCG Partners Law Firm

  • Redistribution of Working Hours: Limitations and Conditions for Reapplication During the Calendar Year

    In this article, we address the issue of the redistribution of working hours, specifically the conditions and limitations for its introduction and application within a single calendar year.

    Basic Rules

    The provisions of the Labor Law (“LL”) stipulate that an employer can execute the redistribution of working hours when required by:

    – Nature of Activity: For example, in construction, agriculture, or tourism, where there is increased business activity during certain periods (seasons) while it is reduced during others.
    – Work Organization: For instance, to avoid disruptions in the production process.
    – Better Utilization of Resources: For example, certain weather conditions throughout the year may favor more rational use of resources.
    – Rational Use of Working Time: For instance, aligning working hours with climatic conditions in agriculture.
    – Execution of Specific Tasks within Set Deadlines: For example, when there are contractual deadlines for completing specific tasks.

    The redistribution of working hours is carried out so that the total working hours of an employee over a six-month period during the calendar year do not exceed the contracted working hours on average.

    A collective agreement may stipulate that the redistribution of working hours is not connected to the calendar year and can last longer than six months, but no longer than nine months.

    In cases of redistribution of working hours, working time cannot exceed 60 hours per week.

    The redistribution may cover one or more job positions, or a portion of employees or all employees at the employer’s company.

    Additionally, the redistribution can encompass the entire period of six or nine months or another shorter period (e.g. one or more months).

    Finally, as a rule, redistribution implies that employees work longer hours in the first part of the redistribution period and shorter hours in the second part. However, longer and shorter working periods within the overall redistribution period may alternate.

    In any case, the duration of working time throughout the entire redistribution period must not exceed the contracted working hours (full-time/part-time) on average.

    Limitations and Prohibitions

    The redistribution of working hours cannot be carried out for jobs where reduced working hours have been established in accordance with LL.

    Redistribution of working hours is prohibited for employees under 18 years of age.

    An employer may execute a redistribution of working hours for a pregnant employee and for an employee who is a parent with a child under three years old or a child with severe physical or mental disabilities—only with written consent from the employee.

    Redistribution and Overtime

    Considering the abovementioned, the redistribution of working hours itself is not considered overtime work.

    However, an employee whose employment relationship has ended before the expiration of the period for which working hour redistribution is being implemented has the right to have their hours worked beyond their contracted working time during this redistribution:

    – Counted towards their working time and for their employer to deregister them from mandatory social insurance at the end of that time, or
    – Compensated and paid as overtime work.

    Finally, there is a possibility for an employee to agree to work on average longer than their contracted working time (full-time/part-time) during redistribution; in this case, any hours worked beyond average working time will be calculated and paid as overtime.

    Position of the Ministry of Labor, Employment, Veterans and Social Affairs of the Republic of Serbia

    In practice, it is common for employers to operate in industries where seasonality is particularly important. Thus, there is a need to organize two redistributions of working hours within a calendar year for periods lasting six months each. On the other hand, employers’ general acts often do not foresee additional possibilities provided by LL.

    In this regard, the Ministry expressed in opinion number 002932205 2024 13400 001 002 102 010 dated October 25, 2024, that there are no obstacles for employers to carry out redistributions of working hours multiple times within a calendar year if each redistribution does not last longer than six months.

    The Ministry also stated that it is not competent to assess specific reasons for which redistributions are organized and whether those reasons can be identical when implementing multiple redistributions within a calendar year.

    This article is to be considered as exclusively informative, with no intention to provide legal advice. If you should need additional information, please contact us directly.

    By Borinka Dobrnjac, Senior Associate, PR Legal