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  • GT Represents Global Coordinators and Lenders in Revolving Credit Facility for KGHM Polska Miedz

    Greenberg Traurig has represented a group of banks in connection with a USD 2.5 billion unsecured revolving credit facility for KGHM Polska Miedz. 

    The group included Credit Agricole Corporate and Investment Bank, Credit Agricole Bank Polska, Bank Zachodni WBK, Santander Bank, Bank Pekao, Bank Handlowy w Warszawie, and Bank PKO BP, all acting as Global Coordinators, as well as other lenders. 

    According to Greenberg Traurig, “the credit facility will be used to finance general corporate goals, including investments, of the KGHM Polska Miedz S.A. Capital Group, as well as refinancing KGHM International’s indebtedness.”

    The Greenberg Traurig team for the transaction included Shareholders Jaroslaw Grzesiak and Andrzej Wysokinski and Local Partner Aleksander Janiszewski from the firm’s Warsaw office, and Shareholder Emma Menzies and Associate Gary Bellingham from the firm’s London office.

     

     

  • Vasil Kisil & Partners Advises EU on Granting Macro-Financial Assistance to Ukraine

    Vasil Kisil & Partners has announced that the firm acted as a sole legal advisor to the European Union on granting of this macro-financial assistance to Ukraine.

    In May 2014, the Memorandum of Understanding and the Loan Agreement were entered into by Ukraine, as a borrower, the National Bank of Ukraine, as an agent to the borrower, and the European Union, as a lender regarding the loan in the total amount of EUR 1 billion. Both above documents were ratified by the Ukrainian Parliament on 20 May 2014. The first installment of the macro-financial assistance was transferred to the state of Ukraine on 17 June. The outstanding amount of the loan is expected to be granted within the course of 2014. 

    Vasil Kisil & Partners advised the European Union represented by the European Commission, on the Ukrainian law and international law matters of the transaction. In particular, the lawyers were actively involved in drafting of the transaction documents, controlled fulfillment of conditions precedent to completion of the transaction and issued a legal opinion in favor of the lender.

    The transaction team was led by the firm’s partners Yulia Kyrpa and Denis Lysenko and included associates of Banking and Finance Practice Group Denys Kulgavyi and Olena Nikolenko.

    This article is powered by our friends at UJBL.

     

     

  • Court Voids Budapest Bar Elections

    At the end of June, 2014, the Metropolitan Court of Budapest declared the resolution appointments of the most recent Budapest Bar Association elections void. 

    The original balloting, conducted on February 21, 2014, for a total of 129 positions, led to the re-election of President Laszlo Reti (Partner at Reti, Antall & Partners, working in cooperation with PwC), who has held the office since 2006. The group that filed the claim successfully challenging those results was led by lawyer Beatrix Bartfai (Partner at Sarhegyi & Partners).

    Background

    According to Peter Koves, Vice-President of the Budapest Bar Association and Partner at Lakatos, Koves & Partners, the group led by Bartfai proposed candidates at the previous elections in 2010, but at the time only with regards to positions primarily in the disciplinary committee. This time around, they “proposed mainly inexperienced candidates for all 129 positions” (ranging from the presidency, vice-president positions, to chairs of the various committees and the Budapest Bar representatives to the so-called “Full Board of the Hungarian Bar Association”) and “when 126 of their candidates were not elected they challenged in court the result of the election.” 

    When contacted, Bartfai explained that her group simply wasn’t as able to make itself heard in the past: “In 2010 the group now known as ‘Ugyvedi Osszefogas’ (‘Attorneys’ Alliance’) did not exist in its present form as a professional movement – it was not as organized as it is now and did not have as many members and supporters as it has today.” She explained that, “although our goals had ever since been the same, we could not stand up for the attorneys’ real interests those days as we did this year.”

    With regards to the mission of the Attorneys’ Alliance, Bartfai commented, “our intention was to make a transparent, answerable 21st century Bar. – The current organization and operation of the Budapest Bar is obsolete, which even its own members try to keep as distant from themselves as possible. The way the Budapest Bar appears to its members is through the regular payment obligations and the threat of its disciplinary powers. We firmly believe that the Bar should be for its members and not the members for the Bar.”

    Prior to the elections in February, according to Koves, an “unprecedented campaign” — including posters throughout the city — was carried out by Bartfai’s group. “What tram passengers had to do with the Budapest Bar elections is beyond me,” Koves stated. And the stakes were high in the election: “The Budapest Bar Association is by far the largest in Hungary — over 10 times bigger than the second largest one — and there is also a gentleman’s agreement between the different Bars that the President of the Hungarian Bar Association is nominated but the Budapest one.”

    The result of the massive campaign was the highest turnout in the Bar’s history, with close to 2,500 lawyers (out of a total of approximately 5,500) attending the elections. Nonetheless, the challengers lost to the incumbent, who secured a two-third majority of the votes. The results were then contested in the Metropolitan Court of Budapest. 

    Bartfai explained the reasons for the challenge: “The regulations relating to the election process were explicitly and severely violated, which were mostly found in the award of the Metropolitan Court, as well. For instance, despite the regulations of the Bar, the votes were not counted continuously, those entitled to count the votes were not continuously present upon counting, but delegated such tasks to unauthorized persons having no due responsibility. Such violations of law might have been alarming even for lay persons, but legal professionals simply could not abandon them.”

    The Ruling

    The challenges presented to the courts focused on a number of aspects, including the fact that the election and vote counting Committees were not constituted in line with the Rules of the Bar and several conflicts of interest were raised in relation to the membership of the committees themselves. These were rejected by the court, but Koves explained that the court overturned the resolutions announcing the election results on two other “technical” bases: 

    First, according to Koves, “there could be an interpretation of the election rules according to which the counting of the ballots cannot be interrupted. However, with a maximum 15 members of the counting committee — a limitation imposed by the election rules as well — this is simply not feasible.” Koves explained that “according to the court itself, there were about 800,000 votes that had to be counted (around 2,500 votes on 129 positions, many of which had more than 2 — and even up to 50 — candidates competing for them). Because of this, the counting lasted 5 days but every precaution was taken at the closing of a counting day: ballots were sealed, stored, photo-recorded, and were found untouched the next day.”

    Second, Koves explained, “in order to expedite the counting, each member of the vote counting committee was assisted by one admin person from the Bar, who kept a record of individual votes. The interpretation of the court on this was that vote counting was also done by non vote counting committee members, which breaks the election rules.”

    According to Koves, the Metropolitan Court, in its ruling, stated that the election process was carried out properly and that the results themselves cannot be contested, however, because of the two technical rules being breached, the 129 resolutions of appointment following the elections were declared void. Koves explained that “the Judge admitted that the specific rules were not critical but because he had to respect the autonomy and self-governing of the Bar Association, there is limited scope for a court to step in and prioritize rules, making the decision unavoidable.”

    What’s Next

    The decision will be appealed in a higher court. Until then it is “business as usual” for the Budapest Bar, according to Koves, who said that one of the main arguments for the incumbent group will be that, “even from the previous court ruling, it was clear that the votes outcome itself was not affected by the breaches, meaning there is no reason for rendering the election void.”

    With regards to the appeal, Barfai’s commented, “should the appellate court duly base its ruling on the relevant laws and regulations, it cannot resolve otherwise than confirm the Metropolitan Court’s findings on the violations of law perpetrated during Budapest Bar 2014 elections.”

    On the other hand, while the Bar Vice-President is optimistic about the appeal outcome, he believes that even should the appeal fail, all that would happen would be a re-counting of the votes which, according he believes, would lead to the “exact same results.” Bartfai, however, believes that ,“as the court annulled the Bar resolutions on the elections, the elections should definitely be repeated.“ 

     

  • AstapovLawyers Advises Sportmaster

    AstapovLawyers has advised Sportmaster, a major CIS sporting goods and equipment retailer, on various corporate and employment matters in Ukraine.

    Sportmaster Group has over 300 branded sporting goods supermarkets and hypermarkets. According to AstapovLawyers, “Sportmaster is among the top 3 European sporting goods retailers, and also enters the top 12 global sporting goods retail chains.”

    AstapovLawyers reports providing legal advice on corporate and labor law, assisting in drafting of corporate documents and resolutions, providing support in negotiations, and advising Sportmaster on potential risks and the ways to mitigate them.

    The AstapovLawyers team was led by Partner Oleh Malskyy and Senior Associate Maksym Uslystyi. 

     

  • DLA Piper Advises UBM on Conversion and New Issue of Bonds

    DLA Piper has advised the UBM Realitatenentwicklung Aktiengesellschaft (UBM) on the successful placement of a EUR 160 million corporate bond. Corporate Partner Christian Temmel acted as transaction counsel for the joint lead managers Raiffeisen Bank International, IKB Deutsche Industriebank, and the issuer.

    The bond, with a term of five years, was offered to private and institutional investors and placed particularly in Austria, Germany and Luxembourg. “A bond exchange was combined with the new issue of a bond – that’s unique,” said Temmel, who is head of the capital markets practice in the Vienna DLA Piper office.

    Investors of UBM bonds issued in 2010 and 2011 have exchanged them in the nominal value of more than EUR 70 million into a new loan, and after the exchange offer, again almost EUR 90 million on the capital markets were recorded during the cash subscription possibility. The offer was made on the basis of a prospectus approved by the Austrian FMA, which was notified in Germany and Luxembourg. In addition, the new bond was offered at the Frankfurt Stock Exchange.

    Temmel was enthusiastic about the deal. “This is the very first transaction of this type on the Austrian capital market. We are very pleased that we were appointed to once again advise UBM on a bond issue and develop this very complex structure. This very successful transaction shows that companies with excellent reputation and sustainable business, such as UBM, can be successful on the capital market even in volatile times.” 

     

  • Glimstedt Advises on Chinese-Belarusian Industrial Park

    The Minsk office of Glimstedt has reported that it advised government and business representatives of the People’s Republic of China on their investment in a Belarusian-Chinese industrial park in the Smolevichy district of Minsk.

    Glimstedt describes the industrial park — named the “Great Stone” park — as, “a territorial unit area of about 91 square kilometers with a special legal regime to ensure the most comfortable business environment.”

    The firm reports that the park is expected to host both industrial and residential areas, offices and shopping malls, and financial and research centers. Ultimately, according to the firm, “it is about construction of a modern international eco-city, with a focus on high-tech and competitive innovation industries with high export potential.”

    Property in Great Stone is available for investors from all countries — “regardless of country of origin of the capital” — and will be made available either for purchase or rent. Glimstedt also explained that the property “is guaranteed by both national legislation and international agreements and special obligations. In addition, investors are given unprecedented privileges and preferences, formed a separate and independent government body, performing comprehensive administrative support to the principle of ‘one stop.’”

    Vitaly Kachellya, the Managing Partner of Glimstedt in Belarus, is expansive in his description of the park: “The global experience of industrial parks shows that it is an effective tool for the creation and implementation of production projects. The first industrial park in the world was established in 1896. English financier Ernest Tera Hooley acquired land along the sea channel in Manchester, creating in this area famous worldwide Trafford Park, one of the first residents of it was Henry Ford…

    For Belarus, the creation of the industrial park is a unique project that can get rapid development thanks to the accumulated positive world experience. Glimstedt practice shows that in Belarus can be successfully implemented green field projects, which, coupled with the concept of the park, its location, the availability of skilled labor and the provision of essential benefits and preferences promises high profitability.

    ‘Great Stone’ has just started. To be pioneers in some aspects is not easy, but we, as a legal partner willing to support residents at any stage. It is important to bear in mind that in the future it can be difficult to come into these globally significant projects because of a higher threshold compared to that offered today.”

     

  • Sorainen Advises MG Valda on Acquisition in Uzupis

    Sorainen has announced that its Lithuanian office advised the MG Valda real estate developer on its acquisition of a 1.24 hectare site in Uzupis.

    The site — which was acquired through a subsidiary — encompasses the buildings of the former Vilija textile factory. According to Sorainen, MG Valda plans to build a “prestigious residential complex” to be called “Uzupio Krantines” (Uzupis Waterfront), on the site.

    Sorainen Partner Ausra Mudenaite and Senior Associate Giedre Frolenkiene led the team on the deal.

     

  • Debevoise Represents Mobile Telesystems Against Uzbek Government

    Debevoise & Plimpton has issued a press release affirming its representation of Mobile Telesystems (MTS) against the Uzbek government before the International Center for the Settlement of Investment Disputes (ICSID).

    The matters — which was initially registered at the ICSID in November, 2012 — involves MTS’s claims that the Uzbek government forcefully bankrupted its business, revoked its license, confiscated its property, and imposed punitive sanctions.

    The Uzbek government is represented before the ICSID — a member of the World Bank Group — by the U.S. law firm Boies, Schiller & Flexner.

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  • The GC Best Practices Survey is Now Live

    We are happy to announce the launch of the Corporate Counsel Best Practices Handbook survey.

    Based on the input from the CEE Legal Matters General Counsel Advisory Board, we have developed a survey to collect General Counsel best practices. We have already started sending invitations out to our network and the survey — which takes about 10 minutes to complete — survey can be found here.

    All General Counsel and Heads of Legal participating in the survey will have the opportunity to receive a free copy of the report in an electronic or hard copy format.    

    The Survey Sponsors for this research project are: Edwards Wildman, CMS Reich-Rohrwig Hainz, Freshfields, and Tuca Zbarcea & Asociatii

  • FCLEX Represents Interests of Finance and Credit Bank

    Law firm FCLEX has successfully protected the interests of Finance and Credit Bank in a dispute with the companies of Cheese Club Group in the Commercial Court of Kiev.

    By the decisions dated 7 July and 9 July 2014, the court confirmed the bank’s ownership title to the property of JSC Svitlovodskyy maslosyrkombinat, a milk production company (Svitlovodsk, Kirovograd Region), JSC Bobrovitskiy Molokozavod, a milk processing company (Bobrovytsia, Chernihiv Region) And JSC Molochnokonservnyy Zavod, a milk and preserves processing company (Talne, Cherkasy Region).

    Back in 2013 Finance and Credit Bank initiated five lawsuits against the group of companies Cheese Club with the legal support of FCLEX. Besides the above companies the bank demanded recognition of ownership title to the property complexes of JSC SOMMAS (Myronivka, Poltava Region), and JSC Karlivs’kyy zavod suhoho moloka. a milk powder production company (Karlivka, Poltava Region), which were mortgaged to JSC Svitlovodskyy Maslosyrkombinat and JSC Bobrovytskyy Molokozavod. The lawsuits were filed within the dispute between Finance and Credit Bank and the group of companies Cheese Club under debt collection of more than USD 34 million, which had lasted for years. 

    In 2013 through the efforts of the FCLEX team the court ruled a decision in favor of the bank in relation to the case of JSC Plant Karlivs’kyi zavod suhoho moloka (milk powder production company) and JSC SOMMAS which was left unchanged by the following instances. Thus, the bank took over the 5 property complexes within collection of the debt from the group of companies Cheese Club. 

    The Finance and Credit Bank was represented in court by FCLEX Partner Oleg Malinevskyy and lawyer Andriy Ivaniv.

    This article is powered by our friends at UJBL.