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  • Sustained Interest in Investing in Ukraine: A Buzz Interview with Bogdan Malniev of EY Law

    Despite the ongoing war, Ukraine’s legal and investment landscape continues to evolve, with shifting trends in M&A, infrastructure, and technology-driven sectors, according to EY Law Partner Bogdan Malniev who also reports renewed interest in logistics, defense technology, and corporate governance reforms.

    “The Ukrainian legal market is directly shaped by geopolitical developments,” Malniev begins. “Over the past few years, the war and its ripple effects have dictated investment trends – naturally, when the war broke out in 2022, private investments largely came to a halt; there was a period of near-total stagnation. However, activity has gradually resumed, though it has come in waves, influenced by broader economic and security conditions.”

    Looking at M&A activity specifically, Malniev reports that the second half of 2024 was noticeably quieter, with investors “once again pausing to assess how the war would unfold. But now, we are seeing renewed interest, and there’s a real buzz in certain sectors – whether this translates into deals remains to be seen, but for now, there is a steady flow of corporate work and even an uptick in some areas.” According to him, this suggests that despite the challenges, there is a sustained interest in investing in Ukraine.

    Focusing on specific areas of note, Malniev indicates that “one sector that could become increasingly active is real estate, particularly real estate-heavy infrastructure projects. Naturally, this is limited to central and western Ukraine, far from active conflict zones.” He reports that there is “growing interest in logistics, warehousing, and major transportation infrastructure, including port concessions. These are long-term investments that reflect confidence in Ukraine’s future integration with European supply chains.”

    On the other hand, IT investments have slowed considerably, Malniev reports. “At the beginning of 2024, there was a marked drop in IT-related deals. That said, I expect a shift in focus: instead of purely software-driven businesses, we may see a pivot toward hardware manufacturing and integration technology – essentially, projects that tie into Ukraine’s alignment with EU industries.” Moreover, he says that defense technology is another area where growth is expected. “There’s notable interest in UAVs, control technologies, transport vehicles, and components that aren’t purely military but have civilian applications as well. Scalable, dual-use technologies – those with both military and civilian functions – are becoming increasingly attractive investment targets,” he explains.

    Additionally, Malniev reports that agriculture has been quieter than expected. “Ukraine has long been home to some of the largest agricultural holdings globally. These businesses have traditionally been difficult to invest in due to their structure, and for now, there are no clear signals of renewed investment. However, should the geopolitical situation improve, this could quickly change, as agriculture remains one of Ukraine’s strongest industries.”

    Finally, talking about legislative updates, Malniev says that there have been notable changes in corporate governance, particularly concerning state-owned enterprises. “Ukraine still has thousands of state-owned enterprises, many of them remnants of the Soviet era. While the most promising ones have been privatized, many still need corporate governance reforms to become viable investment opportunities.” As he puts it, the legislative agenda has been actively addressing this, with ongoing discussions about privatization strategies and governance improvements. “These reforms are crucial for attracting foreign investment and improving operational efficiency. As for industry-specific regulations, key sectors have not seen significant amendments, however, defense technology regulations remain a major question mark.” One critical issue Malniev stresses is whether the restrictions on the export of domestically produced weapons are lifted. “If this happens, Ukrainian defense companies could become far more attractive investment targets. That said, this is likely a decision for the future rather than an immediate policy shift.”

  • New Laws Before Elections in Albania: A Buzz Interview with Erinda Ismailaj of Ismailaj & Partners

    Albania is aligning with EU regulations through new laws, including a data protection law in 2025 and a new updated electronic communications law, according to Ismailaj & Partners Managing Partner Erinda Ismailaj. With elections on May 11, legislative activity has slowed, creating uncertainties that can lead to a lack of predictability in a business environment.

    In the past two months, “several new laws have come into effect in Albania, particularly in December 2024 and January 2025, as part of the country’s ongoing effort to align its legal framework with EU regulations,” Ismailaj points out. “One of the most significant changes is the new data protection law, transposing the GDPR in the Albanian legislation, which was approved in December and officially came into force in January 2025.” She adds that companies are now taking the necessary steps to ensure compliance, “with most provisions set to take effect immediately and some of them, mainly related to privacy by design requirements, are set to take effect in two years to allow businesses enough time to integrate this requirement in their demand processes.”

    One major reform introduced by this law, according to Ismailaj, is that “companies providing services in Albania – whether local or foreign – must review their contracts, update policies, assess their activities and their relationships with third parties to ensure compliance with the updated data protection standards.” Additionally, she says, “a notable change is that companies no longer need prior notification to the authority for changes in their processing activities however a privacy impact assessment is now a requirement to be conducted for each activity.” Consequently, Ismailaj highlights that “seeking legal advice is now crucial and not optional, as fines for non-compliance under the new law are significantly higher, aligning with EU GDPR standards.”

    “Another key law is the new electronic communications law, that entered into force in late December 2024,” Ismailaj emphasizes. “Companies are actively working to comply with its updated requirements, which include ensuring transparent pricing, clearly defining service terms, and adhering to strict data protection and privacy standards. Additionally, they must invest in infrastructure to enhance service quality and meet cybersecurity obligations.”

    In addition to that, “there are two important draft laws that have not yet been enacted,” Ismailaj says. “One concerns intellectual property, aiming to align Albania’s legal framework with EU directives. It introduces stricter procedures for registering trademarks and enhancing trademark protection during administrative procedures. The second draft law still pending is the proposed amendments to the civil procedure code, which aims to enhance the efficiency of the juridical proceedings in Albania.”

    Despite a heightened legislative activity, Ismailaj points out, that since Albania is in a pre-election period, “with parliamentary elections set for May 11, legislative activities are slowing down, as no new laws can be passed in the two months leading up to the vote according to the Albanian constitution. This has led to a temporary legislative slowdown, affecting both businesses and regulatory processes.”

    “The pre-election period has brought about a certain level of uncertainty, prompting businesses to closely monitor the political landscape, They are paying close attention to whether the ongoing legal framework and proposed reforms will continue to be approved,” Ismailaj adds. “While established companies seem to be adapting well, smaller startups continue to face challenges, particularly in terms of stable infrastructure, funding, securing investors, as well as navigating evolving technology-related laws. The government has introduced policies to support start-ups, but these initiatives are still in their early stages.”

  • KG Advises Atlas Tapes on Acquisition of PPM Industries Group

    Kyriakides Georgopoulos, working with Baker McKenzie, has advised Atlas Tapes on the acquisition of 100% of the paid-up share capital of PPM Industries Group from Auctus Capital Partners and the CEO of the PPM Industries group Matteo Pellegrini. Advant Nctm reportedly advised Auctus Capital Partners. PedersoliGattai reportedly advised PPM Industries and Matteo Pellegrini while Pirola Pennuto Zei & Associati reportedly advised Matteo Pellegrini.

    Atlas Tapes is a manufacturer of packaging, paper, and masking tapes.

    PPM Industries Group is an adhesive tape manufacturer with production facilities in Italy, the UK, India, and the USA.

    The KG team included Partners Panagiotis Pothos and Apostolos Georgantas, Counsel Ioanna Barmpa, Senior Associates Marianna Katsifi and Evangelos Gesios, and Junior Associate Katerina Vogka.

    Editor’s Note: After this article was published, Papapolitis & Papapolitis announced that it advised PPM Industries Group CEO Matteo Pellegrini. The firm’s team included Senior Associates Erna Kritikou and Anna Pavlaki.

  • NKO Partners and Joksovic, Stojanovic & Partners Advise on Mark Medical’s Acquisition of Hermes-Pharma

    NKO Partners has advised Mark Medical on the acquisition of Hermes-Pharma. Joksovic, Stojanovic & Partners advised the sellers.

    Mark Medical is an Italian MedTech company and a member of SVAS Biosana Group.

    Hermes-Pharma is a MedTech company based in Belgrade, Serbia. According to NKO Partners, Hermes-Pharma is renowned for its expertise in the wholesale distribution of medical devices and holds marketing authorizations for products from companies such as Abbott Vascular, Johnson & Johnson, and Aidian.

    The NKO Partners team included Partners Djordje Nikolic and Branko Jankovic and Associate Valerija Mandic.

    The Joksovic, Stojanovic & Partners team included Senior Partners Petar Stojanovic and Dragan Psodorov, Partner Goran Vucic, and Associate Danilo Vukcevic.

  • Harrisons Advises EBRD on Two Loan Facilities to Crnogorska Komercijalna Banka

    Harrisons has advised the EBRD on two loan facilities provided to Crnogorska Komercijalna Banka Podgorica aimed at enhancing access to affordable green finance for businesses and homeowners.

    According to Harrisons, under the SME Go Green Program, a EUR 7 million loan will be on-lent to small and medium-sized enterprises for green investments in energy efficiency, resource efficiency, and renewable energy – helping local businesses meet EU standards and boost their competitiveness. Additionally, a EUR 5 million facility under the Western Balkans GEFF III – Repower Residential Program will support homeowners in investing in high-performance green technologies such as thermal insulation, energy-efficient heating and windows, heat pumps, and solar panels. Homeowners and housing associations will also benefit from cashback incentive grants of up to 20% of their loan value upon successful installation. Both facilities are supported by grant incentives from the European Union and the Japanese government.

    The Harrisons team included Principal Mark Harrison, Consultant Ines Matijevic-Papulin, and Senior Associate Mina Zeljkovic.

  • Bernitsas Advises CVC on Sale of Ethniki Hellenic General Insurance to Piraeus Bank

    Bernitsas has advised Ethniki Holdings Limited on the sale of its 90.01% stake in Ethniki Asfalistiki to Piraeus Bank for a total consideration of EUR 600 million on a 100% basis.

    The transaction remains contingent on regulatory approval.

    Ethniki Holdings Limited is managed by CVC Capital Partners Fund VII. CVC is a global private markets manager with 30 local offices and EUR 200 billion in assets under management

    Ethniki Asfalistiki is a premier insurance company in Greece with total assets of EUR 4 billion and a 14.5% market share.

    In 2017, Bernitsas advised on Exin Group’s acquisition of a majority stake in Ethniki Hellenic General Insurance (as reported by CEE Legal Matters on July 10, 2017).

    The Bernitsas team included Managing Partner Panayotis Bernitsas, Partners Nikos Papachristopoulos, Maria Nefeli Bernitsa, and Marina Androulakakis, Counsel Anastasia Mallerou, and Associate Katia Zigoulianou.

    Bernitsas did not respond to our inquiry on the matter.

  • Hungarian Government To Amend the Enforcement Rules of the Land Registry

    On 15 January 2025, the new electronic land register was launched in Hungary, although the transitional rules currently still allow for the use of the previous paper-based procedure. At the end of February 2025, the Hungarian Government proposed amendments to the recently implemented electronic land registry system (E-ING) to enhance legal uniformity and bolster the security of real estate transactions.

    Under the current draft, one of the changes is that the registration of certain rights does not require the consent of all concerned. This mainly concerns rights of asset management and rights of purchasers to the maintenance of ownership and future construction. Another amendment removes the suspension procedure for certain property rights registrations. For example, if an application is made for the cancellation of a mortgage, a separate lien or a related right of alienation and encumbrance, the land registry will consider these regardless of their ranking, instead of suspending the procedure.

    Finally, as the entry into force of Act C of 2021 on the Real Estate Registry and the implementing Government Decree 179/2023 have an impact on the procedures and effects on the Court of Registration, the new rules would also include a transitional provision for the submission of court and company court decisions. Decisions taken before 15 January 2025 could still be the basis for registration even if they are not submitted using the prescribed electronic form. However, this would require the person concerned to apply to the real estate authority and, in the case of decisions of the commercial court, to attach other necessary documents.

    The Government is currently seeking public feedback on these proposals, demonstrating a collaborative approach to enhancing the efficiency and reliability of Hungary’s electronic land registry system.

    By Denes Glavatity, Attorney-at-LawKCG Partners Law Firm

  • Ensuring Deal Certainty: The Growing Appeal of Documentary Escrow Arrangements

    In the high-stakes world of M&A transactions, deal certainty is everything. Parties invest significant time, resources, and effort into negotiating agreements, yet even the most well-structured deals can fall apart due to logistical hurdles and trust issues.

    This is where the documentary escrow (or documentary storage) agreement steps in – not as a mere administrative tool but as a powerful mechanism that safeguards documents, mitigates risks and ensures seamless completion of the deal. And it is no coincidence that an increasing number of clients are turning to reputable law firms as their trusted documentary escrow agent.

    What is documentary escrow?

    Under a documentary escrow agreement, the parties place one or several documents into the hands of an independent third party (a documentary escrow agent) – as a rule, a law firm – that holds them in a sealed envelope for a specified period or until a predetermined event occurs.

    For instance, depending on the agreed arrangements, a documentary escrow agent may be instructed to release the documents once:

    • the agreed escrow period has elapsed;
    • the relevant parties have fulfilled their obligations under the transaction documents and provided confirmation regarding the same (for example, payment of the purchase price); or
    • a specific event has occurred.

    What are the benefits of documentary escrow?

    In an M&A deal, after signing a share purchase agreement, parties have to exchange documents needed to register the share transfer, such as powers of attorney, corporate resolutions, and share transfer forms countersigned by the parties (for Ukrainian LLCs – acts of transfer and acceptance), as applicable.

    Consider a scenario where the seller is reluctant to hand over share transfer documents until the purchase price is safely in their account, especially if there is likely to be a time gap between signing the share transfer documentation and payment of the purchase price. At the same time, the buyer hesitates to pay without having sufficient comfort that they will receive the documents required to finalise the share transfer. This standoff could delay or derail the deal.

    However, both parties may gain some comfort if they decide to engage a documentary escrow agent. The process is very straightforward: after signing the share purchase agreement, the parties deposit the documents required for completion with a documentary escrow agent and instruct the agent to release the documents once the escrow agent receives evidence that the agreed purchase price has been paid to the seller. As a result:

    • the seller is assured that the buyer will only be able to register ownership of the shares after the seller has received the purchase price; and
    • the buyer does not depend on the seller’s good faith and has certainty that it will receive the documents immediately once their payment obligations are fulfilled.

    Practical tips

    To make the most of a documentary escrow arrangement, keep in mind the following points:

    • choose a reputable documentary escrow agent – a trusted, neutral party, preferably with expertise in handling documentary escrow arrangements;
    • identify the list of the documents which will be deposited into documentary escrow;
    • clearly define conditions under which the documents must be released;
    • if the escrow agreement includes time-based triggers, ensure that the timelines align with the broader transaction schedule; and
    • outline what steps should be taken if a party fails to meet its obligations or breaches the transaction documents.

    All in all, the documentary escrow mechanism is an effective tool for cases when neither party wants to take the first step without assurances that the other will reciprocate. By acting as a neutral intermediary, a documentary escrow agent ensures that all completion actions occur simultaneously, reducing risks and adding certainty to the transaction process.

    By Oleksandr Kozhukhar, Managing Associate, and Olha Rudevych, Associate, Avellum

  • Vulic Law Advises Mediolanum Invest on Acquisition of Koncern Farmakom-Lece Mine

    Vulic Law has advised Mediolanum Invest JSC on the acquisition of Koncern Farmakom–Lece Mine in Serbia for approximately EUR 35 million.

    According to Vulic Law, the acquisition resulted from a bankruptcy with the seller being the bankruptcy administrator who, on behalf of the state, organized the sale through a public bidding process.

    According to the firm, the mine is one of the largest ones in Southeast Europe.

    The Vulic Law team included Partner Milos Vulic and Associate Bosko Dimitrijevic.

  • Pohla & Hallmagi Advises Foodexpert on Acquisition of Logistics Property in Tallinn

    Pohla & Hallmagi has advised Estonia-based Foodexpert on the acquisition of a cold storage warehouse and logistic property in Tallinn from Capital Mill.

    Foodexpert is primarily a meat and meat products wholesaler.

    Capital Mill, founded in 2008, is focused on real estate investments in the Baltic States.

    The Pohla & Hallmagi team included Partners Juri Ploom and Rait Kaarma and Of Counsel Elena Lass.