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  • Keco Legal Advises Feraset on USD 4.5 Million Investment Round

    Keco Legal has advised Feraset on its USD 4.5 million investment round.

    Feraset is an application development company based in Istanbul, focused on building AI-powered applications.

    Keco Legal did not respond to our inquiry on the matter.

  • Linklaters and Wozniak Legal Advise on Mirova’s EUR 50 Million Investment in GreenWay

    Linklaters has advised Mirova on its investment of over EUR 50 million in GreenWay. Wozniak Legal and, reportedly, AKF Legal, WKB Wiercinski Kwiecinski Baehr, and Athena Legal, advised GreenWay.

    Mirova is an affiliate of Natixis Investment Managers dedicated to sustainable investing.

    GreenWay is a company in the electric vehicle charging industry. 

    According to Linklaters, with this investment, Mirova will become the largest shareholder in GreenWay, bolstering its strategy to empower institutional clients in the decarbonization process and further expand the electric vehicle charging network in Central and Eastern Europe.

    In 2024, Linklaters advised Mirova on Baltic storage platform investment (as reported by CEE Legal Matters on May 9, 2024).

    The Linklaters team included Partner Patryk Figiel, Counsel Jakub Dabrowski, Managing Associates Szymon Sieniewicz, Michal Szperzynski, Maciej Ficinski, Wojciech Podlasin, Filip Stawicki, Marcin Nowak, and Lukasz Burakowski, Senior Associates Natalia Burchardt-Mroczkowska and Katarzyna Magnuska, Associates Wiktoria Burdzy, Dominik Piechowiak, and Aleksandra Czubek, and Junior Associates Jakub Kurach, Katarzyna Krupa, Maria Majchrzak, and Aleksandra Kasprzak.

    The Wozniak Legal team included Managing Partner Grzegorz Wozniak, Senior Associate Pawel Sosnowski, and Junior Associate Maciej Chorosinski.

  • Maciej Georg Joins Crido Legal as Partner

    Maciej Georg has joined Crido Legal as a Partner and the firm’s new Head of the Banking and Finance team.

    Before joining Crido Legal, Georg worked for Bird & Bird where he was a Senior Associate between 2015 and 2018, a Counsel between 2018 and 2021, and a Partner between 2021 and 2025. Earlier, he worked for K&L Gates as a Senior Associate between 2010 and 2015 and for Hogan & Hartson as a Senior Associate between 2007 and 2010. Earlier still, he was an Associate with Linklaters between 2003 and 2007 and with Soltysinski, Kawecki & Szlezak between 1993 and 2003.

    “Maciej joining our firm is another step in the implementation of our development strategy, which will allow us to better respond to the challenges of our clients in this area,” said Partner Karol Kicun. “We are pleased that Maciej, who has been highly valued for his extensive experience and client relationships, will manage our banking and finance team, joining forces with experienced Counsels Pawel Samolewicz and Pawel Hoc.”

    “I am very pleased to become a new Partner in such a dynamically developing Polish law firm and to have the pleasure of leading its Banking and Finance practice,” added Georg. “I thank the Partners at Crido Legal for placing great trust in me, and I believe that together we will achieve our business goals and significantly contribute to the further development of Crido Legal, both in the Polish market and internationally.”

  • No Proper Information, No Interest from the Banks

    If a bank fails to comply with its information obligations in consumer credit agreements, it may be deprived of its right to charge interest and other fees. This applies even if the severity of the violation and its consequences for the consumer varies from case to case.

    Background

    In a recent judgment published on 13 February 2025, the Court of Justice of the European Union (CJEU) addressed the consequences for banks that fail to comply with their information obligations under consumer credit agreements. The case, Lexitor sp. z o.o. v. A. B. S.A. (Case C 472/23) involved a Polish debt collection company, Lexitor, which had been assigned the rights of a consumer under a loan agreement with a bank. Lexitor claimed that the bank had not fulfilled its obligation to provide necessary information at the time of the contract’s conclusion and sought reimbursement of the interest and charges paid by the consumer.

    In addition to the amount of the principal sum of that credit, the consumer was required to pay the bank capital interest, a commission. Also, based on the ’tariff’ by the bank, annexed to the original credit agreement, there could be an increase in charges and commissions under specific circumstances and additional administrative charges have been set out with the applicable amounts in the form of a table. The Polish court referred several questions to the CJEU for a preliminary ruling, seeking clarification on the interpretation of Directive 2008/48/EC, particularly regarding the annual percentage rate of charge (APRC), the modification of charges and commissions, and the proportionality of penalties for failing to provide the required information.

    Judgement

    Firstly, the CJEU emphasized that consumer credit agreements must clearly and concisely state the APRC at the time of the contract’s conclusion. However, if certain contractual terms are later deemed unfair, resulting in an increased APRC, this does not necessarily constitute a breach of the bank’s information obligations. Secondly, the CJEU highlighted that credit agreements should explicitly and understandably outline the conditions under which associated costs may be modified. If these modifications rely on indicators that are difficult for the consumer to verify, the bank may be in breach of its information obligations. This is particularly concerning if an average consumer cannot assess the circumstances justifying the modification or its impact on costs, making it challenging to gauge the extent of their financial commitment. This can be the case inter alia, the variable economic indicators, including those controlled by the bank itself, and certain other indicators, described in vague terms, referring to legal developments sense.

    Lastly, regarding penalties, the CJEU found that if the breach of information obligations prevents the consumer from adequately assessing the extent of their financial commitment, the bank may be deprived of its right to charge interest and charges. The CJEU considers this uniform sanction to be proportionate, although the severity of the breach and its consequences for the consumer may vary depending on the specific case.

    Consequences

    This ruling underscores the importance of transparency in consumer credit agreements and the potential consequences for banks failing to uphold their legal obligations, including monetary implications for the banks. As a general rule, the CJEU emphasized that consumer credit agreements must be drawn up clearly and transparently for the customers to make informed decisions. As always, the individual case(s) should be assessed and decided by the national courts, but the importance of access to proper information in credit agreements cannot be overstated.

    By Balint Zsoldos, Head of Tax, KCG Partners Law Firm

  • Kinstellar Advises EMMA Capital on Acquisition of Diamedix in Romania, Moldova, Bulgaria, and Ukraine

    Kinstellar has advised EMMA Capital Group on its acquisition of Diamedix from Chrelias Vasileios and GED Eastern Fund II – Fondo de Capital de Riesgo, via its subsidiary Emma Zeta.

    EMMA Capital Group is a private investment group.

    Diamedix is a Romania-based independent medical equipment distributor. According to Kinstellar, the transaction involves the acquisition of Diamedix Impex, along with its five subsidiaries operating in Romania, Moldova, Bulgaria, and Ukraine.

    The Kinstellar team included Romania-based Partner Zsuzsa Csiki, Special Counsel Claudia Popescu, Counsel Catalin Graure, Managing Associate Mihai Stan, Senior Associates Ioana Popescu and Cosmin Vasilescu, Associates Teodora Nicoschi, Dana Sarbu, Denisa Constantin, and Alexandra Sofineti, and Junior Associates Cristina Costin and Andreea Vladareanu, Ukraine-based Managing Partner Olena Kuchynska, Of Counsel Ihor Kitela, and Associates Oleksandra Putiienko and Diana Malysh, and Bulgaria-based Managing Partner Diana Dimova and Senior Associate Nikolay Gergov.

    Kinstellar could not provide additional information on the matter.

  • Wolf Theiss Advises Wabtec on USD 960 Million Acquisition of Dellner Couplers

    Wolf Theiss, working with Jones Day, has advised Westinghouse Air Brake Technologies Corporation on its acquisition of Sweden-based Dellner Couplers for USD 960 million from EQT. Milbank and Vinge reportedly advised EQT.

    Westinghouse Air Brake Technologies Corporation is an American company formed by the merger of the Westinghouse Air Brake Company and MotivePower Industries Corporation in 1999.

    EQT is a Swedish investment organization founded in 1994. Its funds invest in private equity, infrastructure, real estate, growth equity, and venture capital in Europe, North America, and Asia Pacific.

    According to Wolf Theiss, Dellner Couplers deals in highly engineered, safety-critical train connection systems and services for passenger rail rolling stock. Wabtec will finance the acquisition through cash on hand and short-term debt, subject to customary closing conditions and regulatory approvals. 

    The Wolf Theiss team included Partners Katarzyna Wojcik-Bakowska and Krzysztof Libiszewski and Associate Oliwia Kruczynska.

  • Bexley Beaumont Advises Vodeno on License and Service Agreement Revision

    Bexley Beaumont has advised Vodeno on changes to its contract with a UK bank.

    According to Bexley Beaumont, Vodeno, whose software enables businesses to offer digital banking products such as mobile bank accounts, debit cards, loans, and payment services, has had its license and service agreement revised following its recent acquisition by UniCredit, which also involved its sister banking company, Aion Bank.

    The Bexley Beaumont team included Partner James Teare and Senior Associate Dawid Malinowski.

    Bexley Beaumont could not provide additional information on the matter.

  • Cytowski & Partners Advises SplxAI on USD 7 Million Series Seed Financing with LAUNCHub Ventures

    Cytowski & Partners has advised SplxAI on its USD 7 million series seed financing round led by LAUNCHub Ventures. Gunderson reportedly advised LAUNCHub Ventures.

    According to Cytowski & Partners, Croatian-based SplxAI has been founded to disrupt the cybersecurity development landscape.

    The Cytowski & Partners team included Partner Tytus Cytowski and Associates Kunal Kolhe, Fabiana Morales Centurion, and Heidi Fan. 

  • Fiduciary Transfers: Relic of the Past or Financial Necessity?

    The word “fiduciary” originates from the Latin language and in translation means trust or pledge and dates back to Roman law and denotes a contract that is created when one party, the fiduciary (fiducians), hands over to another party a fiduciary (fiduciarius) something for ownership, and the fiduciary undertakes to return the same thing to the ownership of the fiduciary after the expiration of a certain term or the fulfillment of a certain condition. The fiduciary transfer of ownership rights i.e. fiduciary (“Fiduciary”) was introduced as a legal institute into the Montenegrin legal system through the Law on Fiduciary Transfer of Rights (“Official Gazette RCG No 23/96”) and after that, it continued to live under the Law on Property Relations (“Official Gazette CG No 19/09”).

    The fiduciary represents a conditionally acquired ownership on either movable or immovable property for securing the collection of a claim (existing, future, and conditional) and authorizes the fiduciary/ creditor to collect his receivables before any other creditor, regardless of a person being in possession of the property.

    The specificity of the fiduciary, i.e. the Agreement on the fiduciary transfer of ownership rights, is that it must be concluded in writing, such an agreement, if it is related to immovable property, such agreement must be notarized by the notary public, then registered with the real estate cadastre and mandatory notation of fiduciary transfer of property.

    This Agreement represents an enforceable document in the sense of the provisions of the Law on Enforcement and Security, so the fiduciary is authorized to initiate the enforcement procedure on the basis of the enforceable document upon the maturity of the obligation.

    The main characteristic is that the creditor/ the beneficiary becomes a formal legal owner of the encumbered property, but with limited powers, while the fiduciary debtor is considered an economic owner of the encumbered property, keeps the right of holding, using and collecting on the encumbered property.

    Furthermore, the provision of the contract according to which the parties agree that the lender acquires ownership rights to the real estate if the borrower does not return the loaned funds within the term established by the contract, the so-called lex commisoria, is void, but the rest of the contract remains in force.

    In practice, the fiduciary has shown more shortcomings or stumbling blocks than benefits. The disadvantages are primarily related to the increased costs of its realization when the debtor falls into arrears with the fulfillment of his obligation. Problems in practice arise from the moment of submission of the application for the definitive registration of property rights based on the contract on fiduciary transfer of property rights with the procedure for erasing the record of the contract because it takes too long (obstruction of the fiduciary debtor in terms of receiving letters, decisions, the exercise of the right to a legal remedy that has a suspensive effect of the decision and, finally, taking too long to deal with reported complaints).

    Entry into possession is rarely voluntary, and the creditor is obliged to initiate a separate lawsuit for eviction and possession of the immovable property, after the legally binding conclusion of the lawsuit, enforcement proceedings are initiated for the purpose of judicial possession. In addition, after the definitive registration in the real estate register, the acquirer is obliged to pay the competent tax authority a tax amount of 3% (or more depending on the amount according to the progressive rate), on behalf of the turnover of the real estate, which additionally increases the costs of realizing the collection of claims.

    One of the rare benefits is in the case of initiation of bankruptcy proceedings against legal entities that appear as (fiduciary) debtors, as the property of these companies has been formally transferred to the creditor (e.g. most often the Bank), this property does not enter the bankruptcy estate of the debtor and the Bank is not forced to wait for the collection of its claim from the bankruptcy estate, but can immediately proceed to the sale of such property, as a separate creditor.

    It is clear that the tempo is fast in all segments of life, especially in the business environment, practice has so far shown that fiduciary as a legal institute, in relation to a mortgage, for instance, is a rather complicated, long and demanding procedure, especially in the part that refers to the settlement of the secured claim, and that the costs from the beginning to the final realization and cancellation are extremely high.

    Most, if not all, business entities resort to a mortgage as a faster, clearer, and more economical means of security, so the question really arises whether we still need a fiduciary in our legal life.

    By Alma Karadjuzovic Djindjinovic, Partner, and Dajana Drljevic, Associate, JPM & Partners Montenegro

  • Experts in the Spotlight under the New Arbitration Rules

    At the beginning of this year, the Court of International Commercial Arbitration of the Chamber of Commerce and Industry of Romania (CICA) has adopted a new set of arbitration rules (the New CICA Rules). The New CICA Rules govern arbitral proceedings starting with 1 January 2025, replacing the rules which were in force from 2018 (the Old CICA Rules).

    As with all institutional rule changes, the New CICA Rules raise several interesting issues regarding some of the usual suspects: multi-party arbitration, usage of remote means of communication, third-party funding.

    This article deals with perhaps the most fascinating one – the shift of paradigm from tribunal-appointed experts (TAEs) to party-appointed experts (PAEs) and the related adjustments to the provisions on the use of experts.

    The Old CICA Rules – tribunal-appointed experts

    The default procedure under the Old CICA Rules entailed the tribunal appointing TAE, while the parties could appoint a counselor expert to participate on their behalf in the drafting of the expert report only upon their express request and only after being granted permission by the arbitral tribunal to do so[1].

    The recourse to PAEs was treated as an exception by the Old CICA Rules – parties had to agree on it and inform the tribunal of their agreement at the latest during the case management conference[2].

    New Rules, new perspectives

    The New CICA Rules, which will apply to all arbitrations starting this year, seem to propose a fundamental shift of paradigm. The rule appears to be that PAE reports are submitted together with the parties’ submissions, while TAEs remain to be appointed by the arbitral tribunal only (i) when it deems the reports insufficient to resolve the relevant matter at hand and (ii) after consulting the parties[3].

    At a high level, this shift speaks to CICA’s commitment to a more flexible and international-friendly approach, one that aims to depart from the domestic rules applicable to court litigation – where TAEs are the norm. While this purpose is highly commendable, change often comes with practical hurdles. And these new provisions may be no stranger to those. 

    As anticipated, under the new rules, the tribunal may appoint a TAE when it deems the reports submitted by the PAEs as insufficient – that is, after the tribunal’s review of these reports. Since in many cases the arbitral calendar provides for two sets of submissions, each accompanied by its own set of reports, the arbitral tribunal’s decision to appoint a TAE may come well after all the parties’ submissions have been made. This would effectively restart – at least to a certain extent – the arbitration calendar, as the newly appointed TAE would need to be allowed sufficient time to investigate the facts and issue the report, and the parties should be provided with an adequate opportunity to comment. In turn, this translates into an increase in costs and duration of the proceedings. One potential practical remedy to consider would be the head-on discussion of this matter at the case management conference and the express inclusion in the procedural calendar of an intermediary deadline – for instance, after the first set of memoranda submitted by the parties – at which the need for a TAE should be discussed and decided.

    CICA’s paradigm shift also opens the door to some practical questions with even deeper consequences such as whether the parties have (or should have) the right to a TAE. Under the New CICA Rules, they do not have one – the TAE may only appear in the proceedings if the reports submitted by the PAEs are deemed insufficient. This comes against the background of increased scrutiny in the international arbitration community over the independence of PAEs – in practice, situations in which opposing expert reports are fundamentally irreconcilable have raised concerns about the applicable independence standard and, ultimately, about the effectiveness and efficiency of arbitrations conducted under this sometimes-inexplicable gap[4]. It remains to be seen whether parties would look to explore such issues in the context of set-aside proceedings, especially brought before courts known to have tighter procedural rules.    

    Aside from this fundamental shift, there are two other peripheral notes to be made in relation to the provisions applicable to experts under the new rules.

    First, the New CICA Rules – unfortunately – keep using the same somewhat ambiguous terminology used by the former rules, referring both to “party-appointed experts” (paragraph 1 of Article 36) and “counsellor-experts” (paragraph 4 of Article 36). While it seems that the first term refers to experts appointed by parties in the absence of any expert designated by the tribunal, and the latter refers to experts appointed by the parties precisely to assist the tribunal appointed expert, it remains unclear if there is a substantive difference between the two, both as to their role as well as to the applicable independence standard.

    Second, the New CICA Rules further facilitate the appointment of “specialists” from outside the expert lists authorized by the Ministry of Justice. While under the previous rules the tribunal could only consider appointing specialists “whenever it found that the field in which the expertise is to be carried out is a specialized one, and its complexity mandated it”[5], the New CICA Rules simply state that the tribunal may opt for this alternative, after consultation with the parties[6]. This is a welcome flexibility add-on to the proceedings, since the requirement to use primarily experts from the lists of the Ministry of Justice, which continues to apply in court proceedings and was often mirrored in arbitration proceedings, has proven cumbersome and has often led to dissatisfaction with the level of service afforded.

    Takeaways

    The adoption of the New CICA Rules marks a significant milestone in CICA’s aim to consolidate its position not only as a key arbitral institution for domestic disputes, but also for international arbitrations. Experts have come to play crucial roles in many disputes and the effective administration of expert evidence is often essential to a timely and cost-effective resolution of the dispute.

    The fundamental paradigm shift from TAEs to PAEs may be a step in the right direction. But ultimately, the success of these new rules will depend on the collaborative efforts of all actors within the arbitration framework. Counsel can also play its part by engaging in the process, anticipating hurdles, and streamlining case management.

    [1] See Article 37 of the Old CICA Rules, in force between 1 January 2018 and 31 December 2024, available at: https://arbitration.ccir.ro/wp-content/uploads/2025/01/Rules-in-force-until-2024.pdf.

    [2] See Article 31 of the Old CICA Rules.

    [3] See Article 36 of the New CICA Rules, in force as of 1 January 2025, available at:

    https://arbitration.ccir.ro/wp-content/uploads/2025/01/Reguli-CICA_2025-EN.pdf.

    [4] See e.g. Douglas S. Jones, “Party Appointed Experts in International Arbitration—Asset or Liability?”, in Stavros Brekoulakis (ed), Arbitration: The International Journal of Arbitration, Mediation and Dispute Management, (© Chartered Institute of Arbitrators(CIArb); Sweet & Maxwell 2020, Volume 86, Issue 1), p. 2; Howard Rosen, “How Useful Are Party-Appointed Experts in International Arbitration?”, in Albert Jan van den Berg (ed), ICCA Congress Series No. 18 (Miami 2014): Legitimacy: Myths, Realities, Challenges, ICCA Congress Series, Volume 18 (© Kluwer Law International; ICCA & Kluwer Law International 2015), p. 384; John Gaffney and Gillian O’Leary, “Tilting at Windmills? The Quest for Independence of Party-Appointed Expert Witnesses in International Arbitration”, Asian Dispute Review, (© Hong Kong International Arbitration Centre (HKIAC); Hong Kong International Arbitration Centre (HKIAC) 2011, Volume 13, Issue 3), p. 85.

    [5] See Article 35 para. (6) of the Old CICA Rules.

    [6] See Article 37 para. (7) of the New CICA Rules.

    By Catalin Alexandru, Partner, Irina Suatean, Senior Associate, and George Domocos, Associate, Filip & Company