CEE Legal Matters

Author: admin

  • Kosovo: Using Binding Corporate Rules and Standard Contractual Clauses as Data Transfer Mechanisms

    The Law for Protection of Personal Data (LPPD) in Kosovo establishes guidelines for protecting personal data and regulates its transfer to other countries.

    Companies in Kosovo can transfer personal data to a company outside of Kosovo without seeking prior approval from the Information and Privacy Agency (IPA) only if the receiving company is from a country part of the IPA’s list of countries with a satisfactory level of data protection (IPA’s list). If that is not the case, then the IPA’s approval shall be acquired for the transfer of personal data (IPA’s approval). The IPA will prepare its list or issue its approval, relying on the assessment of the level of protection offered by the legal framework governing personal data in the country to which the data is being transferred. This means that a Kosovar company’s efforts to ensure compliance with the LPPD may be futile if the IPA deems the receiving country’s data protection level insufficient. Fortunately, all EU Member States are part of the IPA’s list and no procedure needs to be followed for the transfer of personal data to a company in the EU.

    Even though the LPPD does not foresee safeguarding measures for receiving companies processing personal data outside of Kosovo as the General Data Protection Regulation (GDPR) does, it requires that the processing of personal data is done in accordance with the requirements and principles set out in the LPPD. Therefore, when there’s a breach of personal data processed by a company outside of Kosovo, the company in Kosovo that transferred such data will be held liable for not ensuring proper safety measures for the processing of the personal data.

    So, the question here would be whether there are any safeguarding measures for the processing of personal data outside of Kosovo allowed by the LPPD. Can companies adopt GDPR models as practical tools?

    To highlight what the GDPR offers, under its rules, EU companies need to be compliant with certain safeguards and conditions when transferring personal data to a jurisdiction outside the EU (third country). Two recognized and often used mechanisms are: the Binding Corporate Rules (BCR) and the Standard Contractual Clauses (SCC), as foreseen under Articles 28(3), 46(2)(b), and 47 of the GDPR. BCRs are data protection policies adhered to by companies established in the EU for transfers of personal data outside the EU within a group of undertakings or enterprises, while SCCs are standardized and pre-approved model data protection clauses that allow controllers and processors (not necessarily under the umbrella of the same group of undertakings) to comply with their obligations under the GDPR. Both BCRs and SCCs are approved by a supervisory authority before entering into force.

    Following GDPR models, companies in Kosovo might be prone to use BCRs or SCCs to safeguard personal data and also determine the responsibilities and liability when there is joint control over the data or the processor is from another country.  In these cases, the LPPD does not prohibit the use of these two mechanisms, and neither does it foresee the requirement for any approval from the IPA. The LPPD mandates that companies implement internal policies for data control and processing and allows these processes to be governed by contractual agreements. Therefore, BCRs and SCCs can be seen as mechanisms implicitly allowed by the LPPD.

    In cases of joint control over the data, companies in Kosovo might lean toward BCRs, specifically when they are part of EU corporate groups and they need to comply with the GDPR and the LPPD to also process data coming from EU countries. On the other hand, SCCs might be seen as more practical and easier to implement without seeking any approval from the corporate group.

    In conclusion, the LPPD’s neutrality toward safeguarding measures allows companies in Kosovo to adopt GDPR models for protection. By implementing BCRs or SCCs, companies can strengthen data protection, reassure data subjects, and build trust with international partners.

    By Art Sylaj, Head of TMT, and Lirika Berisha, Legal Assistant, RPHS Law

    This article was originally published in Issue 11.11 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • NKO Partners Advises GreenChem on Acquisition of Adeco Blue

    NKO Partners has advised GreenChem on the acquisition of Adeco Blue from Adeco. Sole practitioner Natalija Basic advised the sellers.

    GreenChem Holding is a member of the Hartenberg Group. It deals in the manufacture and sale of AdBlue – used for catalytic applications in the automotive sector. 

    Adeco is a Serbian company that produces motor oils, industrial oils, and specialized liquids for motor vehicles.

    According to NKO Partners, the transaction included the purchase of 100% shares in the Serbian company Adeco Blue based in Novi Sad and the acquisition of the entire distribution portfolio pertaining to AdBlue products. 

    The NKO team included Partner Djordje Nikolic and Senior Associates Vojin Babovic and Benjamin Graca.

  • Savoric & Partners Advises Ing-Grad on IPO to Raise EUR 55 Million

    Savoric & Partners has advised Ing-Grad on its planned IPO on the Zagreb Stock Exchange, where the company aims to raise approximately EUR 55 million by selling 30% of its treasury shares.

    Ing-Grad is a Croatian construction firm founded in 1985. According to Savoric & Partners, Ing-Grad plans to offer 1.2 million shares, with a price range set between EUR 37 and EUR 46 per share. The proceeds will be used for strategic acquisitions – particularly in geotechnical engineering and other specialized construction segments – and for enhancing employee rewards and strengthening the company’s financial position. 

    Savoric & Partners could not provide additional information on the matter.

  • The Commission For Protection Of Competition Conducts Sectoral Analysis in the Pharmaceutical Industry

    The Commission For Protection Of Competition of the Republic of Serbia (“Commission“) recently announced that it will conduct a sectoral analysis of the pharmaceutical industry, specifically examining market conditions and competition in the human drug market in Serbia. This decision comes in light of increasing regulatory oversight and the need to assess competitive conditions in this key sector.

    The announced sectoral analysis commenced with the distribution of questionnaires to pharmacy institutions operating a larger number of retail outlets, aimed at gathering essential data for the analysis.

    Throughout the sectoral analysis, the Commission will review medicines listed under the reimbursement scheme of mandatory health insurance, as well as pricing formation, market shares, competition conditions, potential barriers to market entry, vertical relationships between wholesalers and pharmacies, and other relevant factors.

    What Does a Sectoral Analysis Entail?

    A sectoral analysis involves the examination and monitoring of a specific industry to identify potential distortions of competition. Unlike procedures focused on specific market participants and individual cases, a sectoral analysis provides a broader overview of market conditions. These analyses may result in recommendations for regulatory changes or the initiation of proceedings against entities that violate competition rules.

    The primary objective of this analysis is to define potential measures and activities that the Commission, in the form of opinions and recommendations, would present to the relevant authorities and market participants. The goal is to enhance the competitive landscape of the industry under review.

    Legal Basis for Conducting Sectoral Analysis

    The authority of the Commission to conduct sectoral analyses is regulated by Article 47 of the Law on Protection of Competition (Official Gazette of the Republic of Serbia No. 51/2009 and 95/2013). Specifically, in cases where price trends or other circumstances indicate the possibility of restricting, distorting, or preventing competition, the Commission may analyze the state of competition within a specific industry or certain categories of agreements across different industries.

    In this regard, for the purpose of conducting sectoral analyses, the Commission may request market participants to provide all necessary data or documents, particularly concerning concerted practices, and may carry out any required investigations.

    The Commission is obligated to publish a report on the conducted sectoral analyses in an appropriate manner, primarily on its official website, and may invite market participants to submit their comments on the report.

    Reasons for Analyzing the Pharmaceutical Industry

    The pharmaceutical industry is unique due to its complex structure and critical importance to public health. Factors such as drug pricing, distribution channels, and potential abuses of dominant market positions are among the key reasons why the Commission pays special attention to this sector.

    In recent years, many countries have uncovered anti-competitive practices, including cartel agreements, artificial restrictions on drug supply, and unfair competition. The Commission’s goal in Serbia is to use the sectoral analysis to identify potential risks and ensure a level playing field for all market participants.

    If the Commission detects irregularities, it may initiate proceedings for competition law violations, which could lead to enforcement measures, including significant financial penalties. On the other hand, sectoral analysis can also drive positive changes, such as improved drug availability and better conditions for patients and consumers.

    This article is to be considered as exclusively informative, with no intention to provide legal advice. If you should need additional information, please contact us directly.

    By Marija Muzevic, Counsel, PR Legal

  • Czech Republic: Overview of Selected Obligations in Connection with the End of the 2024 Accounting Period

    With the end of the 2024 calendar year accounting period, companies must focus on key obligations associated with it. This overview, prepared by the law firm Eversheds Sutherland, summarizes the most important deadlines and obligations related to financial statements, the annual report, the related parties report, and the filing of the corporate income tax return. Proper and timely fulfillment of these obligations is essential to comply with legal requirements.

    A summary of the most important deadlines for 2025:

    Financial statements:

    • Review within six months from the balance sheet date (usually by 30 June 2025)
    • Filing (together with the annual report) in the collection of documents within 30 days of their approval (usually by 30 July 2025), but no later than 12 months after the balance sheet date (usually by 31 December 2025) 

    Related parties report 

    • Preparation by 31 March 2025 
    • Filing in the collection of documents within 30 days of its approval, but no later than 12 months after the balance sheet date (usually by 31 December 2025) 

    Corporate income tax return 

    • Filing by 2 May 2025 with a possible extension until 1 July 2025
    1. Financial statements

    Preparation of financial statements

    The preparation of the company’s financial statements must be arranged by its statutory body. The financial statements are prepared as on the balance sheet date when the company accounting books of the company are closed. The balance sheet date for most companies is 31 December 2024.

    Review and approval of the financial statements

    The General Meeting or the sole shareholder reviews the regular financial statements within six months from the last day of the previous accounting period. If the company’s accounting period is a calendar year, the last possible date for the review and approval of the financial statements for 2024 is 30 June 2025.

    If the company has its financial statements audited by an auditor, we recommend that the decision to approve the financial statements should include the appointment of an auditor for the next financial year. The auditor may be appointed for more than one year.

    Publication of the financial statements on the company’s website

    Joint stock companies and European Companies (SEs) are required to publish their financial statements on their websites for at least 30 days before the date of the General Meeting and for 30 days after the approval or disapproval of the financial statements.

    Together with the financial statements, the annual report, or report on business activities and the state of its assets, and the related parties report with the opinion of the supervisory body, are also published.

    Filing of financial statements in the collection of documents of the commercial register

    The financial statements must be filed in the collection of documents within 30 days of their approval by the General Meeting or the sole shareholder and verification of an auditor (if required), but no later than 12 months after the balance sheet date. This twelve-month period applies regardless of whether financial statements have been audited or approved.

    If the company’s accounting period is a calendar year, the last possible date for the filing of the financial statements for 2024 in the collection of documents is 31 December 2025.

    1. Related parties report and annual report

    Preparation of the related parties report

    If the company is controlled person (i.e. it is controlled by another person or entity, typically by its majority shareholder, or it is part of a group of companies or a concern), the statutory body also prepares a report on relations between related parties within three months of the end of the financial year. The related parties report is usually part of the annual report.

    If the company has a supervisory body (e.g. a supervisory board), this body reviews the related parties report and then informs the General Meeting about the findings. If the controlling person/entity is the sole shareholder, no review is required.

    The related parties report must be filed in the collection of documents of the commercial register within 30 days of its approval by the General Meeting or the sole shareholder and verification by the auditor (if required), but no later than 12 months after the balance sheet date. The twelve-month period applies regardless of whether it has been verified by the auditor or approved. If the company’s accounting period is a calendar year, the last possible date for filing the 2024 related parties report in the collection of documents is 31 December 2025.

    Preparation of the annual report

    Companies that are required to have their financial statements audited are also required to prepare an annual report. Its purpose is to provide a comprehensive, balanced and integrated view of their performance, activities and current economic position of the company. In the case of joint stock companies that are not required to have their financial statements audited, a report on business activities and the state of its assets is required.

    Financial statements, including the annual report, or report on business activities and the state of its assets, after they have been verified by an auditor and approved by the competent body, the company publishes within 30 days of both of these conditions being met, but no later than 12 months after the balance sheet date of the financial statements. This twelve-month period applies regardless of whether these documents have been approved. If the company’s accounting period is a calendar year, than the last possible date for filing the annual report for 2024 in the collection of documents is 31 December 2025.

    1. Taxes

    Corporate income tax

    The corporate income tax return in “paper form” must be filed within three months from the end of the tax period, which means by 1 April 2025. 

    However, the deadline for filing the returns is extended in the following situations:

    • to four months after the end of the tax period (until 2 May 2025), if the return has not been filed within the three-month period and is subsequently filed electronically
    • to six months after the end of the tax period (until 1 July 2025), if the financial statements must be audited or if the tax return is not filed within the three-month period and is subsequently filed by a tax advisor.

    If the entity has a data box that is established by law or has a statutory obligation to have its financial statements verified by an auditor, it is obliged to file its corporate income tax return electronically or via a tax adviser, i.e. by 2 May 2025 or 1 July 2025.

    By Michal Ruzicka, Principal Associate, and Simon Holicky, Trainee, Eversheds Sutherland

  • Erdem & Erdem Advises CoreX Resources on Acquisition of CMB

    Erdem & Erdem, working with Morgan Lewis and ADNA, has advised CoreX Resources on the acquisition of the majority shares in Compagnie Miniere Du Bafing. Wallace reportedly advised the sellers.

    According to Erdem & Erdem, CMB is an Ivorian nickel company that operates the largest direct Shipping ore nickel project on the African continent, including the rich open pit mines of Foungbesso and Moyango. CoreX acquired CMB alongside the State of Cote d’Ivoire (10% interest) and SODEMI (5% interest).

    The Erdem & Erdem team included Partner Ozgur Kocabasoglu, Managing Associate Melissa Balikci Sezen, and Associate Nil Gulyasar.

  • Sayenko Kharenko Advises ArcelorMittal Kryvyi Rih in US Steel Sunset Review

    Sayenko Kharenko, working with Appleton Luff, has advised ArcelorMittal Kryvyi Rih in a sunset review of anti-dumping duties on steel concrete reinforcing bar imports to the United States.

    ArcelorMittal Kryvyi Rih is a Ukrainian integrated steel company, founded in 1934 and located in Kryvyi Rih, in central Ukraine.

    According to Sayenko Kharenko, the review concerned imports from Ukraine, Belarus, China, Indonesia, Latvia, Moldova, and Poland. This initiative comes at a critical juncture in US-Ukraine trade relations, following Ukraine’s inquiry during the December 2022 WTO Trade Policy Review regarding the potential termination of anti-dumping measures. 

    The Sayenko Kharenko team included Partner Anzhela Makhinova, Associate Oleksandra Sandul, and Paralegal Maksym Mykytiuk.

  • Walless Advises ScaleWolf on EUR 2 Million Investment in Pulsetto

    Walless has advised ScaleWolf on its EUR 2 million investment in Pulsetto.

    Pulsetto is a Lithuanian startup backed by Kilo Health that develops vagus nerve stimulation technology. According to Walless, this funding will help adapt Pulsetto’s innovation – originally designed to support stress management and speed up recovery – for military use, providing a new tool to enhance resilience in high-pressure environments.

    The Walless team included Partner Arturas Grimaila and Associate Ieva Pikaite.

    Walless did not respond to our inquiry on the matter.

  • Linklaters Advises Metinvest on Piombino Green Steel Production Plant

    Linklaters, working with BonelliErede, has advised Metinvest on entering into a shareholders’ agreement with Danieli for the construction of a green steel facility in Piombino, Italy.

    Metinvest is a steel and mining group. According to Linklaters, Metinvest Adria will develop and operate the eco-friendly steel rolling plant in Piombino, Tuscany. The facility will employ electric arc furnace technology and utilize recycled materials – such as scrap, pig iron, and direct reduced iron, partly sourced from Metinvest’s Ukrainian operations – to achieve an annual production capacity of 2.7 million tons. 

    In 2020, Linklaters advised on Metinvest’s USD 333 million eurobond issue and cash tender offer (as reported by CEE Legal Matters on October 20, 2020).

    The Linklaters team included Partner Dan Cousens, Managing Associates Piotr Zbyszynski, Michal Szperzynski, Wojciech Podlasin, and Filip Stawicki, and Associates Zuzanna Oldfield and Yuliia Stepanyk.

  • Kochanski & Partners Advises Mitmar on Patent Protection for Food Processing Technology

    Kochanski & Partners has advised Mitmar on obtaining patent protection for its food processing technology.

    Mitmar is a Polish FMCG company. According to Kochanski & Partners, the patented solution employs a compact, closed production line that not only improves product quality by accelerating freezing and enhancing microbiological conditions but also significantly reduces the carbon footprint – a key environmental benefit.

    The Kochanski & Partners team included Partner Karolina Marciniszyn and Senior Associate Tomasz Szambelan.