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  • Lidings Advises China Development Bank on Loan to Vnesheconombank

    Lidings has provided legal support to the China Development Bank in granting a special purpose loan to the Russian state-owned Vnesheconombank for the financing of the construction of a large multifunctional complex in Moscow. 

    The complex will be located on the territory of the former “Slava” clocks factory near Moscow’s Belorusskiy Vokzal train station. The project involved joint input from Lidings Banking/Finance and Corporate/M&A practice groups.

    The team, led by Lidings Counsel Vadim Konyushkevich, provided legal support on the loan to Vnesheconombank, as well as advice on issues of internal coordination by the Russian bank, the regulations of the intended use of the loan facilities, requirements of Russian foreign currency control, and the applicability to the deal of the double tax treaty. 

     

  • Borenius Advises on Sale of Baltic News Service

    The Estonian office of Borenius has advised Kauppalehti and the Alma Media Corporation on the sale of 100 per cent of the shares of the Baltic News Service to the KOHA Capital venture capital company.

    BNS was founded in 1990 — it became part of Alma Media in 1998 — and is the leading news agency and media monitoring business in the Baltics. The value of the transaction was not disclosed by mutual agreement of the parties.

    Borenius’s legal team on the matter included Partner Peeter Kutman and Senior Associates Ott Aava and Liina Jents. 

  • Squire Sanders Advises on Lenta IPO Share Sale

    Squire Sanders has advised one of the shareholders of Lenta on the sale of its shares, as part of Lenta’s USD 4.3 billion IPO and GDR listing on the Main Market of the London Stock Exchange and the Moscow Exchange (including a USD 952 million secondary offering).

    Lenta is the second largest hypermarket chain in Russia, with 77 stores across the country. “The IPO reflects increasing investment interest in the Russian retail and consumer sectors”, commented Squire Sanders Partner David Wack, “and we expect to see more of such activity as the trend continues.”

    The team was led by Wack and Capital Markets Partner Giles Distin. 

  • Buzescu CA Carries Out Study for European Commission

    Buzescu CA has carried out a study with regards to the legal limitations on implementing the Electronic Health File (“Dosarul Electronic de Sanatate” or “DES”) project and its cross-border transfer.

    The study was carried out for the European Commission, which will use it as the basis for recommendations towards adapting Romanian legislation to facilitate eHealth cross-border services. According to The National Health Insurance House of Romania (CNAS), the DES project’s value is estimated at approximately EUR 18.5 million and will aim to electronically record the health history and treatments of patients for enhanced communication between healthcare providers. The project is aimed to be rolled out in the first part of 2014. A full description of the project (in Romanian) is available here on the CNAS website here:http://www.cnas.ro/despre-noi/proiect-sistem-informativ-dosarul-electronic-al-pacientului.

    In carrying out the study, Buzescu gathered input on specific topics outlined by the European Commission from several national institutions: The National Health Insurance House of Romania, the Romanian College of Physicians, The Romanian Hospital Association, The Romanian National Society of Family Doctors,  and The National Supervisory Authority For Personal Data Processing. 

     

  • Arzinger Rejects Russian Propaganda

    Arzinger Rejects Russian Propaganda

    Ukrainian Law Firm Releases Statement Rejecting Accusations Made in Russian Media. 

    Bondaryev

       

    Timur Bondaryev, Managing Partner, Arzinger

    “Reasonable people should be aware of the fact that the situation in Ukraine is the beginning of a global military conflict of third world war scale with unimaginable consequences for the world.” 

    These words come near the end of a bold and emotional two-page statement posted on the LinkedIn page of Ukraine’s Arzinger law firm and distributed by the firm’s partners to clients and contacts. The document — called an “Update” by the firm — is a point-by-point rejection of the stories presented in Russian media about purported threats to Russians living in Ukraine. According to the Arzinger partners, the suggestion that Russians living in Ukraine are in any danger is untrue, counter-factual, and in fact part of a deliberate propaganda war the Kremlin is waging to justify its own actions. 

    In an exclusive interview with CEE Legal Matters, Timur Bondaryev, the Managing Partner of Arzinger, explained that the firm’s partners “just decided that we have to bring the real situation to the world.” Bondaryev said that “we watch the Russian media, and what they were reporting was just incredible. Just lies, actually.”  He said that “everything that happened on Maidan [the Russian media] reported in their own way, so we created this document just to let our friends know that the situation is quite different.”

    Bondaryev has first-hand experience with the Russian experience in Ukraine, as he grew up in the Russian part of Ukraine, and his family spoke only Russian — never Ukrainian. But he dismissed any suggestion that Russian-speakers are being harassed or threatened. “I’m fine. My parents speak Russian, watch Russian TV, and it’s fine. Nobody’s being harassed. It’s just Russian propaganda.”

    Still, he has no doubt that the stories reported by Russian media are having the planned effect. “I’m really pissed off, because they seem to really believe what’s reported there. This Cold War, that everybody’s trying to undermine the Putins and the Russians. It’s really incredible. They’e intelligent people but they really believe what’s in the media.”

    Bondaryev admits that the firm has received a number of requests from Russian clients — some made fairly aggressively — that they take the document down or disavow it. But Bondaryev and his Partners are unmoved. “We’re not worried about losing business, we’re worried about avoiding a war.”

    And the firm has received a substantial amount of positive feedback since publishing and distributing the Update as well. Bondaryev explained that even many of the firm’s Russian clients wrote letters of support, and many told him that, “you know, we didn’t believe the Russian propaganda anyway, but it’s very good that you sent that message anyway.” Still, Bondaryev claims that “the main recipient of the message wasn’t Russians, it was the rest of the world.”

  • Peggy Suica-Neagu Rejoins NNDKP

    Nestor Nestor Diculescu Kingston Petersen (NNDKP) announced that Peggy Suica-Neagu will rejoin the firm’s dispute resolution team as a Partner.

    Suica-Neague worked for NNDKP between 1998 and 2005. She later worked as the Head of Litigation at energy company OMV Petrom after which she joined White & Case (which recently closed its Bucharest office).

    Specializing in civil litigation, and in domestic and international arbitrations, Suica-Neagu has over 16 years of experience in advising clients on contractual liability, real estate, issues governing the civil part of criminal cases, bankruptcy proceedings, administrative disputes in relation to competition law, employment law, public procurement and fiscal matters. She also represented clients before the European Court of Human Rights.

    “The consolidation of our dispute resolution department with the addition of our former colleague equals first of all to authentic added value for our legal activity, since she is not only a brilliant litigator but also an expert on economic matters.” declared Ion Nestor, one of NNDKP’s Co-Managing Partners.

    With this addition, the NNDKP partnership increased to 21.

    The firm also announced several promotions. Silviu Badescu and Lucian Barbu were promoted to the position of Tax Directors and Simona Enescu to that of Tax Assistant manager. In addition, four lawyers were promoted to Senior Associate positions: Roxana Abrasu (Employment), Monia Hantig (Banking and Finance), and Anca Mihailescu and Madalina Panca (Corporate, Energy and Natural Resources).

     

  • New Report from Wolf Theiss and Mergermarket Shows Uptick in Regional M&A in 2013

    New Report from Wolf Theiss and Mergermarket Shows Uptick in Regional M&A in 2013

    According to a new joint report from the Wolf Theiss Law Firm and Mergermarket, 2013 saw the CEE region produce 475 deals worth EUR 27.9 billion, marking a 10% increase in volume and a 56% increase in value from 2012.

    Dieter-Spranz.png

       

    Dieter Spranz, Partner, Wolf Theiss

    According to Wolf Theiss Partner Dieter Spranz, “M&A activity in Central and Eastern Europe picked up significantly from the levels of previous years, despite a still somewhat difficult economic and political environment in many parts of the region generally, and the Eurozone in particular.”  According to Spranz,  “This development, and the typical deal drivers we have recently seen, give us some reason to take a cautiously optimistic outlook in 2014 for M&A in this part of the world.”

    Elaine Green, Senior Deputy Editor, Mergermarket, added: “Poland and the Czech Republic are benefiting from the cautious optimism in the Eurozone. An example of a would-be PE deal is T-Mobile Czech Republic, which  is being primed for an exit by sponsor Mid Europa, as reported by Mergermarket. However currency fluctuations are a concern in some parts of the region such as Hungary where foreign investors are tending to shy away. IT and agriculture could see some attractive low-priced targets, however.”

    Other key findings from the report include

    • The past year has seen a sizable portion of large-scale M&A driven by foreign buyers. Netherlands-based PPF Group made two of the year’s priciest acquisitions, paying EUR 2.5 billion for a 65.9% stake in Telefonica O2 Czech Republic and EUR 1.3 billion for a 25% stake in Czech financial services company Generali PPF Holding.
    • The TMT sector accounted for 32.5% of total CEE deal value in 2012-2013 – up from 19.8% in the period from 2008-2011. According to Mergermarket’s Heat Chart, which logs the number of “company for sale” stories announced over the past six months, the consumer and industrials and chemicals sectors – which were the busiest by volume in 2012-2013 – are both generating the highest volume of potential M&A targets going into 2014 (95 and 90 respectively).

    The entire report can be viewed here.

  • IP in the Czech Republic: The New Czech Civil Code and IP Law: Any Reason for Concern?

    IP in the Czech Republic: The New Czech Civil Code and IP Law: Any Reason for Concern?

    The beginning of 2014 in the Czech Republic was marked by one of the biggest legislative changes in decades when the new Civil Code (“NCC”), Act on Business Corporations, and   Act on Private International Law came into force, in the process changing more than 200 laws. The NCC was adopted after several years of discussion and preparation, and is designed to extinguish the socialist basis of the former 50-year old Code and return to the pre-war legal tradition, as well as to reflect the needs of modern society. The NCC and the Act on Business Corporations change almost all aspects of Czech Civil Law, including both  Contract Law and Companies Law. This article, however, aims to look at changes the NCC brings to Czech Intellectual Property (“IP”) Law.

    First, it is necessary to say that the NCC does not actually affect substantive provisions of individual IP laws. Conditions for obtaining IP rights and their validity remain unchanged. There will however be certain changes in IP licensing and, where relevant, IP ownership, which we want to flag in this article.

    Changes in IP Licensing

    The NCC removes the old dichotomy and frequent overlaps between rules contained in the (old) Civil Code and the (old and now abolished) Commercial Code. This two-track approach plagued Czech IP law. For example, copyright licenses were governed by the Copyright Act, while licenses for almost all other IP rights were governed by the Commercial Code. From January 2014, there will be just one act applicable to all license agreements regardless of what type of IP right is involved. 

    That said, the NCC still contains some specific provisions dealing with the licensing of copyright, so it is fair to say that the old divergences between copyright and other IP licenses have to a large extent been preserved although the regulation is now contained in a single act. 

    Among the changes, it is worth mentioning that the NCC allows a license to be granted without a payment of royalty, whereas payment (whether actual or symbolic) was a necessary element of IP licenses under the Commercial Code. The NCC further improves the position of the licensee in situations where the licensee is entitled to enforce IP rights, as the NCC imposes on the licensor a general obligation to provide the licensee with necessary assistance. In the “old days”, it was the licensee who had to provide assistance to the licensor in connection with enforcement of rights. Another change that may have practical impact on IP agreements is that authors may no longer waive their rights to equitable supplementary royalties to which they are entitled when the actual income from exploitation of the copyrighted work becomes disproportionately large.

    The NCC also removes the distinction between the legal regulation of business (commercial) and non-business (civil) contracts in relation to contracts for work which are often used as the legal basis for creation and development of copyrighted works (especially software). The NCC explicitly recognizes a new type of “contract for work resulting in an intangible result”, which was previously missing.

    General Changes in Contract Law

    Despite the fact that the changes directly relating to IP are rather limited, there are numerous changes in general Contract Law that will certainly also affect IP licensing. It is beyond the scope of this article to discuss these changes in detail, but for example the NCC now recognizes the concept of pre-contractual liability, it permits limitation of liability provisions which were previously possible only in relationships governed by the Commercial Code, and it introduces the possibility of assigning entire contracts, not just individual rights or obligations. Other changes involve slightly different compensation of damages, statutory limitation periods and other areas. The NCC sets out a number of general principles that will likely change the way in which courts interpret contracts, including putting greater emphasis on the freedom of parties to contract while protecting consumers – generally the weaker contractual party – and putting less emphasis on formal requirements.

    As with adoption of any new legislation, the crucial issue is what effect the NCC will have on legal relationships established before it came into force. In this regard, the NCC provides that apart from issues such as personal status, property rights, and family law, it only applies to rights and obligations established after its 2014 entry into force. The NCC will however impact on IP joint ownership, in particular on the right of first refusal of the joint owners. According to the NCC, the right of first refusal will cease to exist on January 1, 2015. From then on, shares in IP rights will be freely transferable.

    New Approach to Unregistered IP Rights?

    Last but not the least, we would like to mention that the NCC brings a new and broader meaning to the concept of a “legal thing.” Although highly theoretical, this conceptual change may bring better protection and easier handling with those non-registered or quasi-rights such as know-how, domain names, goodwill etc.

    By Vojtech Chloupek, Counsel, and Jiri Maly, Junior Associate, Bird & Bird, Czech Republic 

    This Article was originally published in Issue 1 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Havel & Holasek Reports a 15% Increase in Turnover

    Havel & Holasek Reports a 15% Increase in Turnover

    The Czech-Slovak Havel & Holasek & Partners law firm and its affiliated collection agency has reported a 15% increase in its consolidated turnover in 2013 based on unaudited financial statements.

    Jaroslav-Havel

       

    Jaroslav Havel, Partner, Havel & Holasek & Partners

    The firm announced a turnover of CZK 628 million (approximately EUR 23 million), with profits before tax of CZK 160 million (approximately EUR 6 million). The firm’s non-Prague offices in the Czech Republic increased their performance by 29%. The office in Slovakia reported a 33% increase in its turnover (from CZK 60.1 million to CZK 80 million, with before-tax profit of CZK 17 million). Cash Collectors, the firm’s affiliated collection agency, reported a turnover of nearly CZK 94 million in 2013 (representing 6% growth) and before-tax profit of CZK 25 million.

    In a statement released by the firm, Jaroslav Havel, one of the founding partners, said the prognosis for 2014 is favorable as well. “This year’s start indicates, thanks to the private law recodification projects, an opportunity for even steeper revenue increase rates. In addition, we successfully expanded our client portfolio by approximately 100 new clients during 2013, and the firm’s management was joined by two new partners and a business manager. With the aim of strengthening the firm’s management, we will hire several new partners and managing associates during 2014, mainly from international law firms, including the potential takeover of the entire team of some of their small branches.”

  • Lidings Makes New Partner

    Lidings has announced the promotion of Corporate/M&A lawyer Sergey Patrakeev from Counsel to Partner.

    Patrakeev works in the firm’s Pharmaceutical Industry Group and will co-chair the Corporate and Real Estate practices. Before joining Lidings Patrakeev worked at Clifford Chance, Pavia e Ansaldo, Beiten Burkhardt, and CMS Hasche Sigle, and was in-house counsel for Megafon, the second largest mobile phone operator in Russia.

    Lidings’ Managing Partner commented that: “We are delighted to welcome Sergey to the partnership. His outstanding reputation in the corporate practice and pharmaceuticals sector will significantly enhance our offering to the firm’s key clients and demonstrate our ambition to become counsel of choice for transactional work in Russia.”