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  • Cobalt and Ellex Advise on Stargate Hydrogen’s EUR 11 Million Series A Funding Round

    Cobalt has advised Stargate Hydrogen on its EUR 11 million series A funding round that saw the participation of Giga and UG Investments as well as SmartCap Green Fund. Ellex advised SmartCap.

    According to Cobalt, Stargate Hydrogen is an Estonian manufacturer of electrolyzer stacks and systems dedicated to advancing the production and utilization of green hydrogen through cutting-edge ceramic-based electrolysis technology. 

    SmartCap Green Fund is a state-backed venture capital fund investing in greentech companies.

    The Cobalt team included Managing Associate Greete-Kristiine Kuru, Associate Elis Toim, and Assistant Lawyer Paul Schifrin.

    The Ellex team included Partner Antti Perli and Counsels Rutt Vark and Merlin Liis-Toomela.

  • A&O Shearman and Linklaters Advise on FLE’s Acquisition of Havi Distribution Center from Carroll International Investments

    Allen Overy Shearman Sterling has advised FLE on its acquisition of the Havi Distribution Center from Carroll International Investments. Linklaters advised Carroll International Investments.

    FLE is a real estate investment advisor, headquartered in Vienna.

    According to A&O Shearman, the Havi Distribution Center, situated in the Zeran I&L cluster of Warsaw, encompasses 12,800 square meters of gross leasable area with extensive cold storage facilities.

    The A&O Shearman team included Partner Michal Matera, Counsel Piotr Przybylski, Attorney at Law Natalia Stys, and Paralegal Aleksander Tarasiewicz.

    The Linklaters team included Counsel Adriana Andrzejewska, Managing Associates Ewa Sinkiewicz and Michal Nocon, and Associate Aleksandra Mielniczuk.

  • Eszter Barta Becomes Group Legal Director at PPF

    Partner in Pet Food Legal Counsel Eszter Barta has become the firm’s new Group Legal Director.

    PPF is a European pet food company. PPF has its headquarters in Budapest, Hungary and operates in 10 countries: France, The Netherlands, Germany, Sweden, Italy, Czech Republic, Slovakia, Poland, Hungary and Romania. It provides a wide range of pet food products.

    Barta has been with PPF since 2013, when she joined as a Legal Counsel.

    Originally reported by CEE In-House Matters.

  • Montenegro: Regulation of Business Operations Related to Crypto Assets Through Amendments to the Law on Prevention of Money Laundering and Terrorist Financing

    The Law on Amendments to the Law on Prevention of Money Laundering and Terrorist Financing (“Law“) has been adopted, and a decree on its promulgation has been issued. The Law was published in the “Official Gazette of Montenegro” on 12th March 2025, and it enters into force on 20th March 2025.

    Below, we have summarized some of the most important amendments introduced by the Law.

    • Regulation of business operations related to crypto assets

    Although the regulation of crypto assets should have been addressed through a separate law, the legislator has introduced a dedicated chapter on this matter through amendments to the existing Law on Prevention of Money Laundering and Terrorist Financing. The new provisions include an obligation for providers of services related to crypto assets in Montenegro to register before commencing operations. This means that any legal entity, business company, entrepreneur, or natural person with a registered office, residence, or approved permanent residence in Montenegro wishing to provide services related to crypto assets must be established in the Register before starting business operations. The same applies to service providers from EU member states not on the list of high-risk third countries, provided they hold the appropriate authorization or registration in their home country.

    Article 145c of the Law stipulates that the supervisory authority must establish the Register within nine months from the date of entry into force of the amendments. A significant issue is the lack of transitional provisions regarding the provision of services related to crypto assets. Due to this omission, the legality of business operations related to crypto assets remains uncertain from the date the amendments enter into force until the establishment of the Register of Crypto Asset Service Providers (“Register”), which is expected to be created within nine months from the Law’s entry into force.

    • New obligations for gambling operators

    Article 18, paragraph 1, point 7 of the current Law on Prevention of Money Laundering and Terrorist Financing is amended so that gambling operators will be required to conduct customer due diligence and transaction monitoring when processing deposits of EUR 20,00 or more, whether as a single transaction or multiple linked transactions, instead of the previous minimum amount of EUR 2.000,00.

    • Enhancement of the client identification system

    The Law introduces the possibility for obligatories that have conducted video-electronic client identification to perform subsequent identity verification using reliable algorithms. This verification process is based on comparing the client’s video-recorded image with the photograph from their electronic identification document, obtained during the initial identification process. This verification is only possible if the electronic identification document has not expired at the time of verification. Additionally, obligatories may cross-check data through the Central Population Register, records of issued identification documents, and international databases of stolen, lost, and invalid documents. This measure enhances the efficiency and security of the identification process while ensuring a high level of data protection for clients.

    • More precise definition of beneficial owners

    The amendments to the Law provide a more precise definition of beneficial owners. A new criterion has been added to determine who qualifies as a beneficial owner – besides ownership interest and decisive influence, a beneficial owner is now also considered to be a person who controls a legal entity or business company “by other means.” This amendment establishes clearer rules on what constitutes “other means of control,” which may include a majority of voting rights, the right to appoint or dismiss most board members, veto rights, decision-making over profit distribution, or changes in assets. Additionally, control may stem from formal or informal agreements with owners, provisions in statutes, partnership agreements, and even family ties or arrangements with appointed representatives.

    Furthermore, the Law explicitly defines who qualifies as a beneficial owner in foundations similar to trusts. These include the founder, members of the management and supervisory board, beneficiaries or categories of beneficiaries of the foundation, and people who directly or indirectly control it.

    • Increase in financial penalties and amendments to misdemeanor provisions

    Finally, the Law increases the minimum range of financial penalties for legal entities failing to comply with its provisions from EUR 3.000,00 to EUR 5.000,00. A new provision has been introduced in Article 137, stipulating stricter fines ranging from EUR 10.000,00 to EUR 40.000,00 if the violation is committed by credit institutions and branches of foreign credit institutions, entities engaged in receivables purchasing, financial leasing, safe deposit box rental, factoring, issuance of guarantees and other sureties, credit granting and brokerage, foreign exchange operations, payment institutions, and electronic money institutions.

    Additionally, the amendments to the Law expand misdemeanor provisions to include cases where an obliged entity fails to submit data for maintaining the Register of Beneficial Owners within eight days of registration in the Central Register of Business Entities or within eight days of any change to the beneficial ownership information, in accordance with Article 43, paragraph 3 of the Law. In such cases, a fine ranging from EUR 500,00 to EUR 2.000,00 may be imposed.

    The amendments to the Law introduce stricter regulations, increased transparency, and alignment with international standards. More precise definitions of beneficial owners, regulation of crypto assets, and enhancements to client identification are key steps toward more effective financial flow control. Increased fines and stricter misdemeanor provisions further strengthen legal security and accountability for obliged entities. However, the lack of transitional provisions regarding the provision of services related to crypto assets until the Register is established, as well as the fact that crypto asset regulation should have been addressed through a separate law, remain open issues.

    By Lana Vukmirovic Misic, Senior Partner, and Mina Coguric, Associate, JPM & Partners

  • Clifford Chance Advises Alpha Bank and Alpha International Holdings on Sale of Alpha Leasing Romania IFN and Alpha Insurance Brokers to Vista Bank Romania

    Clifford Chance advised Alpha Bank and Alpha International Holdings on the full sale of Alpha Leasing Romania IFN and Alpha Insurance Brokers to Vista Bank Romania.

    The Clifford Chance team included Partners Nadia Badea and Loredana Ralea, Counsels Radu Costin and Gabriel Toma, and Associate Filip Marinau.

    Clifford Chance did not respond to our inquiry on the matter.

  • North Macedonia: Commission for Protection of the Competition of North Macedonia Strengthens Oversight of Food Supply Chain and Food Retail Sector

    The Commission for Protection of the Competition of North Macedonia (CPC) has significantly intensified its enforcement activities in the food retail sector, signalling a stricter regulatory approach toward potential anti-competitive behaviour.

    Following concerns over rising food prices, the CPC has undertaken dawn raids and launched formal proceedings against major retail chains suspected of violating the Protection of the Competition Act (“Competition Act”) and Unfair Trading Practices in the Agricultural and Food Supply Chain Act (“UTP”).

    Antitrust dawn raids at retail chains

    In February 2025, the CPC conducted dawn raids at four supermarket chains and one business chamber. The raids were prompted by suspicions that the retailers were engaging in coordinated practices restricting market competition. Specifically, the investigation focused on whether retailers collectively agreed not to source products from suppliers introducing new price lists, potentially constituting a restrictive agreement under the Competition Act.

    As part of the investigation process, the CPC reviewed internal documents and electronic communications, uncovering evidence of a concerted decision to restrict product procurement, which led to the initiation of misdemeanour proceedings.

    UTP enforcement against two retail chains

    On 10 March 2025, the CPC announced the initiation of legal proceedings against two supermarket chains for failing to comply with the UTP. The proceedings were initiated based on collected data indicating that the companies, which operate retail networks for agricultural and food products in North Macedonia, had violated the law. If the violations are confirmed, significant fines could be imposed on both the companies and their responsible executives in accordance with applicable legal provisions.

    A sector-wide investigation on the horizon?

    With these recent developments, the regulatory scrutiny is expected to expand beyond the retail sector. Given the CPC’s recent actions, the investigations could potentially extend beyond retail chains to cover the entire food supply chain, including suppliers and wholesalers. Additionally, the authorities may consider launching a sector inquiry, like those conducted in the wider region, to comprehensively assess market practices and identify potential systemic violations.

    What companies should do now

    In light of the CPC’s intensified enforcement efforts, all companies operating within the food supply chain – including retailers, wholesalers and suppliers – should proactively review their commercial policies to ensure compliance with competition regulations. Key steps include:

    • conducting internal compliance audits to identify and mitigate potential competition risks;
       
    • reviewing agreements and pricing policies to ensure compliance with the Competition Act and the UTP; and
       
    • training employees and executives on fair competition practices to avoid inadvertent breaches and to prepare them for potential dawn raids by the CPC.

    The CPC’s recent enforcement actions signal a shift in approach following the appointment of its new composition. They reflect an increased focus on detecting and sanctioning Competition Act and UTP violations. As a result, businesses should expect heightened regulatory scrutiny and stricter enforcement, marking a departure from the previously more lenient oversight.

    By Zoran Soljaga, Partner, and Filip Zafirovski, Attorney at Law, Schoenherr

  • List of Companies Eligible for Diia City Residency Expanded

    On 21 February 2025, the Cabinet of Ministers of Ukraine, by Resolution “On Amendments to the List of Activities Encouraged by the Creation of Diia City Legal Regime” No. 204 (the “Resolution”), expanded the list of eligible activities for Diia City residency.

    Previously, among other qualified activities, the scope of research and development (the “R&D”) activities eligible for Diia City residency was limited to R&D in IT and telecommunications.

    Now, Diia City regime is available for companies engaged in R&D in any sector, including defence technologies, biotechnology, microelectronics, genetic engineering, etc.

    Additionally, the Resolution provides further clarification for certain already existing categories, in particular, recognising web analytics as part of digital marketing services and battery production as part of UAV manufacturing.

    Diia City is a special legal and tax regime aimed to foster the growth of Ukraine’s technology and innovation sectors by offering certain benefits for its residents, in particular:

    • a special corporate income tax regime;
    • flexible employment models;
    • additional instruments for IP protection; and
    • English law instruments.

    By Mykola Stetsenko, Managing Partner, and Andriy Romanchuk, Counsel, Avellum

  • The Art of the Rare Earth Deal: Is the Devil in the Details?

    Mineral rights deals may seem like a big win, but they are not without risk. Considering the wider implications of mineral rights deals.

    The recently mooted U.S./Ukraine critical minerals agreement has reignited interest in such transactions. Mineral rights deals have the potential to have significant implications for global trade, European strategic planning and resource sovereignty. Investors and policymakers must consider the long-term risks and legal ramifications of such agreements, including the potential for nationalisation, as seen most recently in Bolivia’s lithium industry.

    Resource sovereignty and the risks of nationalisation
    While both Washington and Kyiv continue to ponder the implications of securing/granting preferential access to Ukraine’s rare earth elements (“REEs“) and other critical resources, policymakers will continue to evaluate the long-term risks and legal implications of such a deal. One crucial concern that needs to be considered in any strategic resource agreement and should not be overlooked by U.S. policymakers, is the ever-present spectre of nationalisation. Should an agreement be reached and signed, Ukraine could move to reclaim control over its mineral resources as a result of economic or political pressure, much like Bolivia did with its lithium reserves in the previous decade.

    1 Resource sovereignty and the risks of nationalisation

    Historically, states have exerted control over strategic resources to protect national interests. Nationalisation of mineral resources typically occurs when governments seek to reclaim foreign-controlled assets due to shifts in political priorities, economic crises or popular opposition to foreign ownership. A potential U.S. deal with Ukraine raises legal questions under bilateral investment treaties (“BITs“) and the Energy Charter Treaty (to which the U.S. is notably not a party), both of which provide mechanisms for investor protection against expropriation. If Ukraine were to reclaim mining and processing facilities granted to U.S. firms and others under the umbrella of a U.S./Ukraine deal, investors could seek to initiate international arbitration proceedings, arguing unlawful expropriation. However, as history shows, international legal protections often provide little deterrence when political imperatives drive nationalisation efforts.

    2 Lessons from history

    2.1 The nationalisation of the Bolivian lithium industry

    Bolivia’s nationalisation of its lithium industry in 2019 serves as a stark warning to both investors and politicians proclaiming to have reached “a great deal” where mineral rights are concerned. Initially, Bolivia opened its lithium reserves to foreign investment, striking agreements with German and Chinese firms. However, domestic unrest, political shifts and nationalist sentiments led to a swift reversal. Former President Evo Morales, under public pressure, cancelled foreign contracts citing the need to retain domestic control over the country’s most valuable resource.

    The Bolivian case underscores key legal and political risks:

    • Unilateral Contract Cancellation: Bolivia withdrew from binding agreements without honouring contractual protections, prioritising national economic interests.
    • Investor-State Disputes: German investors threatened arbitration under BITs, but Bolivia relied on sovereign immunity and domestic legal justifications.
    • Repercussions for future foreign investment: The move strained Bolivia’s relationships with foreign investors and partners, deterring future large-scale projects.

    2.2 Three oil nationalisations – Venezuela, Argentina and Russia

    In 2007, Venezuelan President Hugo Chávez nationalised the nation’s oil industry. Foreign entities, such as ExxonMobile and ConocoPhillips, were forced to hand over majority stakes to a state-owned entity, Petróleos de Venezuela, S.A. The Venezuelan state was successfully sued by the foreign entities whose assets were expropriated, but the collapse of the Venezuelan economy made enforcement of the arbitral award exceptionally difficult.

    The Argentinian nationalisation of Yacimientos Petrolíferos Fiscales (“YPF”) in 2012 saw the government of Cristina Fernández de Kirchner expropriate a 51% stake in YPF from Repsol of Spain. Repsol sued Argentina for approximately USD 10 billion but the parties later settled at a figure closer to USD 5 billion.

    The Russian government’s dismantling of Yukos between 2003 and 2006, saw the largest private company in Russia fall into the hands of state-owned Rosneft. While foreign shareholders of Yukos successfully sued for compensation, the USD 50 billion arbitral award has been largely ignored by the Russian state.

    The key takeaways from these three examples:

    • Economic circumstances may make enforcement difficult: The severe downturn in the Venezuelan economy had a negative impact on enforcement.
    • Political circumstances may make enforcement difficult: Russia has largely ignored the outcome of the Yukos arbitration, leaving shareholders out of pocket.
    • Benefits of negotiation: Repsol was at least able to obtain some compensation by settling its dispute with Argentina.

    2.3 Indonesia and Mongolia – leveraging resource sovereignty

    Two mining examples provide us with a glimpse into alternative outcomes.

    The Grasberg Mine is one of the world’s largest gold and copper mines. It was originally developed and operated by Freeport-McMoRan, a U.S.-based mining company, under a contract with the Indonesian government that granted Freeport significant control over the site for decades. By the 2010s, Indonesian political leaders began pushing for greater national control over the country’s natural resources, arguing that foreign companies were extracting wealth at the expense of the local population. A new mining law was introduced requiring foreign companies to gradually divest at least 51% ownership of major mineral projects to Indonesian entities. In 2017, Freeport-McMoRan was forced to sell a majority stake in the Grasberg Mine to an Indonesian state-owned company. Freeport and Indonesia ended up renegotiating terms that were much more favourable to Indonesia, however Freeport retained operational control.

    The Oyu Tolgoi Mine, located in Mongolia’s Gobi Desert, is jointly owned by Rio Tinto and the Mongolian government. In 2009, Mongolia signed a deal granting 66% ownership to Rio Tinto through its subsidiary, Turquoise Hill Resources, while the government retained a 34% stake. As Mongolia’s economy became increasingly reliant on Oyu Tolgoi, public dissatisfaction grew over foreign dominance of the project. By the 2010s, Mongolian lawmakers began pushing for a renegotiation of the contract, citing concerns over revenue distribution and sovereignty. Mongolia demanded higher royalties and a bigger share of mining profits, the parties eventually settled on a deal whereby Rio Tinto agreed to write off $2.3 billion in debt owed by Mongolia and increase economic benefits for the country.

    These examples highlight:

    • Resource sovereignty can be used as leverage to renegotiate terms: In both cases, the overall goal of the governments were achieved, not through nationalisation, but by using the resources to put pressure on its commercial counterpart.
    • While not always “win-win”, negotiated outcomes are better than nationalisation’s “win-lose” outcome: While both Rio Tinto in Mongolia and Freeport in Indonesia ended up in less favourable positions than they had been at the beginning, they did manage to retain control of the projects.

    2.4 Asserting resource sovereignty is a high-risk approach

    The 1950s provide us with two propositions of the high risks faced by states seeking to reassert control over natural resources.The nationalisation of the Anglo-Iranian Oil Company (“AIOC”) by the Iranian government in 1951 triggered a major confrontation with the UK. Iran’s oil industry was controlled by AIOC, a British firm that later became BP. Iran received only a small share of the oil revenues, which fuelled nationalist resentment. In 1951, Prime Minister Mohammad Mossadegh led a movement to nationalise AIOC, arguing that Iranian resources should benefit Iranians. The UK imposed an economic blockade, preventing Iran from selling its oil on international markets. The Iranian government’s moves sparked an international legal battle – the case was taken to the International Court of Justice, which eventually ruled in Iran’s favour. Although the judicial battle was won, the U.S. and the UK orchestrated a coup d’état in 1953 which overthrew Mossadegh and reinstated the Shah, who reversed the nationalisation of AIOC and restored Western control over Iran’s oil.

    The Suez Crisis is further proof that nationalisation carries with it great risks. When President Nasser of Egypt wrested control of the Suez Canal from the Anglo-French Suez Canal Company in 1956, a major international incident was triggered. The UK, France and Israel launched a military invasion in an attempt to seize control of the canal and remove Nasser from power. The invasion faced heavy international opposition. The U.S., the Soviet Union and the United Nations pressured the invading forces to withdraw, marking a shift in global power dynamics away from traditional European colonial powers. Despite the military action, Egypt successfully nationalised the canal, expelling European influence from the region. Suez Canal revenues became a major source of income for Egypt and remain so to this day.

    Both the Iranian nationalisation of AIOC and the Suez Crisis provide us with salient lessons:

    • If the resources in question have significant economic and/or strategic value, other state actors may get involved: In both instances, the value of the resource being expropriated was such that military responses were instigated.
    • Nationalisation is not always the end of the story: In the case of Iran, it was reversed following the coup. With Suez, although nationalisation prevailed in the end, there was a military cost.

    2.5 Securing the deal is one thing, making it last is another

    History has shown us time and time again that lopsided treaties (or those that are perceived to be lopsided) rarely last long. If after securing a mineral rights deal with the United States, Ukraine were to follow a path to nationalisation, legal challenges from the U.S. would most likely arise. Enforcement of arbitration awards, however, remains difficult. Countries facing national security crises or economic downturns often prioritise domestic needs over investor protections, making legal recourse an uncertain remedy.

    3 Protecting European Stakeholders

    The EU, as Ukraine’s primary economic partner, has a vested interest in ensuring stable and fair access to critical mineral resources. The EU-Ukraine Association Agreement includes commitments to fair trade practices and regulatory alignment, which could provide a basis for European legal challenges should the U.S./Ukraine deal impinge on Ukraine’s obligations to European investors.

    Additionally, the EU’s Critical Raw Materials Act aims to secure at least 10% of its REE needs from EU sources by 2030. If Ukraine’s deal with the U.S. creates an exclusive supply chain for American industries, European goals may be compromised. This, in turn, may create tensions in any EU accession talks between Ukraine and the EU (assuming the idea of EU membership remains on the table following the end of hostilities).

    4 Details matter

    The as yet unsigned U.S./Ukraine mineral rights deal has brought the high-stakes nature of international resource agreements into the spotlight. While the potential agreement promises economic benefits and supply chain security, the legal and geopolitical risks cannot be overlooked. The threat of nationalisation, coupled with Ukraine’s economic fragility and historical precedents like those referred to earlier, raise legitimate concerns for investors and policymakers alike.

    Ultimately, the success of a rare earth deal will depend on its legal framework, enforcement mechanisms and both sides’ long-term commitment to honouring their commitments. It is perhaps a transactional truism that the fine print of a deal often determines its fate. In the world of critical minerals, the devil is indeed in the details.

    By Nicholas Coddington, Partner, Wolf Theiss

  • ZSP Advokati and Dentons Advise on Airport City East Gate Business Tower 1 Financing

    ZSP Advokati, working with Dentons and Harneys, has advised NLB Komercijalna Banka Beograd and Banca Intesa Beograd on the financing of the Airport City East Gate Business Tower 1 project, developed by AFI Europe.

    According to ZSP Advokati, this state-of-the-art business tower, with a total investment of approximately EUR 60 million, will introduce 27,000 square meters of premium office space to Belgrade’s commercial landscape.

    The ZSP Advokati team included Partner Jelisaveta Stanisic and Senior Associate Tijana Trivunovic.

    The Dentons team included Bucharest-based Partner Simona Marin and Senior Associate Catalina Raca as well as further lawyers in Amsterdam.

  • Cobalt Advises European Energy on EUR 68 Million Solar Farm Financing in Latvia

    Cobalt has advised European Energy on EUR 68 million financing to construct a 148 megawatt-peak solar farm in Latvia. Sorainen, Watson Farley & Williams, and Moalem Weitemeyer reportedly advised the lenders.

    European Energy is a Danish renewable energy developer.

    According to Cobalt, the financing package is provided by a consortium of financial institutions including Nordic Investment Bank, Luminor Bank, and NORD/LB. NIB’s EUR 28 million loan is supported by the EU’s InvestEU Framework Operation on Clean Energy Transition, marking NIB’s first InvestEU loan in Latvia. The new solar farm will generate green electricity for over 40,000 households, advancing the country’s green transition and reducing its dependence on imported energy. 

    Moreover, Cobalt reports that Stelo Orienta, a subsidiary of European Energy, will commence construction in early 2025, with commercial operations expected in the first half of 2026.

    The Cobalt team included Partner Gatis Flinters and Senior Associates Inga Tenisa and Martins Tarlaps.