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  • Edwards Wildman Advises on Privatization of Sole Istanbul Cruise Port

    Edwards Wildman’s Istanbul office was part of a three-member consortium advising the Turkish Privatization Administration on the privatization of the Salipazari Port, the sole cruise port of Istanbul.  

    The firm was joined in the consortium by Burgan Yatirim Menkul Degerler (providing brokerage and corporate finance services and asset management) and Mag Muhendislik Hizmetleri (a leading Turkish construction company with significant experience in marine structures).

    The operating rights of the Salipazari Port were obtained by Dogus Holding, which submitted the highest bit of USD 702 million, and which signed the agreement providing for transfer of operating rights on February 14. Despite the transfer of the operating rights to Dogus Holding, the port itself remains the property of Turkiye Denizcilik Isletmeleri, a company established by the Turkish government over 100 years ago to own and operate Salipazari and a number of other ports in the country.

    Edwards Wildman provided advice in relation to the tender preparation process, the preparation of the agreement, and its negotiation. The team was led by Partners Tolga Ismen and Arzum Gunalcin. 

     

  • Sayenko Kharenko Victorious in Ukrainian Debt Collection Dispute

    Sayenko Kharenko has announced that it has successfully represented an unnamed Italian company in a USD 3.5 million debt collection dispute over an equipment supply contract. 

    The Commercial Court of the Vinnitsa region of Ukraine agreed with Sayenko Kharenko on the application of Italian law to the Contract, establishing the content of the rules of Italian law, pursuant to which the general limitation period is 10 years and fully satisfied the claim. According to the court’s judgment the defendant was ordered to pay the debt and to compensate the claimant for court fees. The Commercial Court of the Rivne region upheld the ruling of the Vinnitsa Commercial Court.

    Sayenko Kharenko’s team in the matter included Associate Olexander Droug and Counsel Olena Perepelynska. 

     

  • Asters Advises on Ukrainian Merger Control Aspects of USD 35 billion Omnicom and Publicis Merger

    Asters has provided legal advice to the Publicis Groupe and Omnicom Group advertising agencies on Ukrainian merger control law issues.

    The representation included obtaining merger clearance from the Ukrainian competition authority for the USD 35 billion merger between the two companies.

    The merger between the No. 2 and No.3 global advertising holding companies is expected to create a world leader in communications, advertising, marketing, and digital services, offering clients leading talent across disciplines and geographies. Asters describes the merger as “the largest strategic multinational merger between competitors announced in 2013,” and says that it has triggered merger control filings in 15 jurisdictions, including Ukraine.

    The Asters’ team in the matter included Partner Igor Svechkar and Associates Tetyana Subbotina and Pavlo Verbolyuk. 

     

  • BBH Represents PPF Real Estate in Transaction with Systematica Group

    The Moscow office of the Czech BBH Law Firm has represented PPF on a lease to the Systemica Group of approximately 17,400 square meters in the Comcity office park in southwestern Moscow.  

    The Comcity office park is over 430,000 square meters in size, and consists of twelve 5-story office buildings. According to BBH, Systematica Group is one of the leading IT companies, ranked in Top10 list of systems integrators on the Russian IT market and this transaction was one of the most significant lease deals in the real estate market in the last 12 months. 

    The BBH team included Partner Anastasia Tomashevskaya and Associates Sergey Shevchenko and Evgeniya Matveeva. 

     

  • Eversheds Extends Legal Services Relationship with IATA

    Eversheds has secured a contract as the primary legal services provider for the International Air Transport Association (IATA) across Europe, North Asia and Asia Pacific, extending the existing contract for legal services in Africa and the Middle East.

    IATA is the trade association for the world’s airlines and works to promote safe, reliable secure and economical air travel. IATA has a presence in 60 countries, and in total represented 240 airlines across 113 countries handling some USD 370 billion of financial transactions in 2012.

    This latest appointment builds on the success of the initial partnership, which began in April 2013 when Eversheds was appointed as IATA’s legal services provider in 65 countries in Africa and the Middle East. Under this latest agreement, which runs for a three year period, Eversheds will provide IATA with a full service legal offering to an additional 93 countries in Europe, North Asia and Asia Pacific, making this one of the largest global mandates of its kind.

    In addition to advising IATA on all legal matters, Eversheds has announced that it will offer a tailored pricing model, with tiered blended rates for each region, a performance-based fee element, and project management provisions covering all 158 countries. 

    The Eversheds team will be led by London-based Partner Stephen Hopkins, Head of Global Client Development, and delivered through Eversheds offices and its coordinated relationship firms across the world. The offices are supported by dedicated project managers and lead partners in each of the IATA regions, with Hopkins acting as the single point of accountability for IATA.

    Jeffrey Shane, General Counsel at IATA, said: “We have high expectations of Eversheds. The goal of IATA’s legal department is to be on the cutting edge in delivering support to our offices around the globe.  We have been impressed with the high quality and cost transparency of Eversheds’ services to IATA in Africa and the Middle East, and we look forward to further benefits as we extend the consolidation of our external legal support with Eversheds across three more important regions for our business.”

     

  • A First-Hand Account from Ukraine

    A First-Hand Account from Ukraine

    CEE Legal Matters has asked a number of Ukrainian lawyers who were personally involved in the events on Maidan Nezalezhnosti (“Independence Square”) in Kiev to describe both their reasons for being there and the dramatic events they witnessed. This, the first such account, was sent to us by Dmytro Ivanusa, the Head of Legal at Donoway Assurance (Ukraine), a Member of Crowe Horwath International. We want to thank Dmytro for taking the time to write this exclusive account for our readers. 

    Dmytro-Ivanusa

       

    Dmytro Ivanusa, Head of Legal, Donoway Assurance

    Why was I on Independence Square (Maidan) during the most dramatic days and nights? The answer is very simple – I do not want either me or my family to be enslaved in my own country. 

    True jurists cannot accept what Ukraine has been converted into the last three years. Someone who accepts this can not be a jurist, but just a person who for some reason graduated from a law school.  

    I do ask you, what reaction would a normal person have, if the Chief of his State is a twice-convicted illiterate criminal with corresponding ideology and behavior, and the prime-minister differs from the Chief of the State only in the absence of convictions? How to relate to the fact that due to falsified elections the parliamentary majority is the party of oligarchs, criminals, ukrainophobes, and former communists; and that courts of justice, prosecutor offices, police, tax and customs services – almost all local authorities – are totally corrupt? Why are there no State finances to pay wages and pensions, and the State budget is plundered by the family of the President, by oligarchs and members of the ruling party, including through illegal tenders and tax evasion? Why do they destroy small and average businesses, while large businesses are taken away in favor of the family of the President, his minions, or members of the ruling party in illegal ways? Why it is forbidden to protest and censorship is actually introduced? 

    As a jurist and advocate who has practiced law for 20 years I am especially disappointed at the absence of justice in Ukraine. The constitutional principle of the rule of law is not observed. Courts of law are not independent, and they judge not according to the law, but rather sell rulings or decide as requested by  State authorities. You can buy any office in any court and very often young judges are not even aware of the very principles of law. In a Ukrainian court of law you can build a legally irreproachable and confirmed position for a client, observing all necessary procedures, but nonetheless lose your case simply because your opponent is a corrupted official. Seek what country is found among the leaders for applying to the European Court of Human Rights and look through the statistics of this court regarding the cases against Ukraine. 

    To apply for protection to the prosecutor’s office or police is not simply useless, but dangerous, because people join these forces not in order to protect the law, but to steal money from their fellow citizens. No one can investigate complex crimes, since all professionals retired a long time ago. The State, gathering taxes from taxpayers, spends this money to train divisions of police tasked not with investigation, but instead with dispersing demonstrations of taxpayers.

    I do ask you, what would you name a social system where one group of people has no rights, and is in fact owned by another group of people; and this second group includes armed people. It is definitely not a democracy. And this is what Yanukovych and his mob wanted, and this is what I don’t, and this is what brought me to Maidan. 

    What did I feel on Maidan? Fear that they can kill or mutilate me? At the beginning yes, certainly. I am indeed a normal person who wants to live and does not like pain. In front of my eyes they killed and wounded people who could have been my parents, brothers, or children. Try to imagine my feeling when you focus your attention on a young fellow with a home-made wooden shield unable to resist bullets who directs himself to the side of shooting, and in a couple of minutes later this guy is brought back killed by a shot in his head. And this is neither a computer game or a movie  you can stop and rewind. What stopped me from fleeing? The fury I felt towards Yanukovych and his mob ordered to murder us. And the thirst of justified retribution. And the possibility that some day my son would ask the question: “Dad, why did you run away?” Fear then disappeared because I was among thousands of unarmed people who, with open hearts, prayers, and the words from our anthem “we will give soul and body” fought under the bullets of sniper for my freedom. 

    Now there is pain, pride, and hope in my heart. Pain for those who were murdered and wounded, pride for my people, and hope that this time we will be able to change everything and build a rule-of-law state. 

    In 1991 Ukraine gained independence without a fight. In 2014 they tried to take it away. This is our war for independence. 

    I am a jurist, and for me the words from the United States’ Declaration of Independence have value. “We hold these truths to be self-evident that all men are created equal, that they are endowed by their Creator with certain unalienable rights, that among these are life, liberty and pursuit of happiness. That to secure these rights, governments are instituted among men, deriving their just powers from the consent of the governed. That whenever any form of government becomes destructive of these ends, it is the right of the people to alter or to abolish it, and to institute new government, laying its foundation on such principles and organizing its powers in such form, as to them shall seem most likely to effect their safety and happiness”. I am confident that Yanukovych does not know about existence of this document, or know its author. But I believe that soon he will learn other words of Thomas Jefferson: “The tree of liberty must be refreshed from time to time with the blood of patriots and tyrants”. The Heavenly Hundred has its blood shed. It is the tyrant’s turn.

    (The thoughts, opinions, and assertions contained in this account are solely those of the author, and do not necessarily reflect the opinions of CEE Legal Matters).

  • Wardynski & Partners Exclusive Polish Member of BECTELLA

    The Polish Wardynski & Partners law firm has announced that it has become the exclusive Polish member of BECTELLA, an international organization of law firms specializing in employment and tax law. 

    BECTELLA — the acronym for the Benefits, Executive Compensation, Tax, Employment and Labor Law Alliance — is made up of law firms specializing in employment law (including issues of executive compensation and employee benefits). The member firms come from 20 different countries around the world. The organization is a platform for the exchange of know-how among member firms, better enabling them to carry out cross-border projects in the area of employment law.

    CEE Legal Matters covered the four firms in CEE joining the alliance on February 13, 2014. These were Karanovic & Nikolic (with offices in Bosnia, Croatia, Serbia, Macedonia, and Montenegro), PRK Partners (in the Czech Republic), LAWIN (in Latvia), and Wardynski & Partners (in Poland). The association was founded by Kenneth Raskin, a Partner at King & Spalding in New York.

  • White & Case Advises Zlomrex International Finance on Restructuring of Existing High Yield Bonds

    White & Case has advised Zlomrex International Finance S.A. on the restructuring of its approximately USD 118 million outstanding senior secured high yield notes due 2014.

    Incorporated in France, ZIF is a financing vehicle for the Cognor group, one of the largest suppliers (by volume) of scrap metal, the second largest seller of semi-finished steel products and the fifth largest seller (by volume) of finished steel products in Poland.

    ZIF’s existing high yield bonds, which were governed by New York law, were exchanged for new senior secured notes and exchangeable PIK notes issued by a new Cognor finance vehicle incorporated in the UK.

    The maturity of the existing notes was closely followed by the completion of the restructuring, which was implemented by way of an English law Scheme of Arrangement. Schemes have become instrumental in the restructuring of the indebtedness of overseas-incorporated companies and group structures (with the necessary ‘sufficient connection’ to England) as they can be more efficient and user-friendly than certain local law alternatives.

    London-based White & Case Partner David Becker said: “We were very pleased to help our client complete the successful restructuring of its existing high yield bonds. It’s another example of how effectively New York law-governed high yield indebtedness can be restructured using an English law Scheme of Arrangement as well as being the latest in a string of such deals on which White & Case has taken a leading role.”

    The ZIF restructuring followed a parallel path of both an exchange offer and an English Scheme of Arrangement, made possible by a COMI (centre of main interest) shift of the financing vehicle early in the process. London-based White & Case Partner David Manson said: “There are commercial and legal imperatives behind the decision of a company to migrate its COMI to a jurisdiction other than that of its incorporation.”

    “Insolvency laws and formal processes vary between jurisdictions; some are more creditor or debtor friendly, some regimes have relatively new procedures while others are more certain and have been proven, tried and tested in the heat of a restructuring. In this case, the decision to migrate ZIF’s COMI from France to the laws of England and Wales was significant in fulfilling the expectations of stakeholders, allowing the company to take advantage of a creditor stress-tested process to restructure its existing notes.”

    The novel move from France to England and Wales follows other restructurings where debtors and sponsors have chosen to move in the other direction. “It’s not a question simply of being a ‘bankruptcy tourist’, said Manson. “Forum shopping, seen in context, can provide a solution and drive consensus towards a restructuring path where none would otherwise exist.”

    Warsaw-based White & Case Partner Marcin Studniarek said: “This transaction was a perfect showcase for the truly global service White & Case is able to provide for the benefit of its clients, with a team of high yield, restructuring and bank finance lawyers from the UK, Poland, France and the US delivering New York, English and Polish law advice to see this deal through to a successful conclusion. The structure of exchangeable notes is innovative on the Polish market. We used Polish law warrants as an instrument to enable noteholders to exchange their notes for Cognor S.A. shares in the future.”

    The White & Case team was led by London-based Partners David Becker and David Manson and Warsaw-based Partner Marcin Studniarek, and included Partners Scott Greissman, Celine Domenget-Morin, and Local Partners Daniel Kaczorowski and Tomasz Ostrowski, and Associates Richard Pogrel, Monica Holden, Kevin Heverin, Tim Wood, Hayley Mitchinson, Henry Brendon, Michal Jadwisiak, Michal Oles, Bartosz Smardzewski, Katarzyna Grodziewicz, Laure Martin, and Richard Graham.

     

  • McDermott Advises Camfil on Acquisition of Handte Group

    McDermott, Will & Emery, jointly with Ashurst, successfully represented Camfil Holding in the acquisition of the Handte Group, which consists of entities in Germany and subsidiaries in Switzerland, the Czech Republic, and China.

    The Swedish Camfil group is the world’s largest dust collection factory and produces air filters and clean air solutions. The Handte group is the leading German manufacturer and provider of environmental engineering products, filter technology processes and air pollution control applications. With more than 120 years of experience, the company is a recognized specialist in exhaust air purification for a wide range of manufacturing industries.

    The McDermott team included Corporate Partner Nikolaus von Jacobs and Associate Matthias Weingut, as well as Labor & Employment Partner Paul Melot de Beauregard and Associate Maximilian Baur. The acquisition is expected to be closed in the first quarter this year.

     

  • Eversheds Signs Legal Services Agreement with EDF Polska

    Wierzbowski Eversheds has entered into a three-year agreement to provide ongoing legal services to EDF Polska.

    EDF Polska will be served by a team led by Attorney Lukasz Jankowski, Head of Wierzbowski Eversheds’ Energy Practice.

    The EDF Group is a a significant player on the European electricity market, and is integrated across the areas of power generation, transmission, distribution, trading and sale. In Poland EDF has a 10% share of the electricity market and a 15% share of the district heating market. It is also the largest foreign investor in the power industry.

    The EDF Group is one of Eversheds key clients internationally. Lawyers from the firm have advised EDF in France and the UK on such matters as concessions, construction and expansion of power infrastructure, and representation before courts and administrative agencies. Under the recently signed agreement, Wierzbowski Eversheds will provide legal support for selected areas of operations of EDF Polska.

    Jankowski said of the agreement that: “The electricity market is a fairly difficult area to operate in, for example due to frequent changes in national law required to implement EU regulations. The activities of companies on the market are also subject to oversight by energy and competition regulators, and therefore companies with a significant market share, such as EDF Polska, seek a law firm that can not only advise on energy law, but when needed is also in a position to provide services in other areas, such as employment, competition and environmental law.”

    According to Jankowski, “Establishing cooperation with such a strong company as EDF is proof of the high standing of our practice on the Polish energy market, and reinforces the position of Eversheds internationally. We are confident that our future cooperation will lead to a stronger and growing relationship with the EDF Group.”