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  • Slovenia’s in Search of Upgrades: A Buzz Interview with Tine Misic of ODI Law

    Prioritizing defense, tax reforms, and anticipated tariffs are at the top of the agenda in Slovenia, according to ODI Law Partner Tine Misic, who reports the country is looking to upgrade its railway infrastructure and nuclear power plant in Krsko.

    “The pace of change globally is staggering, and Slovenia, like the rest of the EU, is feeling the impact of these shifts,” Misic begins. “One major development is the increasing prioritization of defense at the EU level, which Slovenia will inevitably take part in. We have already seen some acquisition announcements by the government, and we expect the Prime Minister to outline further strategic priorities. The defense budget is increasing, and this will undoubtedly affect the national economy,” he says.

    “At the same time, we are witnessing a notable discrepancy in the recent global regulatory trends,” Misic continues. “Over the past couple of years, law firms, locally and EU-wide, have been intensely focused on adapting to new AML regulations, following in the footsteps of the banking and financial compliance trends. However, the recent decision of the US Treasury Department to cease applying AML regulations may see the US start attracting more EU-based private equity, with Slovenia likely to be less affected, though, given its smaller PE base,” he explains.

    As for other local regulatory developments of note, Misic points out that there are several tax reforms in the works, with a VAT reform currently underway. “Additionally, real estate tax reform has sparked a very lively debate. While there is recognition that tax burdens on labor and employment need to be reduced to make the job market more attractive, it remains to be seen whether the government will be biting the sour apple given the early pre-election period, historically never an ideal time to introduce major tax overhauls,” he says.

    From a trade and industry standpoint, Misic believes that anticipated tariffs may visibly affect Slovenia’s export market, one of the strongest drivers of the local economy in the past two decades, particularly the steel and manufacturing sectors. “That being said, the economy remains in a strong position, with GDP per capita growing steadily – a 2% increase is forecasted for this year, aligning with external assessments.”

    Taking aim at large-scale projects, Misic reports that Slovenia is actively investing in major infrastructure projects, particularly in the railway sector. “Along with the several substantial country-wise upgrades of the existing railway infrastructure, a new Ljubljana railway passenger terminal, including retail and business infrastructure, is under construction, marking a significant joint PE/government-driven investment. Crucially, he points to one of the largest projects in Slovenian history – “the upgrade of the nuclear power plant in Krsko. While still in its early stages, three potential bidders have been shortlisted.” Additionally, he reports that green energy investments are increasing, particularly in solar power production.

    Finally, reporting on the most attractive sectors in the country, Misic says that “health and life sciences have been attracting significant foreign investment.” Additionally, he indicates that “the SME market is active, with many long-established companies now seeing their founders pursue exit opportunities.” Misic concludes by adding that “business infrastructure and commercial real estate have been on the rise over the past few years, which is a notable shift compared to previous trends. Residential real estate investments have remained steady, with demand holding at similar levels.”

  • Staying Happy, Healthy, and Green in Croatia: A Buzz Interview with Tarja Krehic of Krehic & Zornada

    Croatia’s mergers and acquisitions market continues to exhibit remarkable dynamism, with strong activity across key sectors such as hospitality, healthcare, and alternative energy according to Tarja Krehic, Managing Partner at Krehic & Zornada, who also reports on legislative reforms aimed at aligning Croatia’s corporate governance and state-owned enterprise management with OECD standards.

    “The M&A market remains vibrant, especially in the hospitality sector, where international investors continue to show strong interest,” Krehic begins. She explains that Croatia’s appeal as a tourist destination has been a driving force behind this trend, with foreign capital flowing into hotel acquisitions and other tourism-related ventures. “The medical services sector has also emerged as particularly attractive,” she adds. “Transactions involving private polyclinics being acquired by private equity, strategic investors, and insurance companies are becoming increasingly common. This surge is largely fueled by growing consumer demand for private medical services, which has been amplified by inefficiencies in the public healthcare system,” Krehic notes.

    Another sector experiencing rapid growth is energy, particularly alternative energy projects. “We’re currently involved in several transactions around Power Purchase Agreements,” Krehic reveals. Large corporations in industries such as hospitality, telecommunications, and insurance are increasingly adopting PPAs to enhance their EDG compliance. “Virtual PPAs, which are new to the market and Croatia’s regulatory framework, are beginning to emerge as a notable trend,” she adds. “Croatia’s abundant natural resources and favorable geographic position make it particularly attractive for solar and wind energy projects.”

    However, not all sectors are experiencing growth. Krehic points out that the IT sector has encountered recent setbacks due to geopolitical developments. “Newly announced U.S. tariffs targeting the EU have caused some companies to pause or cancel further acquisitions within Croatia and across Europe,” she explains. While IT was previously one of Croatia’s fastest-growing sectors, these external factors have slowed what was once significant momentum.

    Turning to legislative developments, Krehic highlights 2025 as a transformative year for corporate governance in Croatia. “We have a new Companies Act and a revised Corporate Governance Code for companies listed on the Zagreb Stock Exchange,” she reports. These updates harmonize corporate governance practices with OECD standards, introducing modern structures and transparency requirements that aim to enhance investor confidence and operational efficiency. Additionally, “Croatia has finally aligned itself with the EU directive requiring listed companies to achieve a 40%/33% gender balance on supervisory and management boards. While some companies are resistant to these changes, this shift towards diversity is essential,” Krehic asserts. “It’s not only culturally significant but also financially beneficial.”

    Finally, reforms are anticipated in the management of state-owned enterprises. “A new act governing SOEs is expected to be adopted by summer,” Krehic shares. This legislation is designed to “bring operations in line with OECD standards, focusing on transparency and modern corporate governance within Croatia’s sizable public sector – particularly in areas such as energy and natural resource management.” She also notes ongoing privatization efforts targeting SOEs in cargo transport infrastructure. “Although privatization has slowed compared to previous decades, it remains driven by EU and OECD requirements,” Krehic concludes.

  • 2025 CEELM Deal of the Year Awards Banquet: And the Winner Is…

    On the evening of April 1, 2025, the Deal of the Year Awards Banquet brought together, under the same roof, over 200 top-tier lawyers from Central and Eastern Europe’s leading law firms and General Counsel from across the region in Prague.

    The black-tie Deal of the Year Awards Banquet, which ran in parallel with the 2025 CEE General Counsel Summit, recognized and celebrated the largest and most important deals in Central and Eastern Europe. The winners of each Country Deal of the Year, as well as the winners of the CEE Deal of the Year, are:

    1. Albania: AYEN AS Energji’s EUR 110 Million Syndicated Loan (GKC Partners (White & Case); Kalo & Associates; Kolcuoglu Demirkan Kocakli; Wolf Theiss)
    2. Austria: Vauban Infrastructure Partners’ EUR 803 Million Acquisition of Cellnex’s Austrian Telecommunications Tower Assets (Clifford Chance; Hogan Lovells; KPMG Law; Schoenherr; Wolf Theiss)
    3. Bosnia and Herzegovina: Schneider’s Acquisition of Imaco Systemtechnik (Aulinger Rechsanwalte; Maric & Co)
    4. Bulgaria: E&’s Acquisition of PPF Telecom Bulgarian, Hungarian, Serbian, and Slovakian Assets (Djingov, Gouginski, Kyutchukov & Velichkov; Karanovic & Partners; Lakatos Koves & Partners; Perkins Coie; Schoenherr; Sullivan & Cromwell; Van Doorne; White & Case)
    5. Croatia: Aggreko’s Acquisition of Resalta (Allen Overy Shearman Sterling; BDK Advokati; Divjak, Topic, Bahtijarevic & Krka; RTPR; Rutgers & Posch; Schoenherr; Selih & Partnerji)
    6. Czech Republic: CEZ´s Acquisition of GasNet from Macquarie (Allen Overy Shearman Sterling; Burges Salmon; Loyens & Loeff; Skils)
    7. Estonia: Mainor Ulemiste’s Acquisition of Majority Stake in Technopolis Ulemiste from Technopolis Baltic Holding (Triniti; Sorainen; Ellex)
    8. Greece: Athens International Airport 30% Stake Sale Through IPO (Clifford Chance; Dracopoulos & Vassalakis; Koutalidis; Latham & Watkins; Milbank; PotamitisVekris; Linklaters; White & Case; Your Legal Partners; Zepos & Yannopoulos)
    9. Hungary: Corvinus and Vinci Airports’s Acquisition of Budapest International Airport from AviAlliance, Malton, and CDPQ (Bittera, Kohlrusz & Toth; CMS; Freshfields; Herbert Smith Freehills; KCG Partners; Kinstellar; Latham & Watkins; Linklaters; Orrick; PK Law Firm; Wolf Theiss)
    10. Kosovo: Maverix Private Equity’s USD 30 Million VC Funding of Kode Labs (Cytowski & Partners; Nallbani Law Firm; Osler Hoskin & Harcourt)
    11. Latvia: AirBaltic’s EUR 380 Million Bonds Issuance (Arthur Cox; Cobalt; Dentons; Linklaters; TGS Baltic)
    12. Lithuania: AB Siauliu’s EUR 200 Securitization Vehicle (Ellex; TGS Baltic)
    13. Moldova: Trans-Oil Group’s USD 550 Million Eurobond Issuance (Arthur Cox; Baker & McKenzie; Gladei & Partners; Harneys Aristodemou Loizides Yiolitis; Homburger; Linklaters; Sayenko Kharenko; Turcan Cazac)
    14. Montenegro: Krnovo 72-Megawatt Wind Power Plant Refinancing by KfW IPEX-Bank (Allen Overy Shearman Sterling; Karanovic & Partners; Dentons)
    15. North Macedonia: SMA’s Holding’s Acquisition of Studio Moderna (Bona Fide; Deloitte Legal; Tashko Pustina; Van Campen Lien)
    16. Poland: Cerberus’s Acquisition of VeloBank from Bank Guarantee Fund (Clifford Chance; CMS; Linklaters; Rymarz Zdort Maruta)
    17. Romania: EnergoNuclear and FCSA Joint Venture’s EUR 3.2 Billion EPCM Contract for Cernavoda NPP Units 3 and 4 (CMS; Dentons)
    18. Serbia: Actis-Led Consortium’s Acquisition of Telekom Srbija Tower Portfolio (CMS; Deloitte Legal; Kinstellar; Paul Hastings; PwC Legal; Simpson Thacher; Van Campen Liem; White & Case)
    19. Slovakia: Creditas Group’s Acquisition of a 100% Stake in GGE from Infracapital (Barger Prekop; BPV Braun Partners; Dentons; Polacek & Partners; Watson Farley & Williams)
    20. Slovenia: Aggreko’s Acquisition of Resalta (Allen Overy Shearman Sterling; BDK Advokati; Divjak, Topic, Bahtijarevic & Krka; RTPR; Rutgers & Posch; Schoenherr; Selih & Partnerji)
    21. Turkiye: Petrol Ofisi’s Acquisition of British Petroleum’s Downstream Business (Akin Gump; Ashurst; Baykal Saris Law Firm; Gen Temizer Erdogan Girgin; Kinstellar; Kolcuoglu Demirkan Kocakli)
    22. Ukraine: NJJ Holding and Horizon Capital-led Consortium’s Acquisition of Datagroup-Volia and Lifecell (Avellum; Bredin Prat; Clifford Chance; CMS; Dentons; DWF; George Yiangou; Gide Loyrette Nouel; Kinstellar; Redcliffe Partners)
    23. And the CEE Deal of the Year: E&’s Acquisition of PPF Telecom Bulgarian, Hungarian, Serbian, and Slovakian Assets (Djingov, Gouginski, Kyutchukov & Velichkov; Karanovic & Partners; Lakatos Koves & Partners; Perkins Coie; Schoenherr; Sullivan & Cromwell; Van Doorne; White & Case)

    Congratulations to all the winning deals and those who made them happen!

  • Big Moments Coming Up: with the CEE General Counsel Summit and DOTY Awards Around the Corner, the CEE Legal Matters March 2025 Issue Is Out Now!

    The CEE Legal Matters team is already in Prague – the stage is nearly set, the final touches are coming together, and we’re gearing up to catch up with friends and colleagues both on and off the clock. But that’s not all – while we fine-tune the last details, here’s something to dive into: the CEE Legal Matters March 2025 issue is out now!

    Subscribers should be receiving their hard copies in a week or two, but no need to wait for the mail to arrive: the online version of the magazine is already available here. With Market Spotlights on Greece and Austria and an Experts Review section on PPP/Infrastructure, the March 12.2 issue includes:

    With the March 2025 issue of the magazine now out, let’s remember what winter looked like: our January 2024 issue has now been moved from behind the paywall and been made available to subscribers and non-subscribers alike (here in e-reader format and here in pdf).

    With Market Spotlights on Ukraine and Montenegro and an Experts Review section on Banking/Finance, the January 11.12 issue included:

    Stay abreast of the latest developments and legal news, across CEE. Don’t miss any of the upcoming issues: register for a subscription to the CEE Legal Matters magazine now!

  • Similar Volume, Lower Values: A CMS CEE M&A Report

    CMS Partners Horea Popescu, Alexander Rakosi, and Ryszard Manteuffel discuss the ebb and flow of M&A deals in CEE, highlighting that the M&A landscape experienced a significant drop in overall deal values prompting strategic shifts amid ongoing geopolitical and financing challenges.

    CEELM: Looking back at the past year, what were the most significant trends shaping M&A activity in CEE?

    Popescu: I think it was a good year. We have seen an increase in transaction volume, but the last five years have averaged around 1,200 deals annually, indicating relative stability. While the number of deals stayed roughly the same, values dropped considerably – from around EUR 37 billion to EUR 25 billion – mainly due to fewer megadeals. In Poland and Romania, for example, there were no megadeals to impact the overall volume.

    Regarding private equity, we saw exceptions, like the notable Pet Food deal, but in general large PE transactions were limited; it was mostly small- or mid-cap. Meanwhile, some larger exits seem to be on hold, waiting for better market conditions.

    Rakosi: Horea’s perspective also fits the Balkan markets. Values were down, but activity levels remained solid. Private equity exits slowed, yet there was a stronger focus on add-on deals – an exit-prep tactic we expect to translate into proper exits in the next 12 to 18 months. PE still has capital to deploy, so it should pick up pace again soon. Some PE players judged last year as not ideal for exits and pivoted to refining their platforms for future sales. We also saw a rise in joint venture transactions, with competitors partnering on new product avenues – something we believe will continue.

    Manteuffel: Poland didn’t record the same number of megadeals as before, but the volume of smaller deals was strong. Many investors remain cautious about the war’s repercussions and the overall shaky economic conditions, even if inflation is trending down. Still, there’s substantial potential waiting on the sidelines.

    CEELM: How would you compare the current deal landscape to pre-war levels?

    Popescu: In terms of the number of deals, we’re pretty much the same. Last year was probably the second worst in terms of values after 2020, which in itself was rather poor. However, our report does not cover the same countries as it did before – for example, we no longer cover Russia, and activity in Ukraine is naturally lower now. However, when we see that there is the same level of activity with these two markets not being part of the report, this indicates higher activity levels in the Balkans and the rest of the markets, which is positive overall.

    CEELM: Which industries have been the most active in M&A transactions, and do you expect this trend to continue?

    Popescu: Energy has been the standout, particularly in Romania and across CEE. Three of the four largest regional deals last year were energy-related, with two large deals totaling EUR 7 billion led by Czech investors CEZ and EPH. Distribution companies have been targeted, and though the number of renewable deals has slightly declined, a 600+ megawatt transaction with PPC in Romania shows that big deals are still happening. Overall, energy remained the star.

    Rakosi: Aside from energy, infrastructure, data centers, and logistics were – and remain – key, especially in the Balkans. Healthcare has also been (and will continue to be) active, with assets like clinics/outpatient services centers changing hands. Moreover, circular economy areas – packaging and recycling – are drawing high attention.

    Manteuffel: In Poland, according to our report real estate and construction were prominent, somewhat surprisingly so. Telecommunications, IT, banking, finance, and insurance were all active, while renewables saw a notable spike. Storage is emerging as part of green energy efforts. We’ve also seen significant life sciences activity – healthcare company consolidations and biotech developments.

    CEELM: Are there any emerging sectors that investors should be watching?

    Popescu: The sectors haven’t changed much overall, just year-to-year shifts – sometimes real estate spikes, sometimes energy. Manufacturing has historically been strong, but with the West flirting with recession, demand has dipped. I’d bet on technology, especially AI, to rebound, though data centers may be less appealing given energy costs. I still see healthcare, private schools, and retail reviving from basic consumer needs.

    Rakosi: In industrial and manufacturing, we’re at a robotics crossover. While digitalization as a driver for M&A activity isn’t new, there’s a strong push to automate workflows and production processes and lessen workforce dependence.

    Manteuffel: Poland’s strong IT sector is pivoting to AI across many companies. Investors keep an eye on how these transformations evolve, likely aiming for exits once the technology proves itself.

    CEELM: What about M&A trends across different CEE countries? Are there any surprising developments in specific markets?

    Popescu: The lack of megadeals in Poland was surprising. In Romania, there were no billion-euro transactions like in 2023, but plenty above the hundred-million mark. Romania’s catching up, and I expect other countries to follow.

    Manteuffel: We just signed a PLN 1.2 billion deal and there are others in the pipeline, so I expect larger deals to make a comeback. I am an optimist. It does not seem too much use being anything else.

    Rakosi: Balkan ticket sizes remain smaller compared to some other markets, but there’s optimism. Croatia, for instance, might get bigger deals in healthcare and retail, so I’d say cautious positive sentiment is justified.

    CEELM: With financing becoming more expensive, how has this impacted deal structuring and valuations? Do you expect this impact to carry into 2025?

    Rakosi: Financing clearly matters for M&A. PE players recalibrated valuations due to higher costs and/or volatile conditions, but those are now more predictable and less prohibitive. Still, big-ticket deals haven’t thrived, so many PE firms refocused on smaller or mid-market transactions. We also saw more regional PE houses stepping in, capturing deals that might’ve previously gone to larger international players. Ultimately, we feel that the market adapted to increased costs.

    Manteuffel: I agree with Alexander, deals remain doable, despite higher financing costs. We’ve seen some structural tweaks – like minority investments and heavier reliance on earn-outs – but none of this significantly slowed M&A. Another trend is the rise of family offices, which rely less on external financing and thus have an edge over traditional PE.

    CEELM: What are the biggest risks or uncertainties that could influence M&A activity in the region over the next year?

    Popescu: Risks are mostly geopolitical, like US trade tariffs and the war in Ukraine. If the war ends, we still don’t know under what conditions. Inflation is down, which gives some predictability, but export-reliant countries could suffer if Western demand falls. In Romania, political turmoil and rising public debt could trigger a credit rating downgrade, impacting M&A, but – I remain hopeful.

    Manteuffel: For Poland, geopolitics remains the main factor, especially the war. Also, energy prices pose real risks, even with green transition targets. High inflation and interest rates hinder companies’ growth, so that’s another concern.

    Rakosi: I agree with both, those are the key risk elements to consider. For the Balkans, risk also remains tied to political stability issues and specific setups that differ from country to country. Foreign investment regimes can complicate multi-jurisdictional deals, but overall, it’s these geopolitical elements that are the real risks. Despite all that, however, I remain cautiously optimistic for the region still.

    This article was originally published in Issue 12.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • A 2025 Outlook at the Greek Corporate Landscape

    As we near the conclusion of the first quarter of 2025, it is clear that the Greek corporate landscape and M&A market are undergoing significant changes influenced by a variety of economic, regulatory, and social factors. While the M&A sector experienced steady activity over the past two years, its overall momentum was relatively muted, primarily due to geopolitical tensions, social dynamics, and inflationary pressures. However, a much-anticipated increase in traction appears to be on the horizon, making a comprehensive understanding of the current trends and challenges within the market crucial to effectively navigate and track this evolving environment.

    In terms of economic recovery and growth prospects, Greece is actively emerging from years of economic turbulence, supported by a revival in tourism and an increase in foreign investments. Projections for 2025 suggest that Greece’s GDP growth is expected to stabilize between 3-4%, bolstered by ongoing reforms, EU funding, and a more favorable investment landscape. Businesses, on their end, are increasingly emphasizing digital transformation, with a strong focus on ESG initiatives and sustainability to enhance their competitive advantage.

    It is now clear that ESG considerations are playing an increasingly significant role in shaping corporate strategies and M&A decisions in Greece, with the majority of transactions being assessed through an ESG lens. Companies prioritizing sustainability and social responsibility are likely to attract greater interest from investors, and those with robust ESG profiles can achieve higher valuations in the market. Stakeholders are placing a stronger emphasis on sustainable practices, and businesses are acknowledging the necessity of incorporating ESG criteria into their operating models – a transformation that is driven by both evolving consumer demands and regulatory requirements. The tourism sector, a crucial part of the Greek economy, has seen strong recovery following the pandemic – a resurgence that benefits not only the hospitality industry but also stimulates related sectors such as real estate and local services. This positive outlook is attracting both domestic and foreign investors who are eager to capitalize on growth opportunities in these sectors.

    Another notable trend in the Greek M&A market is the growing interest in technology and innovation. The government’s efforts to promote a digital economy, along with EU funding initiatives, have spurred investments in tech start-ups and digital transformation across various industries. Sectors such as fintech, e-commerce, and renewable energy are experiencing particularly robust growth, making them appealing targets for M&A activity. Recently, the Greek market has seen established companies either increasingly acquiring tech start-ups or merging with one another to integrate innovative solutions, enrich their offerings, and strengthen their market position, mirroring thus a broader global movement that acknowledges the critical need of staying competitive in an ever-evolving digital landscape. Regarding foreign direct investment (FDI), Greece is experiencing an increase in cross-border M&A activities as the economy continues to stabilize. Investors from nations such as the United States, China, and various Gulf countries are particularly active, seeking to acquire stakes in promising Greek companies. The energy sector, particularly renewable energy initiatives, has emerged as a key area for international investment, fueled by the EU’s green agenda and Greece’s commitment to reducing its carbon footprint.

    Despite the positive developments, the Greek corporate and M&A market faces several challenges primarily attributed to regulatory complexities and bureaucratic obstacles. Although the government has made efforts to streamline business operations and draw in investment, persistent issues such as a patchwork of fragmented legislation – encompassing competition, labor, tax, and corporate governance regulations – through which companies must navigate to effectively carry out transactions continue to hinder progress. In light of recent legislative developments, the Greek Parliament has passed Law 5162/2024 in an effort to bolster economic resilience through the provision of enhanced tax incentives, particularly for legal entities and corporate transformations. This law includes provisions aimed at enhancing existing tax incentives and introducing new ones for Research and Development (R&D), promoting innovation, and supporting start-up businesses, as well as reforming the regulations governing business transformations.

    As the country experiences economic recovery alongside a surge in foreign investment and an increasing emphasis on technology and sustainability, the corporate market emerges in 2025 as a dynamic landscape filled with both significant opportunities and substantial challenges, in which companies find themselves presented with a multitude of avenues for growth that could reshape the industry. However, to truly capitalize on these promising opportunities, stakeholders must skillfully navigate the intricate regulatory complexities that characterize the market and effectively address any skills shortages that threaten to hinder progress.

    By Mika Lalaouni, Partner, and Mariliza Kyparissi, Of Counsel, Drakopoulous

    This article was originally published in Issue 12.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Greece’s Constitutional Clash: Court Ruling Alters Real Estate Landscape

    On January 24, 2025, the Council of State, Greece’s highest administrative court, issued four landmark judgments. These are Decisions No 146, 147, 148, and 149/2025 of the Council of State in Plenary Session, published on January 24, 2025, and made available to the public on February 5, 2025. The decisions are expected to significantly impact the country’s real estate market.

    The rulings pertain to provisions of the Greek Building Regulations (Law 4067/2012), which provide “incentives” for increasing building parameters, such as the building coefficient and the maximum height, in exchange for voluntary reductions in the coverage coefficient, the creation of communal green spaces and/or planted roofs, and the construction of energy-efficient buildings. The court ruled that provisions introducing these incentives contravene Article 24 of the Constitution, which mandates a “rational urban planning”, i.e., a planning process that adopts spatial and urban planning criteria and takes into account the specific traits and needs of each area.

    Now, while the Council of State is not a Constitutional court, in the sense that its rulings do not nullify laws outright, the impact of its rulings is nonetheless extremely significant. When the court finds a law unconstitutional, any administrative acts issued on the basis of the unconstitutional provision are susceptible to annulment (provided that they may still be validly contested). Further, the administration is entitled (if not obligated) to revoke all similar acts that were based on the said provision. In short, judgments of such content are a big deal.

    In this instance, the court opted to limit the effects of its rulings by specifying that they would take effect after December 11, 2024, when the Court’s Chairman announced the content of the decisions to be issued. Pursuant to a second announcement issued on January 24, 2025, the court weighed, on the one hand, the public interest and, on the other hand, the principles of legal certainty, predictability, and the trust of the citizens who have constructed buildings, relying on the legislative regime and the incentives established by Law 4067/2012, and have acquired property rights over these buildings, in good faith. As a result, the court ruled that the consequences of the unconstitutionality should not affect building permits for which implementation (construction work) has demonstrably begun by December 11, 2024.

    To put this in perspective, it is estimated that approximately 14,000 building permits issued under the contested incentives, where construction has yet to begin, are directly affected by the court’s ruling. The impact would obviously be far greater if it included permits where construction had already begun – or had even been completed. The judgments reflect the court’s effort to strike a balance between conflicting interests, recognizing both the need to uphold sustainability principles and the importance of providing stability and legal certainty to the real estate market.

    Nevertheless, following the above announcements, chaos ensued. Several municipalities, particularly in the Attica region, reacted by indefinitely postponing the approval and issuance of new building permits that utilize the incentives. The Greek government attempted to regulate the matter with temporary measures. For example, Article 41 of Law 5167/2024, dated December 20, 2024, was extended by a decision of the Minister for the Environment and Energy until February 24, 2025, enforcing a further postponement of permits making use of the incentives and, at the same time, “canceling” any administrative act revoking building permits issued after December 11, 2025.

    The matter is far from resolved, and all stakeholders of the real estate market, along with citizens and environmental groups, are holding their breath to see what comes next. In a country whose economy heavily relies on tourism, the importance of real estate development is paramount. With significant investments already on the line, many developers are now uncertain about how to move forward. Whether these projects will be halted, revised, or reapproved is still up in the air, and the outcome will undoubtedly shape the future of urban development in Greece.

    But from a macroscopic perspective, the judgments in question highlight the Council of State’s evolving role in shaping the future of urban development.

    By Helen Alexiou, Managing Partner, AKL Law Firm

    This article was originally published in Issue 12.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Bonding Against the Storm: Navigating Natural Disaster Risks in Greek Banking

    The increasing frequency and severity of natural disasters pose significant risks to financial markets worldwide. In Greece, a country prone to wildfires, earthquakes, and floods, these challenges are particularly pressing. The performance of Greek banks and financial institutions is often negatively impacted by natural disasters. As a result, they are increasingly focusing on integrating natural disaster risk management into their bond loan structures to enhance financial stability and ensure market resilience.

    Natural Disaster Risks in Greece

    Greece faces a broad spectrum of natural disasters, including wildfires during the dry summer months, frequent earthquakes due to its position on a tectonic fault line, and floods in coastal and low-lying regions. The impact of these events on financial markets is reflected in higher probabilities of default, increased non-performing asset ratios, higher foreclosure ratios, lower returns on assets, reduced collateral values, and diminished equity ratios for affected businesses. Historical examples – such as the 2018 wildfires in Mati, Attica, and the 2019 floods that affected multiple European countries, including Greece – have illustrated the economic disruption that disasters pose to the European Union and its member states. This disruption highlights the need for banks to reassess their risk exposure in bond issuance and lending practices in general.

    Strategies for Mitigating Natural Disaster Risk in Bond Loans

    1. Risk Assessment and Mapping: Greek banks are increasingly incorporating environmental risk assessments into their bond issuance processes. Advanced modeling tools and geographic information systems (GIS) help quantify disaster-related risks, while historical data and predictive models are leveraged to further strengthen risk analysis. Additionally, the rapid advancements in data analytics enable banks to prevent losses and minimize the economic effects of natural catastrophes.

    2. Covenant Structure and Contingency Planning: To mitigate the financial impact of extreme weather events, Greek banks are embedding disaster-related covenants into bond loans. These include force majeure and material adverse effect provisions, which allow adjustments to repayment schedules and grace periods in the event of a major disaster. Such flexibility ultimately enhances investor confidence while ensuring financial stability during periods of crisis. However, force majeure remains a legally ambiguous concept, often requiring interpretation by courts on a case-by-case basis, guided by legal precedent. The lack of a universal definition can create challenges in enforcing such clauses. Consequently, issuers and investors should carefully structure agreements to reflect specific disaster contingencies.

    3. Insurance and Derivatives Products: Insurance and reinsurance mechanisms play a vital role in hedging against natural disaster risks. Typically, insurers offer financial protection against specific losses in exchange for regular premium payments. The hazards covered, the extent of compensation, and the cost of premiums are agreed upon in advance between the insurer and the bond issuer. Greek banks are also exploring catastrophe bonds as a means of transferring risk to global capital markets. These instruments enable bond issuers to shift financial exposure to investors willing to assume disaster-related risks.

    4. Reserve Funds: Establishing disaster recovery funds has become a priority for both Greek financial institutions and municipalities. These funds provide immediate liquidity following a disaster, ensuring that financial obligations are met. The Greek government plays a central role in supporting affected bond issuers by providing emergency funding, tax relief measures, and state-backed loans. Through post-disaster relief programs, the government ensures the financial stability of both the banking system and key economic sectors, facilitating rapid recovery for affected institutions and businesses.

    The Future of Disaster Risk Management in Greek Banking

    As climate change intensifies the frequency of natural disasters, Greek banks are evolving their risk management practices. The EU Green Deal and other sustainable finance initiatives are driving innovation in financial products designed to mitigate natural disaster risks, allowing institutions to hedge against losses triggered by extreme weather events. Furthermore, green bonds and resilience bonds are emerging as viable instruments for funding climate adaptation projects, offering financial security while supporting environmental sustainability.

    Conclusion

    Greek banks are actively adapting to the growing threat of natural disasters by integrating robust risk management strategies into bond loan structures. Best practices, including risk assessments, structured bond covenants, and insurance mechanisms, contribute to a more resilient financial system. As climate risks evolve and natural disasters become more foreseeable, banks may need to respond more proactively than ever before. Ultimately, continuous adaptation and ongoing collaboration with European institutions, national governments, and investors will be crucial in ensuring the resilience of financial markets and the stability of Greece’s banking sector in the years following a natural disaster.

    By George Zohios, Partner, and Amalia Vardakoulia, Associate, AKL Law Firm

    This article was originally published in Issue 12.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Austria’s Evolving Crypto and Banking Landscape: A 2025 Perspective

    Austria’s financial sector is experiencing significant regulatory shifts. These changes are reshaping the landscape for both domestic and foreign entities operating in the Austrian market.

    Crypto-Assets

    The implementation of the EU’s Markets in Crypto-Assets (MiCAR) regulation, effective since December 30, 2024, has ushered in a new era for crypto-asset service providers (CASPs) in Austria. The Financial Market Authority (FMA) now oversees this sector, providing a clear regulatory framework that enhances Austria’s attractiveness for crypto businesses.

    Under MiCAR, all CASPs must obtain FMA authorization to operate legally. This requirement brings crypto services under stringent regulatory scrutiny, aligning with broader EU efforts to harmonize crypto regulations. The FMA’s comprehensive guidance on MiCAR’s application offers transparency, reducing regulatory uncertainty for market entrants. The regulation also intensifies actions against unauthorized providers and crypto-related fraud. Enhanced transparency and stricter enforcement measures aim to deter investment fraud, money laundering, and other dubious practices. Unauthorized entities operating without requisite approvals will face severe sanctions, supported by ongoing collaboration between Austrian and international supervisory authorities.

    Since fall 2024, the FMA has already received several applications from foreign CASPs who see Austria as a potential entry point ino the EU market.

    Digital Operational Resilience

    In tandem with MiCAR, the Digital Operational Resilience Act (DORA) came into effect on January 17, 2025. This regulation enhances IT security and operational resilience for financial market participants, including CASPs. Under DORA, providers must implement advanced technical security measures, conduct regular stress tests, and maintain contingency plans to safeguard operations against cyber threats and system disruptions. Together, MiCAR and DORA aim to deliver not only greater transparency and confidence in the Austrian crypto market but also a technologically secure and resilient environment.

    Capital Requirements for Third-Country Branches

    Transitioning to the banking sector, Austria is preparing for the implementation of the Capital Requirements Directive VI (CRD VI), expected to be transposed into Austrian law by the fourth quarter of 2025. This directive will significantly impact how third-country companies provide core banking services in the EU and how third-country branches (TCBs) are supervised.

    Foreign banks operating through branches in Austria will face stringent regulations aimed at aligning with EU prudential standards, including demonstrating effective internal controls, risk management procedures, and compliance frameworks. Any business with Austrian clients must be either unsolicited or accompanied by proper licensing, with even minor interactions potentially triggering licensing obligations.

    Consumer Protection

    In the realm of consumer protection, Austria is set to implement the new EU Consumer Credit Directive by November 2025. This will introduce significant changes to harmonize consumer protection across member states in credit transactions. The directive’s expanded scope reflects a response to modern market practices, including the rise of “buy now, pay later” schemes.

    Conclusion

    As we progress into 2025, these regulatory developments bring both challenges and opportunities for financial institutions and crypto businesses in Austria. The country’s strong regulatory framework, combined with its strategic position within the EU, continues to make it an increasingly attractive destination for foreign entities aiming to establish or expand their presence in the European financial market. Political changes in key markets worldwide are likely to influence financial market regulations, which must be carefully factored into the planning of business models and investment strategies.

    For lawyers and financial professionals, keeping up with these changes is essential. The evolving regulatory landscape requires a deep understanding of both crypto and traditional banking regulations, as the boundaries between these sectors continue to blur with advancing technology and increasing regulatory alignment.

    By Roman Hager, Partner, Act Legal

    This article was originally published in Issue 12.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Austrian Drones – What Will the Neighbors Say?

    Drones, or unmanned aerial vehicles are becoming increasingly popular worldwide, including in Austria, with the drone global market to exceed USD 55 billion by 2030, reflecting their global importance. Drones can serve both as recreational gadgets and as professional tools for photographers, farmers, emergency responders, and other professionals. As with any new technology the benefits must be weighed against the risks.

    This technology is increasingly used to enhance performance and reduce efforts in various professional settings. For example, farmers can deploy drones to locate injured animals or detect fawns in tall grass before mowing, preventing potential harm. Emergency services rely on drones to respond faster and more effectively to crises. Additionally, cartographers use drones for mapping and surveying difficult terrains.

    Globally, drones assist firefighters, provide internet access in remote areas, and support scientific research on mosquito-borne diseases like malaria. In China, the emerging low-altitude economy envisions ambitious ideas like flying taxis and drone deliveries to remote locations. Their use is also increasing amongst hobbyists who continue to embrace drones for personal exploration and recreation.

    Despite their advantages, drones also pose significant risks. On September 17, 2024, a near-drone accident occurred, where a private drone nearly collided with the Austrian Armed Forces helicopter by a hair’s width. This near miss happened in a flooded area in Lower Austria, where the helicopter was used during a disaster operation. The incident led to the Austrian Armed Forces urging people operating private drones to steer clear of disaster areas.

    More recently a private drone collided with a firefighting plane in California, which has massively hindered the fight against the devastating wildfires and resulted in considerable damage to the aircraft. These are just two examples of such instances with dozens more occurring in the last years.

    Taking this into account, Austria adopted certain regulations in the already existing Aviation Act, under European Regulation 2019/947, which among others regulates commercial drone activities. The rules ensure safe and compliant operations of drones while taking into account the public interest as well as the rights of private individuals.

    Historically, property rights were described as extending from “Heaven to Hell.” With technological progress, societies started to impose limitations on these rights. Generally speaking, the Austrian Civil Code enables owners to control the airspace above their land, however only to the extent that they can influence airspace. Beyond this point, the airspace becomes a public good and everyone can use it. Taking this into account, drones can disrupt property owners’ privacy and enjoyment of property. Nonetheless flying a drone over someone else’s property is generally allowed in Austria, with restrictions applying to takeoff or landing.

    This can infringe on privacy rights as many drones have cameras that capture images or recordings. Individual rights come into play since privacy is a recognized human right and biometric information that can be captured on a video is heavily protected by national and EU legislation. Capturing images or recordings is assessed under data protection laws and can either present an unlawful invasion of privacy or, in the case of publishing videos of photos obtained from a drone, this can substitute a copyright infringement as it can infringe on the right to one’s image. Using a drone for prolonged surveillance could also constitute a criminal offense under the Austrian Criminal Code.

    Further to this, under Austrian law, property owners are protected from nuisances that go beyond what is normal in their area and disrupt the usual enjoyment of their property. This includes disturbances from noise, vibrations, and other emissions. For example, if drones fly over someone’s garden, producing noise that is much louder than what is typically expected in the neighborhood, this could be considered as an excessive nuisance, regardless of whether such unduly disturbance occurs during the day or during what is considered rest periods. If these excessive disturbances occur, property owners have the right to file a complaint with the relevant authorities, potentially leading to administrative penalties for the drone operator.

    As drones continue to evolve, they offer exciting new possibilities for many areas of our lives. With ongoing development and learning from mistakes, drones can bring real benefits to society. However, their increasing presence necessitates strong legal frameworks that keep up with these changes and ensure everyone’s safety, protect privacy, and uphold property rights. Future discussions will likely focus on enhancing regulations, covering any legal gaps, and creating a balance between innovation and individual rights.

    By Jasna Zwitter-Tehovnik, Partner, DLA Piper

    This article was originally published in Issue 12.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.