CEE Legal Matters

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  • Gide Partner Appointed President of LES International

    Gide Partner Arnaud Michel has been appointed President of LES International (Licensing Executives Society) at its international delegates assembly, held in Moscow on May 18, 2014.

    According to Gide, “LES International (LESI) is one of the main international organizations active in the field of intellectual property, recognized worldwide by patent offices, national authorities, and the European Commission. Its 10,000 members globally are grouped into 32 national and regional societies, covering over 100 countries. Its object is to promote and advance intellectual property rights, in particular through technology transfers and licensing. LESI members are drawn from the industrial sector, intellectual property rights development companies and liberal professionals alike, all active in the field.”

    Michel has been a Partner at Gide since 1988, and he headed the firm’s Brussels office from 1986 to 1993. He is also an expert to the World Intellectual Property Organization, a member of a number of professional organizations, the President of LES France from 2002 to 2004 and the President of APRAM (the Association of Trade Mark and Design Law Practitioners) from 2000 to 2001. 

    Of his appointment, Michel said: “The strength of LES International comes from its deep roots in industry. It is an honor and a challenge to chair this impressive IP organization, in a world where the role of IP is constantly growing and changing.”

     

     

     

  • Schoenherr Advises VC-Leasing International on Sale of Subsidiaries

    Schoenherr has advised VB-Leasing International (VBLI), the joint venture between Osterreichische Volksbanken (OVAG) and German VR-Leasing AG, on the sale of VB Leasing Poland and VB Leasing Romania to the Polish company Getin Holding.

    The relevant agreement was executed on May 15, 2014. According to Schoenherr, the sale is “another milestone in the two companies’ strategic re-alignment to focus on their core business.” The sale of the remaining subsidiaries of VBLI remains ongoing.

    Vienna-based VB-Leasing International has been a well-established equipment leasing provider in Central and Eastern Europe for 20 years. It owns eight subsidiaries in the Czech Republic, Slovenia, Croatia, Poland, Romania, Serbia, Slovakia and Bosnia-Herzegovina. OVAG and VR-Leasing-AG started the sales process for VBLI in 2013.

    VB Leasing Poland is one of the ten biggest leasing companies in the Polish market with 13 branches. It is the largest single-country subsidiary within the VB-Leasing International Group. In 2013, its annual profit before taxes stood at EUR 25.8 million. VB Leasing Romania ranks among the top six leasing companies in Romania and generated an annual profit before taxes of EUR 12.9 million in 2013.

    Subject to approval of the Polish and Romanian authorities, closing should occur during the remainder of 2014. At closing, Getin Holding will replace 100% of the shareholder funding of the two companies at par (including accrued interest).

    The Schoenherr team was led by Partner Sascha Hodl, assisted by attorney Thomas Kulnigg. Partners Pawel Halwa and Madalina Neagu handled the Polish and Romanian law aspects.

    Ithuba Capital and Deloitte also advised OVAG and VR-Leasing AG

    Getin Holding was advised by Domanski Zakrzewski Palinka in Poland and Tuca Zbarcea & Asociatii in Romania.

  • Divjak, Topic & Bahtijarevic Advises Dogus Group on Transforming Croatian Factory into Luxury Hotel

    Divjak, Topic & Bahtijarevic (DTB) has advised the Dogus Group on its assumption of majority control of Tenos Ltd.

    Tenos — which before the transaction was owned by Croatian businessman Zdenko Zrilicwhich — owns a former factory in Zadar, in the northern Dalmatian region of Croatia. The Dogus Group plans to develop a five-star hotel and exclusive residential area on the property. In the process the firm advised on the closing of a transaction which included sensitive loan restructuring and subscription issues and an anticipated debt to equity swap. Upon completion of all anticipated phases of the deal, Dogus Group will have invested more than EUR 40 million in this newest purchase. 

    DTB expects Dogus’ investments in Croatia to exceed EUR 400 million by the end of 2014.

    DTB Partner Mate Lovric led on the deal, with assistance by Senior Associate Ozren Kobsa. Lovric explained that: “This project is to make room for Dogus’ leading position in terms of Zadar’s tourist offer. The Dogus Group already has two marinas in Zadar (Marina Dalmacija and Marina Borik), they already have one luxury hotel in Dubrovnik, and one hotel is currently being developed in Sibenik. Most importantly, the former Maraska factory-made-five star plus hotel will completely change the Zadar city scenery.”

     

     

  • Wolf Theiss Advises Helvetia on Takeover of Basler Versicherungs-Aktiengesellschaft

    Wolf Theiss has advised the Swiss Helvetia-Group on the company’s purchase of the Basler Versicherungs-Aktiengesellschaft – a subsidiary of the Swiss Baloise Group – in Austria, in the process increasing its capacity in Austria by approximately 50%.

    With approval of financial market and competition authorities, the transaction is expected to close in the second half of 2014, and will make Helvetia one of the ten biggest insurance groups in Austria – with a total volume of premiums of about EUR 400 million.

    Wolf Theiss’s team was led by Partner Claus Schneider, supported by Senior Associate Matthias Schimka. Consultant Christine Siegel advised on supervisory standards, and Counsel Jochen Anweiler addressed antitrust questions.

     

     

  • Asters Adds New IP Partner

    Asters has announced that IP lawyer Julia Semeniy is joining the Ukrainian firm as a Partner as of May 19, 2014.

    Semeniy specializes in Intellectual Property law, including protection against unfair competition, media-law, and IP-related dispute resolution.

    Semeniy joins from competitor Konnov & Sozanovsky, where she was also a Partner. According to Asters, Semeniy has “represented the largest foreign and Ukrainian companies on the implementation of complex projects in the area of IT, brand protection and anti-cybersquatting, licensing and legal protection of intellectual property in the field of media and entertainment, TV and film production, automotive production, beverages and food production.”

    Asters Managing Partner Oleksiy Didkovskiy said of the addition that: “We are delighted to welcome Julia as a new partner and we are proud that now our intellectual property practice will be enhanced by so knowledgeable and respected expert. I believe that thanks to Julia Asters will strengthen its leading position in the market.”

     

     

     

  • Baltic Firms Take Sides in ECJ Dispute

    Spilbridge has announced its role in a dispute involving the appropriateness and effectiveness of a freezing injunction and receivership order by the English High Court.

    According to the Latvian firm, proceedings initiated in the High Court in London by Antonio Gramsci Ltd. and others against Aivars Lembergs, et al, resulted in a 2013 world-wide freezing injunction and a receivership order in support of the freezing injunction. A year later both orders remain unenforced in Latvia. Spilbridge has argued on behalf of its clients that the High Court’s injunction and order concern persons (and their assets) that are not involved in the proceedings, and thus that their enforcement is “manifestly contrary to public policy in Latvia.”

    Lawyers from LAWIN, Sorainen, BLS Kronbergs & Cukste argued in opposition.

    The Latvian Supreme Court has decided to refer the matter to the Court of Justice of the European Union for a preliminary ruling concerning the enforcement of the freezing injunction, and the enforcement proceedings of the receivership order will remain stayed pending a discharge application in the High Court in London.

    Spilbridge explained that “it is hoped that the ruling of the Court of Justice of the European Union will render unenforceable in the European Union such freezing injunctions and receivership orders that affect such persons (and their assets) that are not involved in the proceedings before the English court.”

     

     

  • Buzescu Successfully Represents Wizz Air in High Court

    The Buzescu law firm has secured a victory in the Romanian High Court on behalf of Wizz Air in a dispute against Timisoara Airport and Carpatair.

    The dispute revolved around a Marketing Agreement, according to the firm, which obliged the Airport to pay certain marketing fees, calculated as a function of the increase of the passenger traffic to Wizz Air. The Airport was contesting the value requested based on Wizz Air’s calculations. At the same time, Carpatair, a Romanian competitor to the Hungarian low-cost airline, argued that the Marketing Agreement disguised state aid granted to Wizz Air via the Airport, where the Romanian State is a controlling shareholder. The High Court dismissed the appeals filed by both Timisoara Airport and Carpatair. 

    Carpatair was represented by Tuca Zbarcea & Asociatii and Timisoara Airport by Vilau & Mitel. 

    Image source: Przemyslaw Szablowski / Shutterstock.com

  • bpv Braun Partners Advises on Construction of Slovakian Arena Complex

    bpv Braun Partners is providing legal advice on the construction of a multipurpose City Arena complex in Trnava, Slovakia.

    The complex will be built on the site of an obsolete football stadium in the Western Slovakian city. The project consists of the new Anton Malatinsky Stadium, a 23,600 square meter shopping center, a 600-seat multiplex cinema, 1000 parking spots, and 2,670 square meters of office space.

    Igor Augustinic, Partner and Head of bpv Braun Partners’ Bratislava office, explained that “the tenant mix and contracts concluded thus far show that this project has the potential to become one of the most successful regional shopping centre projects in Slovakia.”

     

     

  • Spilbridge Prevails in Kurzeme Regional Court

    The Latvian Spilbridge law firm has prevailed in the Kurzeme Regional Court in a case involving the Latvijas Naftas Tranzits company and the Ventbunkers oil products transfer terminal at Latvia’s Ventspils port – one of LNS’s major shareholders.

    The Court ruled, according to Spilbridge, that “the State Revenue Service was wrong in penalizing the Management for concealing the annual accounts in circumstances where the shareholders had not approved them at shareholders’ meetings.”

    No other details were provided.

    The companies were represented by Spilbridge Senior Associate Andrejs Eglitis and Associate Benita Balana.

     

     

  • DLA Piper Advises on Scottish Football Team Takeover

    DLA Piper’s Restructuring team has acted for Edinburgh businesswoman Ann Budge on her takeover of the Hearts of Midlothian football team.

    The deal is expected to save the club from administration. The DLA Piper team advised Bidco, the special purpose vehicle set up for the acquisition.

    Morisons (Scotland) acted for the administrators, Bryan Jackson and Trevor Birch of BDO. CMS acted for the Foundation of Hearts, the fan club which has been raising contributions from the supporters and is chaired by Ian Murray, MP.

    The deal involved the acquisition of the 79% shareholding held by BUAB Ukio Banko Investicine Grupe (in Lithuanian bankruptcy proceedings), as well as the release of security held over Tynecastle Stadium held by BAB Ukio Bankas (also in Lithuanian bankruptcy proceedings).

    DLA Piper also negotiated a funding and loan participation arrangement with the Foundation of Hearts, which, subject to satisfaction of various conditions, will enable the Foundation to become the majority shareholder of the football club in 5 years’ time. In the meantime, the Foundation is required to provide working capital to the football club to enable it to keep trading and discharge the loan put in place by Bidco to the football club.

    The acquisition of the 79% shareholding by Bidco from UBIG means that Bidco is obliged to make a mandatory cash offer for the remaining Hearts shares not already owned by Bidco pursuant to Rule 9 of the Code.

    The club’s appointed administrators from BDO will remain in office for the purpose of fulfilling the obligations of the board of the football club for the purposes of the Code. It is anticipated that the BDO administrators will remain in office until 19 June and then vacate office meaning that the football club will emerge successfully from administration, thus completing the rescue.

    The board of the football club has been completely changed and arrangements are in place between the Bidco, Ann Budge, and the BDO administrators for the on-going management of the business pending the exit from office of the BDO administrators.

    Ann Budge commented: “I have been involved in a number of corporate transactions over the years but never would I have believed any single transaction could be so complex. I cannot thank the teams of advisors enough for their perseverance, their commitment and their support in helping us get this deal over the line. “

    Richard Obank stated: “We’re delighted to have played a role in rescuing Hearts. This has been a hugely complex transaction requiring the co-operation and commitment of all the legal and financial advisers. At times, it really looked like it was an impossible dream to pull off. There have been a number of novel issues to contend with around the takeover code and it is a credit to everyone involved that a deal has been done. We wish Ann Budge every success with the club and look forward very much to working with her over the coming months.”

    The DLA Piper team was led by Partners Graeme Henry and Richard Obank, and also included John Gallon, Victoria Rhodes, Charlotte Sharples, Faith James, Gillian Buchanan, David Morton, Edwin Truesdale, and Emma Peverill.

    Deloitte acted as CF adviser to Bidco. BDO acted as CF adviser to the administrators.