CEE Legal Matters

Author: admin

  • Varul Obtains Result for Nordea Bank Finland in Tax Litigation

    The Varul Tax Department has successfully represented Nordea Bank Finland’s Estonia branch in a dispute with the Tax and Customs Board. The case concerned legal issues related to tax obligations on foreign companies` permanent Estonian branches, pursuant to statutory amendments which entered into force in 2010.

    According to Varul, in 2012, the Estonian Tax and Customs Board ordered Nordea to pay an additional income tax in the sum of EUR 7.6 million on payments the branch had made to its Finnish headquarters. The Tallinn administrative court and Tallinn circuit court did not accept Nordea`s defenses, and the Tax and Customs Board’s order remained in force. Based on Nordea`s appeal in cassation, however, the Supreme Court annulled the decisions of lower instance courts with its April 19, 2014 judgment. The Supreme Court also annulled the contested tax decision.

    “Though Nordea contested the tax decision the tax authority had made, the case concerns a broader array of legal issues related to the taxation of foreign companies` permanent Estonian branches and the corresponding law amendments that entered into force in 2010, which the Supreme Court judgment finally clarified,“ asserted Kerstin Pilt, the Head of Nordea Bank Legal Department.

    Varul Partner Helmut Pikmets represented Nordea in court, and explained that: “The Supreme Court found that the law amendment was constitutional and the legislator did not aim to change the principles of tax calculation for permanent places of business, but amend the tax object accountancy methodology. However, the tax decision was annulled due to wrongful application of the law. Namely, the Supreme Court found that ‘taking out assets’ in the context of the previous law and new norm implementing provisions had to be considered as taking out only those assets from the permanent establishment  which in economic terms corresponds to payments received from equity, i.e. no other assets are provided for it. In this case, it was not so, because in essence, it was a repayment of a loan, i.e. the permanent establishment`s obligations to the head office decreased in the same amount as the sum paid to the head office.”

     

  • Havel Holasek Welcomes Former Norton Rose Lawyers in Prague

    Havel, Holasek & Partners has issued a statement formally welcoming the team of lawyers joining from the Prague branch of Norton Rose Fulbright, which closed on May 1, 2014.

    As reported by CEE Legal Matters on April 24, the arriving team is led by Partner Pavel Kvicala, who specializes in mergers and acquisitions, corporate law, real estate, banking and financial law, and export finance. Joining Kvicala are lawyers Richard Novak (mergers and acquisitions, corporate law, and export financing), Albert Tatra (international financing and real estate sector transactions), Adam Reznicek (mergers and acquisitions and corporate law), and Eva Buskova (economic competition).   

  • Integrites Defends GlobalMoney Management in Criminal Proceeding

    Integrites has successfully defended the top management and shareholders of GlobalMoney against charges of tax evasion.

    GlobalMoney is the operator, developer, and general agent of a leading European payment system. The company has been operating since 2011, and Integrites claims it is “considered a pioneer in e-money paying on Ukrainian market.” Its management and shareholders were charged under article 212 of the Ukrainian Criminal Code for tax evasion “in especially large amounts” and assignment, and under article 191 of the Code for waste of property.

    According to Integrites, the firm’s lawyers “managed to close the criminal proceedings by proving absence of corpus delicti.” The acquittal resulted in unblocking the company’s business activity and, the firm claimed, “proving the legitimacy of its typical transactions.” 

    Integrites Senior Partner Vyacheslav Korchev obtained the positive result for GlobalMoney, with the support of Counsel Denys Kytsenko and Senior Associate Aleksei Kominarets.

     

  • EPAP Ukraine Achieves Competition Authority Approval for H2 Equity Partners

    Egorov Puginsky Afanasiev & Partners in Ukraine has obtained regulatory approval for H2 Equity Partners’ acquisition of a major European producer of fresh frozen vegetables, fruits and potato products.

    H2 Equity Partners — a leading Western European investment firm — obtained merger clearance from the Antimonopoly Committee of Ukraine for its acquisition of Oerlemans Foods from global food company Vion. The takeover price was not made public. H2 Equity Partners stated that it is looking forward to further reinforcing Oerlemans’ position on the basis of its Dutch and Polish operations.   

    H2 Equity Partners, founded in 1991, is a leading Western European hands-on investment firm, with head offices in Amsterdam and London. The company has approximately EUR 500 million under management and invests in medium-sized companies in Benelux, Germany, and the UK.   

    Oerlemans Foods is a specialized manufacturer and supplier of frozen fresh vegetables, fruit, and potato products. The company has a turnover of approximately EUR 135 million and employs 740 staff. With a range of over 1,000 products and the brands Oerlemans, Keizer, Bio+ and Bauer, Oerlemans Foods focuses on the international foodservice, retail and industrial markets. The head office is located in Venlo, in the Netherlands, and the company has production plants in both the Netherlands and Poland.  

    VION is a Dutch food company which operates internationally. In 2013 Vion realized a turnover of EUR 7 billion. Vion is not listed and has one single agricultural shareholder: the Dutch Southern Agriculture and Horticulture Organization, which has approximately 16,500 members.   

    EPAP’s Competition team was led by Partner Oksana Ilchenko and included Counsel Oleg Boichuk, Associate Oksana Franko, and Junior Associates Nadiya Dmytrenko and Rostyslav Zelenyuk. 

     

  • Dentons Advises ERG Renew on First Polish Investment

    Dentons’ Warsaw office has advised ERG Renew on its purchase of shares in EW Orneta 2 from the Vortex Energy Group. ERG Renew is the largest Italian and a leading European producer of wind energy. 

    According to Dentons, EW Orneta 2 will build a wind farm with a capacity of 42 MW in the municipality of Radziejow, in Poland. The construction project is scheduled to commence in the third quarter of 2014, with a view to coming on stream by mid-2015. The total estimated cost of implementation of the wind farm project is EUR 65 million. The transaction is scheduled to close in July 2014. 

    Arkadiusz Krasnodebski, the Managing Partner of Dentons Warsaw office, commented that “this is the company’s first investment in Poland, and we feel privileged to participate in the introduction of such an important wind energy company to the Polish market.”

    The share purchase was conducted by Dentons Counsel Tomasz Janas, who was supported by Associate Malgorzata Bluszcz. 

     

  • Lawin Advises Ingleby on Acquisition of Latvian Agriculture Company

    Lawin has advised the Danish Ingleby Farms & Forests on the acquisition of shares in one of SIA Agro Duo, a subsidiary of the Danish company Agro Duo.

    SIA Agro Duo is one the largest agriculture companies in Latvia, with holdings exceeding 1,500 hectares. The purchase price was not disclosed.

    The purchase comes as part of a global strategy for Ingleby Farms and Forest, as the country has, in the past few years, acquired land in countries including Argentina, Australia, New Zealand, Peru, and Uruguay, plus over 18,000 hectares of land in Romania.

    The Lawin team included Partner Filips Klavins and Associate Henrijs Niedra. 

     

  • Asset Yield: European Real Estate Event

    Asset Yield: European Real Estate Event

    CEE Legal Matters is excited to attend the first in its series of Asset Yield panel discussions, hosted by Richards Kibbe & Orbe in London this Thursday. In preparation for the event, we sat down with one of the guest panelists at the event, Pawel Halwa, the Managing Partner of the Schoenherr Warsaw office.

    Pawel-Halwa.png

       

    Pawel Halwa, Managing Partner – Warsaw, Schoenherr

     CEELM: Why do you believe the topic to be covered at the London event is particularly interesting these days?

    P.H.: This is a timely event because Real Estate as a sector has been developing in an interesting manner across these jurisdictions and it is interesting to see the various approaches in different markets. Spain is looked at these days because of a growing interest in its distressed assets. In contrast, Poland and Hungary are less so as they tend to still be perceived as emerging markets. Even between the two, it is interesting to see that a while ago, Hungary was slightly more attractive towards investors, these days, Poland seems to have gained an edge – probably because of it size and growing demographics in Warsaw and its very stable economy and Government, as well as the fact that it is still considered an untapped market that hasn’t yet gone through a thorough restructuring process. 

    What makes this event stand out is that it is vertically and horizontally integrated. Vertically up and down the real estate investment experience with banks, advisors, financiers, and lawyers – and horizontally across a real or perceived geographical risk gradient.

    From a personal standpoint, as a lawyer working in a firm present in both of these CEE markets, I look forward to hearing investors’ thoughts on what drives investments into a market, especially in light of the fact that a lot of potential investors are based in London and are increasingly turning their attention to CEE jurisdictions. 

     CEELM: Can you give us a bit of insight as to the main points you expect will be covered at the event?

    P.H.: I expect a considerable part of the conversation to be spent on economic and legal background in investing in Real Estate – looking both at prime and restructuring/underperforming assets. The “usual suspects” in terms of typical questions revolving around Real Estate deals will probably be looked at: how to structure a deal, how to set up the collateral, etc. At the same time, I expect quite a bit of discussion to revolve around banks – both as financers of investments as well as asset holders, with the question mark of whether it is likely to expect any such assets to be sold in the foreseeable future in any of these markets. 

    I also expect a lot of comparison between the markets, especially between Spain and Hungary/Poland in terms of supply and legal structures for deals – the “certainty of deals” so to say. I am also keen to hear people’s perspectives as to what types of assets are most appealing these days such as, for example, whether the highest interest these days is in purchasing commercial real estate asset within or outside a capital city and what drives that choice.  

     CEELM: Spain, Poland, Hungary — why these particular three markets?

    P.H.: Well, Spain is a market that has been hugely popular. These days, it has recently gone through a lot of restructuring, which again attracted the attention of potential investors. Hungary is a considerably smaller CEE jurisdiction with a set up in terms of market as well economic and political structure different than my home jurisdiction – which I believe warrants analysis. Poland is a natural market to look at because it is one of the bigger markets in the region and one that is perceived to be among the most – or maybe it is the most – stable in CEE at the moment. I think the choice of the three will lead to a very interesting discussion in terms of how the different set-ups play out at the moment. I also think it will be fascinating to see what particular aspects from these set-ups will drive deals from an investors’ perspective and what their views are on the various levels of risk and expected return. 

     CEELM: What aspects are you keen to learn about/get views on from the other panelists the most?

    P.H.: I was excited to see a good mix of advisors and investors and I look forward primarily to hearing their views on these markets as a whole at the moment and their prognosis for the foreseeable future. I am naturally most interested in hearing these views for the Polish market but, at the end of the day, markets will compete for deals between each other as a whole as well so it will be interesting to hear where Poland stands relative to other markets at the moment. 

    There are naturally some particular bits and pieces that will be very interesting but I think the general set-up is the main critical point and it is probably best not to take away all the fun for those who will attend the event. 

    Click here to learn more about the Asset Yield: European Real Estate event.   

  • European Commission Acts on FORT Complaint for LREF

    The complaint filed by the Fort law firm on behalf of the Latvian Renewable Energy Federation (LREF) has resulted in action from the European Commission.

    Reacting to the LREF’s complaint, prepared by Fort, the European Union has decided to carry out an in-depth verification of the state aid provided by Latvia to state-owned major natural gas combined heat and power plants (CHP). The Fort-prepared complaint alleged that in responding to the lobbying efforts of the state-owned natural gas processing plants the rules for granting state aid had been continuously ignored, resulting in adverse impacts on the energy sector in general.

    According to a Fort press release, “the Directorate General for Competition of the European Union, after reviewing the complaint drafted by Fort, acknowledged that it is necessary to request explanations from the responsible authorities of Latvia.” Subsequent to receiving the requested information the EC will decide on further actions.

    According to Sandis Bertaitis, a Fort Partner in Latvia, “Commencement of the in-depth verification is a clear signal on the European Commission’s part that this issue is taken seriously and will not be disregarded. In this situation we will put maximum effort in cooperating with the European Commission in order to provide comprehensive information about actual and legal condition of the energy sector of Latvia.” 

     

  • Engarde and EPAP Attorneys at ADR Committee of Ukrainian Bar

    The Ukrainian Engarde law firm has announced that Partner Irina Nazarova has been re-elected to chair of the Ukrainian Bar Association’s Alternative Dispute Resolution Committee. Oleksandr Volkov, an attorney at Egorov Puginskiy Afanasiev & Partners in Ukraine, was elected Deputy Chair of the Committee.

    Nazarova has over 15 years experience in dispute resolution, including commercial litigation, cross-border litigation, international arbitration, and mediation. She has also acted as Of Counsel to the Head of the State Property Fund of Ukraine. 

    Nazarova said of her re-election that: “I am very thankful to all Ukrainian colleagues for the trust that you have placed on me, which I will do my best to stand up to! It is a great honor for me to be elected to the position of the Chair of the Alternative Dispute Resolution Committee of the Ukrainian Bar Association.”

     

  • Schoenherr Hires Lawyer to Head Italy Desk in Istanbul

    Schoenherr has announced the hire of Corporate/M&A lawyer Rosario Sapuppo in its Istanbul office, where he will head the firm’s newly-established Italy Desk.

    The firm expects Sapuppo to apply his expertise in corporate/M&A, foreign direct investments, and international commercial law to support the growing number of Italian firms with business activities and/or investments in Turkey. Prior to joining Schoenherr, Sapuppo was Of Counsel and Head the Italy desk of the Gur Law Firm in Istanbul, and before that the Head of the Turkey desk at the Italian Pavia e Ansaldo law firm. Between 2007 and 2010, he worked in Milan with Studio Legale Padovan, where he focused on international law, commercial law, company law, and cross border transactions. He also founded Milan-based Italian-Turkish Association.

    “Rosario Sapuppo’s extensive experience with the legal issues impacting business ties between Italy and Turkey made him the ideal candidate to head our office’s newly created Italy desk,” says Levent Celepci, a Schoenherr partner and the head of the firm’s Istanbul office. “Italian firms are playing an increasingly important role in Turkey’s trade and investment. With Rosario onboard, we are well-positioned to provide this clientele with the specific legal advice and knowledge they require.”

    The Italy desk in Schoenherr’s Istanbul office is the second in the firm’s 14-office network. The first, which is based in Schoenherr’s Bucharest office, has been headed by Daniele Iacona since its founding in 2008. You can find an interview with Iacona on the topic of the Italian Desk at Schoenherr here.