CEE Legal Matters

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  • Musat & Asociatii Restructuring & Insolvency Announces Sale of Termoelectrica Asset

    Musat & Asociatii Restructuring & Insolvency, acting as liquidator on behalf of Termoelectrica, has assisted the energy company on an auction to sell off the company’s Doicesti plant.

       

    Termoelectrica (www.panoramio.com)

    The public auction closed on July 25 with the asset being adjudicated to European Energy Communications for the final price of RON 60.89 million (approximately EUR 13.8 million) + VAT.

    The open auction, first announced on June 25, was originally set to take place on July 17. Submission of documents to participate in the auction had an original deadline of July 14. On July 15, the firm announced that the deadline for filing had been extended until July 16. Further extensions of the deadlines were announced on July 18 and July 23, and the auction finally took place on July 25. The final sell price was the one originally set as the bid starting value. 

    Termoelectrica commenced insolvency procedures voluntarily on March 12, 2013. 

    Musat & Asociatii Restructuring & Insolvency was created in 2006 as a separate entity to the law firm Musat & Asociatii. Focusing (as the name implies) on insolvency procedures, the consultancy works closely with the firm it was named after and coordinates with the law firm on adjacent matters such as tax, labor and corporate advice.

     

  • Baker & McKenzie Advises on Merger of Jan Kulczyk Energy Assets

    Baker & McKenzie has advised on the merger of the energy companies owned by Kulczyk Investment under the umbrella of Polish Energy Partners (PEP), a company listed on the Warsaw Stock Exchange.

       

    Jan Kulczyk (www.kulczykinvestments.com)

    According to a firm press release, Baker & McKenzie’s involvement for Polish Energy Partners included: “support in the development of the transaction strategy; assistance in preparing Polenergia Holding, another company owned by Kulczyk Investment, to be integrated into PEP (through an in-kind contribution); and obtaining corporate approvals in PEP.

    According to Baker & McKenzie Partner Jakub Celinski, “this transaction will create the largest private energy group in Poland, with a capitalization of nearly PLN 1.5 billion. We are happy that we were able to work on such a landmark project in the development of the energy sector in Poland.”

    At the same time that Polenergia Holding’s assets were acquired by the stock exchange-listed PEP, the company also gained a minority shareholder: CEE Equity Partners, a Chinese fund set up in February of this year by the state-owned Export-Import Bank of China. The fund has acquired a 16-percent stake in the merged Polenergia for PLN 240 million. This is the first investment of CEE Equity Partners. According to Baker & McKenzie, “the fund plans to invest as much as USD 2 billion in 16 Central and Eastern European countries. Baker & McKenzie also participated in the negotiations between PEP and the Chinese fund. B&M was also involved in preparing the prospectus for the purposes of floating the contributed shares for the Chinese investor, and for the public issue of shares.”

  • White & Case Advises New World Resources on Restructuring

    White & Case is advising the New World Resources group (NWR), the central European hard coal producer, on the restructuring of its balance sheet via a UK Scheme of Arrangement and a Rights Issue and Placing.

    According to the firm, “a key milestone in the restructuring was achieved on July 29, with the UK courts granting NWR permission to hold creditors’ meetings where the group’s noteholders can vote on the restructuring.”

    London-based White & Case Partner Rebecca Campbell, who co-led the team of lawyers which advised NWR, said: “Our cross-border and multi-disciplinary legal team has been supporting NWR through a prolonged period of depressed pricing in the coal sector and we’re very pleased to have helped ensure the restructuring is on track for completion by the end of September. By combining the Firm’s experience and capabilities in mining, restructuring, debt and equity capital markets, corporate and tax we were able to manage a restructuring process involving multiple financial and non-financial stakeholders which will allow NWR to focus on its operational turnaround. Because its business operations are principally in the Czech Republic and NWR is listed in London, Prague and Warsaw, a complex restructuring was required to ensure that, in each jurisdiction, the transaction complied with the applicable capital markets rules and gained regulatory approval.”

    The White & Case team that advised NWR was led by Campbell and London-based Partner Christian Pilkington, and included London-based Partner Philip Broke and Prague-based Partner Petr Panek, with support from London-based Associates Boris Docekal, Kevin Heverin, Tim Lees, Narinder Surae, Jasmine Grewal, Johanna Hayward, Wes Budler, and Richard Pogrel, and Prague-based Karel Petrzela.

     

  • Boris Nemtsov Victorious in European Court of Human Rights

    The European Court of Human Rights has found Russian opposition activist and former Deputy Prime Minister Boris Nemtsov’s arrest by Moscow police at a peaceful demonstration on New Year’s Eve, 2010, his three-day detention at the police station, and his conviction and subsequent 15-day prison sentence, constituted a violation of his human rights, and has awarded him EUR 26,000 in damages and an additional EUR 2,500 in costs.

       

    Boris Nemtsov (www.rferl.org)

    After his arrest, Nemtsov was held in a cell without a bed, window, or sufficient light for two days, provided no food or water beyond that provided by his family, and then made to stand for four hours during his trial. He was then sentenced to 15 days in prison for “disobeying police.” Police said he was detained when he crossed from an approved demonstration to an unsanctioned one also being held in Triumfalnaya Square, in Moscow. After reviewing the evidence, the Court unanimously concluded that Nemtsov’s arrest was arbitrary and constituted an impermissible violation of his rights to freedom of expression and peaceful assembly, his conviction was obtained in violation of his right to a fair hearing and his right to liberty and security of person, and that his 3-day detention at the Tverskoy District police station before trial amounted to inhuman and degrading treatment.

    As such, the Court found the Russian Government in violation of Article 3, 5(1), 6, 10, 11, and 13 of the Convention for the Protection of Human Rights and Fundamental Freedoms.

    The Court’s judgment makes this already-bad week even worse for the Russian government, which has already been hit with increased sanctions by the West related to its involvement with the Ukrainian separatist movement and then hit with a USD 50 billion penalty following its break-up of Yukos.

     

  • Wolf Theiss Advises Baxter on Sale of Vaccine Business to Pfizer

    Wolf Theiss has advised the US pharmaceutical giant Baxter on the sale of its commercial vaccine business to Pfizer for a reported USD 635 million.

    Baxter’s commercial vaccine business, which has had an annual turnover in recent years of USD 300 million, develops vaccines against, among other things, meningitis and influenza. 80 percent of the Baxter BioScience portfolio was produced by the 4,400 employees in Austria and exported to more than 100 countries worldwide. Baxter had earlier posted international vaccine sales of USD 110 million in the second quarter, while Pfizer, the largest U.S. drugmaker, reported that its global vaccines business had sales of USD 1.1 billion in the second quarter.

    Wolf Theiss Corporate and M&A Partner Horst Ebhardt led the deal, supported by Counsel Hartwig Kienast, and Associates Karin Stauber and Christoph Zechner. Partner Kurt Retter worked on all Public Law aspects, with the assistance of Senior Associate Wolfram Schachinger. Tax Partner Niklas Schmidt and Employment Counsel Walter Poeschl were also involved, as was Intellectual Property expert Counsel Roland Marko and Real Property Counsel Karl Binder. The Wolf Theiss office in Prague was involved as well, in the persons of Libor Prokes, Anna Diblikova, Bill Finney, and Pavel Srb.

  • RTPR Allen & Overy Advises on Banco Comercial Portugues Sale

    RTPR Allen & Overy has advised Banco Comercial Portugues, the largest bank in Portugal, on the sale of Millennium Bank to OTP.

    Closing of the transaction will take place after the conditions precedent are fulfilled, including the approval of the Romanian Competition Council and the National Bank.

    RTPR A&O Partner Mihai Ristici and Counsel Alina Stavaru coordinated the RTPR Allen & Overy team of lawyers that offered advice on matters of Romanian law regarding the transaction. Other lawyers on the team included Laurentiu Tisescu, Loredana Boeru, and Bianca Nastase.

    In a statement released by the firm, Stavaru expressed her pride in the deal: “We would like to thank our client for having put its trust in us and we feel honoured for having been given the chance to work on such a sophisticated deal that has involved multiple legal issues for which we had to pinpoint innovative solutions. Our M&A team have thus achieved a record number of 12 transactions signed in the last 12 months. As regards the banking sector in Romania, we believe there is still room for consolidation, which can only be a good sign for the M&A market.”

     

  • Baker & McKenzie Advises on Sale of Ultimo to B2 Holding

    Baker & McKenzie has provided legal advice to the Cypriot company JTV on the sale of its minority shareholding in the Ultimo Group, originally reported on by CEE Legal Matters on July 4, 2014. 

    JTV is associated with Janusz Tchorzewski, the founder of Ultimo, and since 2006 its minority partner. At the same time, the majority partner – a fund from one of the largest private equity groups in the world, managed by Advent International from Boston, USA –  also sold its shares. The buyer is B2 Holding, a Norwegian firm that offers financial services. 

    “We were very pleased to be able to advise on this transaction, especially since Ultimo is a real potentate in the market in which portfolios are offered for sale by banks, telecommunication firms and service providers, and is the leader in the field of debt recovery,” said Tomasz Krzyzowski, a Partner at Baker & McKenzie Krzyzowski & Partners.  

     

  • Triniti Successfully Represents Viasat in Dispute with Estonian Authors Union

    Triniti has successfully persuaded the Estonian Supreme Court to dismiss the Estonian Author’s Union (EAU) appeal for cassation in a dispute with Viasat.

    In 2011 the EAU presented claims against Viasat, requesting that Viasat be ordered to refrain from providing the signal of 42 different television channels to end consumers without obtaining prior permission (in the form of a license) from the EAU, and requesting damages. 

    According to Triniti, “from a legal perspective, the law states that if a television program is transmitted via satellite by a television service provider (i.e. under its control and responsibility), the (unified) transmitter of the television program is the television service provider who must achieve an agreement of transmission of works with the authors in the country of entering the signals into the uninterrupted chain of communication. In that case, the undertaking enabling the service of transmission via satellite (such as Viasat) is only a provider of a technical service and does not itself transmit the programs within the meaning of the Copyright Act. Therefore, [Viasat] does not need to obtain the authors’ consent nor to pay remuneration to them for its activity.”

    The firm also elaborated that, “although the presumption is that primarily the transmitter of the television programs is the television service provider, the authors’ consent is also required for the satellite service provider if that satellite service provider, by its service, makes the television programs available to a wider public than that which was intended by the authors and the television service provider when signing the agreement of communicating the works.”

    The court found that no new public was created by the activities of Viasat and thus that the company was required neither to obtain the consent of the authors nor to pay remuneration to them. In Triniti’s summary, the court ruled that “Viasat is an undertaking enabling the service of transmission via satellite and is not itself transmitting the programs within the meaning of the Copyright Act. In simple words – there are no activities of Viasat that would require consent from authors.”

    Viasat was represented by Triniti Partner Erki Vabamets and attorney Karmen Turk. 

     

  • Siberian Bank Ordered to Pay Microsoft for Copyright Infringement

    The Krasnoyarsk Region Commercial Court has ordered Kansky Commercial Bank to pay RUB 597,700 (USD 16,773) to Microsoft Corporation for the illegal use of the company’s software, the court told RAPSI on Wednesday.

    The court has thus granted Microsoft Corporation‘s lawsuit.

    The Corporation claimed in its lawsuit that during the inspection of the bank in the Krasnoyarsk Region the law enforcement agencies found that the bank illicitly used Microsoft computer software, the court’s press office reported earlier.

    In May 2013, another Microsoft Corporation’s copyright claim seeking RUB 101,000 (app. USD 3,000) against the Russian-German joint venture Autobahn for the illegal use of its software was rejected by the Moscow Region Commercial Court.

    Microsoft claimed in its lawsuit that during the inspection of the venture’s premises in the Moscow Region by law enforcement agencies, nine computers were found to have five unlicensed Microsoft Office programs installed on them. These computers were then confiscated.

    The court rejected the claim, stating that the examination of the protocol of the inspection, as well as the expert’s conclusion, do not sufficiently prove that the unlicensed software submitted for examination was found on the computers confiscated from the defendant. In addition, the defendant stated that the inspection was not held at the address specified in the lawsuit, and Microsoft was not able to provide conclusive evidence that it was.

    Microsoft filed an appeal against the ruling which was later rejected by the Tenth Commercial Court of Appeals.

    This article is powered by our friends at RAPSI.

     

     

  • Varul Partner Elected Chairman of Vilnius Handball Club

    Varul Lithuania has reported that Partner Marius Devyzis has been elected the Chairman of the Board of handball club VHC Sviesa Vilnius, which became the “Vice-Champion” of the Lithuanian Handball League 2013-2014.

    Devyzis takes over the position from Edis Urbanavicus, who was appointed as General Director of Physical Education and Sports Department. 

    According to a Varul press release, HC Sviesa Vilnius has won the bronze medal in the Lithuanian handball championship and has participated in the European Cup tournaments and the Baltic Handball League. Also according to that press release, “Devyzis is a well regarded sports law expert and arbitrator of the EHF Court of Arbitration.”