CEE Legal Matters

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  • CHSH Advises on Acquisitions of RobArt Stakes

    Cerha Hempel Spiegelfeld Hlawati has advised the venture capital arm of the German Bosch Group and the French Groupe SEB in connection with acquisitions of stakes in the Austrian high-tech startup RobArt.

    This represents the Bosch Group’s first investment in Austria, and the acquisition was accomplished by means of a capital increase, performed at the same time as the acquisition of a stake in the FCPR Technocom 2 venture capital fund, managed by Innovacom. 

    The Bosch Group is a leading global supplier of technology and services with an annual turnover of approximately EUR 46 billion. 

    Groupe SEB is a world leader in small electronic household appliances with an annual turnover of approximately EUR 4 billion. The brand portfolio of Groupe SEB includes, among others, Tefal, Rowenta, Moulinex and Krups.

    RobArt specializes in the development of autonomous mobile robots for both consumer and industrial applications, all of which are based on Artificial Intelligence Control Unit technology.

    “We’re extremely pleased to have advised the Bosch Group and Groupe SEB in connection with this investment”, said Partner Johannes Aehrenthal, a member of the CHSH team on the deal. “This transaction underscores our view that there’s continued interest in innovative Austrian companies,” added Partner Mark Krenn, who also worked on the deal.

    Aehrenthal and Krenn were assisted by Associate Stephanie Sauer.

     

  • Morgan Lewis Client Awarded EMEA Finance Achievement Award

    Morgan Lewis has announced that its client, the Credit Bank of Moscow was awarded the Best Financial Institution Bond Award at the 2013 EMEA Finance Achievements Awards in London for its USD 500 million subordinated Tier II Eurobond issue.

    According to Morgan Lewis, the May 2013 issuance of the Eurobond represented the first ever subordinated Eurobond offering under Russia’s new Basel III regulation. Morgan Lewis served as legal adviser to Credit Bank of Moscow on the transaction under U.S., English and Russian law. The offering was also recently awarded Highly Commended CEE Deal of the Year” 2013 by Euromoney. Earlier this year, Global Banking & Finance Review named Credit Bank of Moscow as best Eurobond issuer and best borrower on the Russian syndicated loan market in 2013. In addition to the subordinated Eurobond offering, Morgan Lewis also advised Credit Bank of Moscow on a  USD 500 million senior Eurobond issue in February 2013. 

    “We are delighted to see that Credit Bank of Moscow is receiving such positive recognition for its subordinated Eurobond transaction, which was a groundbreaking transaction in the Russian market,” noted Morgan Lewis Business and Finance Practice Partner Carter Brod, who led the team that advised Credit Bank of Moscow on the Eurobond offering. “The success of the offering paved the way for certain other Russian banks to make offerings of subordinated Eurobonds under the new regulation later in 2013. We are pleased to have had the opportunity to play a role in its successful execution,” he added.

     

  • Bostina si Asociatii Gives Up Insolvency and Industrial Property Arms

    The Romanian Bostina si Asociatii law firm has announced that it will give up its venture in the insolvency and industrial property markets. It will close the separate Bostina si Asociatii Insolvency and Bostina si Asociatii Industrial Property entities.

    The decision to close the two ventures resulted from recent changes in Romanian regulations, which now forbid law firms from using the same brand name on connected consultancy firms (such as Tax, IP, Insolvency, etc). Bostina si Asociatii Industrial Property was established in 2006, while Bostina si Asociatii Insolvency was established in 2009. 

    Gheorghe Bostina, the law firm’s Managing Partner, stated that they were sad to have to close the two consultancy lines of business but wanted to ensure compliance with the regulations, while keeping the focus on Bostina si Asociatii’s core business: legal consultancy. 

     

  • Moroglu Arseven Announces Promotions

    The Turkish Moroglu Arseven law firm has announced several internal promotions, all effective as of April 1, 2014. Senior Associates Gokce Izgi and Ulku Solak have been promoted to Counsel, and Nejla Aydin Ozer and Ipek Unlu Tik have been named Head of Litigation and Head of Employment law at the firm, respectively.

    According to a statement released by the firm, Izgi joined Moroglu Arseven in 2009, and has over 9 years’ experience advising clients on a full range of intellectual property issues and transactions, including trademarks, unfair competition, industrial designs, patents, copyrights and domain names. She manages the trademark portfolios of large, multi-national brands and corporations, often arranging seizure processes for counterfeit products. She has also successfully litigated numerous intellectual property matters for leading international companies, including complex trademark and industrial design infringement cases, design cancellation actions, and unfair competition matters. Her work often involves regulated markets such as the pharmaceutical and tobacco industries. 

    Solak joined the firm in 2006 and has 8 years’ experience structuring and implementing corporate and commercial transactions and deals. Her work includes cross-border and domestic M&A, and she has advised clients on both buy-side and sell-side during transactions. She also advises clients on finance and foreign direct investment issues, acting as a senior legal advisor for corporate restructuring projects, corporate governance, corporate litigation (shareholders’ disputes) and general advisory services. She specializes in seed investments, angel investments, venture capital, and private equity matters, along with IP and software licenses.

    Aydin Ozer, Moroglu Arsevin’s new Head of Litigation, joined the firm in 2005, and has 17 years’ experience in various dispute resolution matters. She has particularly experience with commercial litigation and shareholder disputes, as well as real estate and consumer law.

    Finally, Unlu Tik joined the firm in 2003, and has 14 years’ experience advising clients on a wide variety of employment law matters. Her work includes drafting employment contracts, social security law matters, as well as dispute resolution related to re-employment lawsuits and compensation claims arising out of contract terminations. She also works with the human resources departments of institutional clients, often advising employers about employment actions regarding critical operations.

     

  • Baker & McKenzie Hires New Tax Director in Turkey

    The Esin Attorney Partnership, the Istanbul member of Baker & McKenzie International, has hired Erdal Ekinci as Tax Director to lead its tax practice in Turkey.

    Ekinci has led restructuring, international tax, tax planning, transfer pricing, and indirect tax projects for Turkish holding companies and large international companies operating in various industries. He started his career at Arthur Andersen, and later joined the Flokser Group as deputy general manager. He joins Baker & McKenzie from the Erdikler Tax Consultancy, where he was a Partner. He graduated from Bogazici University and holds an executive MBA from Sabanci University and a PhD from Istanbul Bilgi University.

    “We knew that Erdal would be an excellent addition to our team from the many projects we’ve worked on together. Under his leadership, we will be able to enhance and diversify our tax consultancy services – a key area of concern to our clients,” commented Daniel Matthews, Managing Partner of Baker & McKenzie in Istanbul.

    Ismail Esin, the Managing Partner of the Esin Attorney Partnership, said that: “While our Firm is known for its transactional practices, particularly its M&A capabilities, we have implemented a strategic growth plan to build our advisory practices. The appointment of Erdal to head our tax practice cements our status as one of the few truly full-service firms in the Turkish market.”

     

  • Luther Advises on Merger of Online Marketing Agencies

    Luther has advised the shareholders of the Performance Interactive Marketing Alliance (PIMA) on the incorporation of four leading German online marketing firms who merged into it, with the involvement of funds advised by the Equistone Partners Europe (EPE) private equity firm. 

    The four companies – Performance Media, econda, Blue Summit Media and DELASOCIAL – will operate under the PIMA brand going forward. The goal is to expand their market leadership in the field of automated online marketing and offer customers services from a single source – including services related to digital media planning, high-end Web analyses for e-commerce customers, SEO campaigns, and communication services. The merger is still subject to approval by the competition authorities. 

    EPE’s goal in this transaction is to support the group’s organic and inorganic growth. In the medium term, plans call for further companies from the field of marketing automation to join the holding company. 

    The Performance Interactive Marketing Alliance, headquartered in Hamburg, will bring together 360 employees at locations in Hamburg, Munich, Berlin, Dusseldorf, and Karlsruhe, along with a development site in Belgrade. The newly established holding company serves more than 900 customers in all, including companies such as Lufthansa, Swarovski, and Montblanc. The full group’s consolidated sales to outside parties amounted to about EUR 140 million in 2013. With EUR 100 million in sales in 2013, Performance Media is the largest of the four online marketing firms involved. 

    Luther Partners Jorgen Tielmann, Peter M. Schaffler, and Helmut Janssen advised Performance Media, along with Luther Senior Associates Andre Schmidt and Maxi Eberhardt and Associates Henning Struck and Juliane Lennartz. Equistone Partners Europe lawyers Dirk Schekerka, Marc Arens, and Leander Heyken advised their employer. Also involved were lawyers from Pollath & Partners, KPMG, N+1, Ashurst, and L.E.K. Consulting.

     

  • A&O Advises Banking Syndicates on Major Russian-Related Loans

    Allen & Overy’s Moscow office has advised two syndicates of lenders on new loan facilities for Sberbank Europe (the Austrian bank owned by the Russian state-owned Sberbank) and the privately-owned Credit Bank of Moscow.

    The Sberbank Europe facility, previously reported by CEE Legal Matters on February 27, 2014, was led by Barclays Bank as documentation agent and Commerzbank as facility agent. The syndicate also included Bank of America Merrill Lynch, Citibank, HSBC Bank, ING Bank, J.P. Morgan, Mizuho Bank, Sumitomo Mitsui, and UniCredit Bank Austria as MLAs. 

    Commerzbank led the Credit Bank of Moscow transaction as co-ordinating mandated lead arranger, with ING Bank as a facility agent and, among others, Citibank, HSBC Bank (Russia), ICBC (Moscow), ING Bank, Morgan Stanley, Raiffeisen Bank International, Rosbank, Sberbank of Russia, UniCredit, and VTB Bank (Deutschland) as lenders.

    The A&O team was led by Partners Elena Tchoubykina and Stephen Matthews, as well as Senior Associate Oleg Khomenko. Associates Hugh Mathison and Mikhail Novozhilov and trainee solicitor Oscar Mitchell played supporting roles.

     

  • A&O and CHSH Advise Old Mutual on Sandia Sales

    Allen & Overy and Cerha Hempel Spiegelfeld Hlawati have advised Old Mutual on the sale of Skandia Germany and Skandia Austria, part of Old Mutual Wealth, to a Cinven and Hannover Re acquisition vehicle (shortly to be renamed Heidelberger Leben Group).

    The transaction volume is EUR 220 million in cash, plus interest to completion. The transaction is still subject to regulatory approvals and other customary conditions and is expected to be completed by the end of the third quarter of 2014. With this sale, Old Mutual Wealth intends to simplify its operations in Europe and focus on a select number of core growth markets. 

    Old Mutual provides life insurance, asset management, and banking and property and casualty insurance to more than 16 million customers in Africa, the Americas, Asia, and Europe. The company has been listed on the London and Johannesburg Stock exchanges, among others, since 1999.

    The Allen & Overy team was led by Dusseldorf Partner Jan Schroder, assisted by Senior Associate Anne Fischer and Associate Dr Achim Schmid. The team was supported by IP Partner Jens Matthes, Tax Partner Eugen Bogenschutz, Corporate/M&A Partner Stephen Lloyd, Banking Counsel James Taylor, Tax Senior Associate Martin Zackor, Antitrust Associate Vera Thiemann, and IP Associate Miray Kavruk.

    CHSH Partners Clemens Hasenauer and Johannes Prinz provided Austrian law advice on the deal.

     

  • Allen & Overy Advises on Polish Financing and Refinancing

    Allen & Overy’s Polish office has advised on the financing of upgrades to power units at Patnow Power Plant I and the refinancing of Zespol Elektrowni Patnow-Adamow-Konin’s existing indebtedness.

    Allen & Overy advised mBank, PKO Bank Polski, Bank Pekao, Bank Millennium, and Bank Gospodarstwa Krajowego on the financing of upgrades to power units 1 through 4 at Patnow Power Plant I and the refinancing of Zespol Elektrowni Patnow-Adamow-Konin’s existing indebtedness incurred for the construction of the flue gas desulphurisation plant at the Patnow Power Plant it owns. The amount of facilities granted was nearly PLN 1200 million.

    Tomasz Kawczynski, Partner in Allen & Overy’s Banking department led the team. Kawczynski said of the deal that: “This financing supports one of the few projects in the conventional power sector in recent years. At the same time, it shows that the Polish banking sector is ready to support important investments in the Polish energy sector. We hope this project will pave the way for further projects in this strategic area. We are proud to have once again advised ZE PAK in such a prestigious transaction.”

    Karczynski was supported by Counsel Kamil Janielewicz, Senior Associate Agnieszka Lipska, and Associates Justyna Stelmach and Katarzyna Gerlach.

     

  • Austrian Firms Argue Significant Copyright Case Before EUCJ

    The Austrian Hohne, In der Maur & Partner Law Firm and Manak Schallabock & Partner Law Firm have appeared before the European Union Court of Justice in a dispute involving the legality of copyright site blocking injunctions predicted to have far-reaching implications.

    Hohne, In der Maur & Partner, arguing on behalf of UPC Telekabel, claimed that its client’s services had not infringed a copyright for purposes of relevant EU regulations because it did not have any business relationship with the operators of the website providing downloading or “streaming” of films without permission, and because it had not been established that its own customers acted unlawfully — and that, in any event, the various blocking measures which were contemplated could be technically circumvented and were, in some cases, excessively costly. The Court, in a lengthy decision accessible here, ruled that EU law did not preclude court injunctions requiring that access to such sites be blocked, “provided that (i) the measures taken do not unnecessarily deprive internet users of the possibility of lawfully accessing the information available and (ii) that those measures have the effect of preventing un-authorized access to the protected subject-matter or, at least, of making it difficult to achieve and of seriously discouraging internet users who are using the services of the addressee of that injunction from accessing the subject-matter that has been made available to them in breach of the intellectual property right, that being a matter for the national authorities and courts to establish.”

    UPC Telekabel Wien was represented by Markus Bulgarini and Thomas Hohne of Hohne, In der Maur & Partner Rechtsanwalte. The producers of the films that had been made available without permission, Constantin Film Verleih and Wega Filmproduktionsgesellschaft, were represented by Andreas Manak and Nikolaus Kraft of Manak Schallabock & Partner Rechtsanwalte.