CEE Legal Matters

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  • Mannheimer Swartling and Herguner Advise on AAK Acquisition of Frita

    Mannheimer Swartling has advised AAK on its agreement to acquire Frita, a frying oil producer in Turkey, from Unilever. Herguner Bilgen Ozeke acted as local counsel on the deal.

    AAK’s acquisition is an add-on to AAK’s Unipro acquisition in the third quarter of 2013. The value of the transaction was not disclosed.  

    AAK’s President Asia, CIS and Middle East Torben Friis Lange is enthusiastic about the acquisition. “Frita has a very good reputation in Turkey and AAK Turkey already covers 80 percent of the Frita customers with our current bakery distribution,” he said. “By acquiring Frita, we will extend AAK Turkey’s product offerings.” The impact on AAK’s operating profit is expected to be limited.   

    Frita had revenues of approximately SEK 75 million in 2013.  

    AAK is one of the world’s leading producers of high value-added specialty vegetable fats and has production facilities in Denmark, Mexico, the Netherlands, Sweden, Great Britain, Uruguay, and the US. The company is listed on NASDAQ OMX Stockholm.  

    Mannheimer Swartling’s team was led by Niklas Bogefors, who was primarily assisted by Isabel Lindeberg.  

     

  • KSB Prepares “Unique Legal Arrangement” for J&T Bank’s Perpetual Bonds

    Kocian Solc Balastik (KSB) has advised J&T Banka on what it calls a “unique legal arrangement” in the Czech Republic: issuing bonds that offer investors a fixed yield with no maturity date. 

    J&T Banka is a Czech private full-service bank that was established in 1998.

    According to KSB, “stricter requirements on a bank’s capital structure have resulted in banks issuing hybrid instruments such as perpetual bonds, which are counted as Tier 1 capital. This marks the first time such an instrument has ever been issued in the Czech Republic. A number of issues had to be resolved beforehand, however, such as the legal structure and acceptability for the regulator.”

    The firm reports that preparation work for perpetual bonds was more challenging than that for standard securities, but the process “culminated at the end of June 2014 when the Czech National Bank approved the prospectus and the perpetual bonds were offered to preselected investors.” KSB reports that interest of the preselected investors is said to be strong.

  • Sorainen Advises ALPIQ on Merger of Lithuanian Subsidiary

    Sorainen has been advising ALPIQ, a leading Swiss-based European energy company, on a cross-border merger of its Lithuanian subsidiary into a European Company (“Societas Europaea”) registered in the Czech Republic.

    The new company will be registered under the business name ALPIQ ENERGY. Sorainen advised on matters including the transformation of the legal form of the Lithuanian subsidiary in preparation for the merger.

    According to Sorainen, “the merger is a part of Alpiq Group´s strategic efforts to centralize its trading activities in the CEE region and the Baltics under ALPIQ ENERGY in order to benefit from synergies within the energy portfolio, integration of teams and know-how.”

    The Sorainen team was led by Partner Algirdas Peksys, and included Associates Agniete Venckiene and Evaldas Dudonis.

     

  • GBLP Advises AB Krasny Gold Fields on JV with GV Gold

    Goltsblat BLP, the Russian practice of Berwin Leighton Paisner, has supported Krasny Gold Fields on a joint venture in the Irkutsk region with one of the key gold producers in Russia, the GV Gold open joint stock company.

    Under the terms of the agreement, GV Gold may earn up to a 51% interest in the joint venture — named the “Krasny Project” — by financing an in?fill exploration program. Signing of the agreement means that the parties have agreed to the final details of the deal structure and the exploration program.

    Krasny Gold Fields is a subsidiary of Kopy Goldfields, listed at NASDAQ OMX First North in Stockholm, which is a gold exploration and production company operating in one of the most gold rich areas in the world; Lena Goldfields, Bodaibo, Russia. The company holds 100% of 11 bedrock exploration and production licenses on 1,963 square kilometers. The target for Kopy Goldfields is to create value by identifying and acquiring high potential gold projects, prospect and explore them until the stage when it can be either sold out for cash or developed in cooperation with another partner under JV agreement.

    Goltsblat BLP’s team was led by Partner Anton Sitnikov, assisted by Partner Matvey Kaploukhiy. The team also included Partners Ian Ivory and Kyle Davis and Senior Associate Nikolay Kholshev.

     

  • FBK Advises COBA International on Acquisition of SEC Profiles

    FBK has advised COBA International Holding Company in its acquisition of the Russian SEC Profiles manufacturer of plastic construction materials.

    COBA International is one of the largest European companies in the production, delivery and sale of polymer materials and thermoplastics. Following the transaction, Samara-based SEC Profiles will receive investment in equipment and tools, IT-infrastructure, and business processes. COBA also plans to provide additional production technology. The new company will be named COBA SPK Profiles. 

    According to the firm’s Head of Commercial Practice Andrew Shkadov, FBK’s advise revolved around registration and transaction structuring.

     

  • Wardynski & Partners Achieves Victory in Wrongful Detention Case

    Wardynski & Partners attorney Zuzanna Rudzinska-Bluszcz has won a claim of wrongful detention on behalf of a client she represented pro bono.

    The Plock Regional Court determined in a ruling of July 10, 2014, that Boguslaw Pyrak had been wrongly detained for over 12 months, and awarded Pyrak nearly PLN 145,000 (approximately EUR 35,000) in damages.  

    Pyrak’s case dragged out over two decades. According to a Wardynski & Partners press release, “in the 1990s [Pyrak] was accused of committing offences related to his operation of an agricultural cooperative, including theft, fraud, and using forged documents. According to the courts which ordered Pyrak to be held under arrest, he obstructed the proceedings by presenting questionable medical certificates alleging that he was ill. But the Helsinki Foundation for Human Rights submitted an opinion as amicus curiæ showing that the position of the courts was prejudicial to the accused, and the evidence did not demonstrate that there were grounds to hold the accused pending trial.  The criminal case ended in August 2012 with an acquittal by the Plock Regional Court. During the proceeding, the courts twice returned the indictment to the prosecutor to make up gaps in the evidence. In 2008, while the criminal case against Pyrak was still pending, the European Court of Human Rights issued a judgment finding that Pyrak’s detention violated numerous standards of the European Convention on Human Rights. The ECHR pointed out that the Polish court had not considered less restrictive measures, and for example had rejected a personal guarantee offered by Dr Marek Edelman, the late cardiologist and former leader of the Warsaw Ghetto Uprising, and Senator Waclaw Strazewicz.”

    According to Rudzinska-Bluszcz, “Boguslaw Pyrak sought moral damages for the injury he suffered, primarily in the form of violation of his personal dignity and deterioration of his health. He also sought damages for his financial loss, including lost profit in the form of the income from his farm, as well as the cost of treatment because of the health problems he suffered while being held in jail for over a year.”  

    The judgment is not yet final, and Rudzinska-Bluszcz says that because the judgment did not grant all of the relief sought, she may consider filing an appeal after reviewing the court’s written decision.

     

  • ITEM Represents Alcatel Lucent in Successful Challenge to SIPO Ruling

    The Slovenian ITEM law firm has successfully represented Alcatel Lucent in a challenge to the decision of the Slovenian Intellectual Property Office (SIPO) to refuse to protect Alcatel Lucent’s “LIGHT RADIO” mark in Slovenia.

    In July 2011 Alcatel Lucent had applied to register the international word mark LIGHT RADIO for goods in Class 9 of the Nice Classification, namely “telecommunication apparatus, equipment and software”. The mark designated several countries, including Slovenia. In November 2011 SIPO issued a provisional refusal of the mark on the grounds that it was devoid of any distinctive character, it deceived the public, in particular as to the nature, quality or geographical origin of the goods, and it served, in the course of trade, to designate the kind, quality, quantity, intended purpose, value, geographical origin or time of production of the goods, or other characteristics of the goods.

    SIPO did not provide any specific reasons for the provisional refusal, and did not clarify which part of the sign was allegedly devoid of any distinctive character and why (nor did it state that the sign as a whole was devoid of any distinctive character); it did not explain which characteristics of the goods were allegedly designated by the mark and why; and it did not provide reasons for the alleged deceptive nature of the mark. SIPO invited Alcatel Lucent to respond to its provisional refusal, but in May 2012, after considering Alcatel Lucent’s response, SIPO refused the mark for “telecommunication apparatus and equipment” (but did grant protection to the mark for “software”). 

    In July, 2012, Alcatel Lucent filed an administrative action before the Slovenian Administrative Court arguing that SIPO had failed to provide the specific facts and reasons underlying its provisional refusal, and should have done so before issuing its final decision. In doing so, according to ITEM, “SIPO … breached its duty to enable it to protect and enforce its rights in the best possible way, thereby acting contrary to the law.”

    The Administrative Court agreed, holding that SIPO had violated applicable administrative procedure provisions. The Court set aside SIPO’s decision and remitted the case back to SIPO for further determination. Upon Alcatel Lucent’s restriction of the goods for Slovenia to: “telecommunication apparatus, equipment and software, except radio sets”, SIPO granted protection to the mark. 

    According to ITEM lawyer Katja Kovacic, “the case revealed a deficiency in the Slovenian trademark examination procedure, as SIPO failed to provide specific facts and reasons for its provisional refusal. However, since this administrative dispute was initiated, SIPO has improved its practice and has begun to provide concrete reasons for provisional refusals.

     

  • GLIMSTEDT Appeals Court Ruling on Private Copying Levies

    The Estonian office of Glimstedt has appealed a victory by the Estonian government in the Tallinn Administrative Court involving a challenge to Estonian “fair compensation” regulations for artists.

    In this matter, Glimstedt is representing three “collective societies” of authors, performers, and producers, who claim that Estonian regulations regarding the levies applied on traditional blank media have failed to keep pace with modern technologies, and thus violate EU Directive 2001/29 and Estonian national laws providing for “fair compensation.”

    A Glimstedt press release explains that: “In Estonia such compensation has been provided mostly as levies on traditional blank media – audio and video cassettes, CDs and DVDs. However, remuneration limited to these media could be considered as fair only in the beginning of last decade. Today most of copyrighted material is copied to and by absolutely different digital media and devices – USB and memory cards, mobile phones with MP3, hard discs, set top boxes, etc. all of which clearly make it possible to make private copies. As a result, levies have been applied to these carriers and devices in many European countries. Therefore, the existing legal regulation in Estonia is completely out of date. This lack of fair compensation violates legal rights and legitimate interests of authors, performers and producers, undermines creative industries and reduces their economic input to national and European economy, and ruins these countries’ cultural heritage.”

    Glimstedt’s clients filed the initial action against the Estonian government in the Tallinn Administrative Court in the beginning of 2013. The court of first instance rendered its decision for the government in June 2014. Glimstedt has announced its plans to appeal that decision. Partner Priit Latt claims that the judgment “is a dangerous precedent which in case of entering into force will reduce the protection of copyright holders against arbitrary actions taken by the government.”

     

  • Hedman Partners Advises Wise Guys Investments

    The Estonian Hedman Partners law firm has provided general advice to Wise Guys Investments, an investment firm operating the technology start-up accelerator Startup Wise Guys.

    According to Hedman Partners, Wise Guys “was founded 2.5 years ago by Estonian private investors with a focus on investing in start-up companies with high potential in the technology sector. Wise Guys Investments has launched an accelerator program for discovering appropriate investment opportunities, the program’s three cycles have thus far yielded investments into 24 companies in 15 countries around the world.”

    Maris Prii, Executive Director of Wise Guys Investments, explained the general nature of the company’s mandate to their law firm: “It is Hedman Partners’ role to verify and confirm the compliance of all follow-up agreements involving the companies in our portfolio.”

     

  • Boyanov & Co. Advises Vayant Travel Tech on Lufthansa Investment

    Boyanov & Co. law firm has announced that it advised Vayant Travel Technologies Inc. on obtaining an unspecified investment from Lufthansa.

    According to Boyanov & Co., “Vayant Travel Technologies has been funded since 2007 by a group of private investors and venture capitalists including Neveq and Cape Capital.”

    The firm reports that the deal involved several transaction documents governed by Delaware law, and that “although the company is registered in Delaware it does business through a Bulgarian subsidiary which employes about 40 software engineers.”

    Boyanov & Co.’s team was led by Partner Damian Simeonov, who “advised Vayant on all aspect of the transaction and coordinated the work of Delaware lawyers.