CEE Legal Matters

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  • Where Do the Goodies Come From? The Key Question Under the EU Deforestation Regulation

    If your company sells products that contain, have been fed with or have been made using cattle, cocoa, coffee, oil palm, rubber, soya or wood, then your company should most likely start preparing for compliance with the EU Deforestation Regulation[1]. The same applies if others in your company’s supply chain produce or sell these commodities or related products.

    The EU Deforestation Regulation is the first of its kind in the world. Its aim is to minimise the EU’s contribution to deforestation and forest degradation by ensuring that relevant commodities and derived products are only sold on or exported from the EU market if they are deforestation-free.

    In simple terms:

    • deforestation means the conversion of forest to agricultural use, whether human induced or not;
    • forest degradation means various ways to alter natural forests and convert them in man-made forests;
    • deforestation-free means that the relevant products contain, have been fed with or have been made using relevant commodities that were produced on land that has not been subject to deforestation after 31 December 2020. For products that contain or have been made using wood, deforestation-free means that the wood has been harvested from the forest without inducing forest degradation after 31 December 2020.

    TIMELINE

    The EU Deforestation Regulation entered into force on 29 June 2023.

    It was originally scheduled to apply as of 30 December 2024. However, in response to concerns raised by interested stakeholders, the European Commission has put forward a proposal to postpone the date of its application by 12 months[2]. The proposal was agreed by the EU Parliament and Council[3].

    The EU Deforestation Regulation will therefore be binding for large operators and traders from 30 December 2025, while micro and small companies must apply it from 30 June 2026.

    APPLICABILITY TO OPERATORS AND TRADERS

    The EU Deforestation Regulation applies primarily to:

    • operators, i.e., any natural or legal person who, in the course of a commercial activity, places relevant products on the market or exports them; and
    • traders, i.e., any person in the supply chain other than the operator who, in the course of a commercial activity, makes relevant products available on the market.
    • Other key terms for understanding the concepts of operator and trader have the following meaning:
    • placing on the market means the first making available of a relevant commodity or derived product on the EU market;
    • making available on the market means any supply of a relevant product for distribution, consumption or use on the EU market in the course of a commercial activity, whether in return for payment or free of charge;
    • in the course of a commercial activity means for the purpose of processing, for distribution to commercial or non-commercial consumers, or for use in the business of the operator or trader itself;
    • export means the procedure laid down by applicable customs legislation.

    The European Commission has already published guidance to help interested stakeholders understand and implement the key concepts of the EU Deforestation Regulation[4], including examples of when a natural or legal person can be considered an operator or a trader.

    COMMODITIES AND PRODUCTS SUBJECT TO THE NEW RULES

    With very few exceptions, in general, all relevant products that contain, have been fed with or have been made using relevant commodities produced or obtained after 29 June 2023 and that are placed on the EU market or exported from the EU customs territory are covered by the EU Deforestation Regulation:

    • relevant commodities cover oil palm, soya, wood, cocoa, coffee, cattle and rubber;
    • relevant products are those derived from the relevant commodities, such as meat of cattle, coffee substitutes containing coffee in any proportion, chocolate, furniture, printed paper, pneumatic tyres and personal care products containing palm oil derivates.  

    The list of relevant commodities and products is included in Annex I of the EU Deforestation Regulation, with the possibility for the European Commission to amend and/or extend the list, following an impact assessment.

    There is no threshold in terms of quantity or value of the commodities and products to trigger the application of the EU Deforestation Regulation. This means that the new rules would generally apply regardless of the quantity or value of the relevant commodities and products, if the other conditions are met.

    THE MAIN REQUIREMENTS IN A NUTSHELL

    Operators will be required to carry out extensive due diligence before placing the relevant products on the market or exporting them. Following the results of the due diligence exercise, they will have to provide a due diligence statement to the competent authorities confirming that the relevant products do not circumvent the provisions of the EU Deforestation Regulation.

    Operators must also provide other operators and traders further down the supply chain with all the information necessary to prove that due diligence has been carried out and that no or only a negligible risk has been found.

    Traders, on the other hand, will have to make relevant products available on the market only if they are in possession of the information required to identify (i) the operators or the traders who have supplied them with, or to whom they have supplied the relevant products, and (ii) the due diligence statements associated with those products.

    The due diligence requirements are demanding and include extensive monitoring and reporting obligations to prove compliance within the supply chains. This will require the collection and centralization of large volumes of data to reach compliance with the EU Deforestation Regulation.

    The competent authorities, at their end, will have to carry out checks within their territory to establish whether the relevant products that the operator or trader (i) has placed/made available on the market/exported or (ii) intends to place/make available on the market/export comply with the regulation.

    SANCTIONS FOR NON-COMPLIANCE

    Penalties for non-compliance with the EU Deforestation Regulation will be laid down at national level and will include:

    • fines proportionate to the environmental damage and the value of the relevant commodities or relevant products concerned, the maximum amount of such a fine being at least 4% of the perpetrator’s total annual turnover in the EU for the preceding financial year;
    • confiscation of the concerned products and/or revenues;
    • exclusion up to 12 months from public procurement procedures and from access to public funding;
    • temporary prohibition from placing or making available on the market or exporting relevant commodities and products, in case of a serious infringement or of repeated infringements;
    • prohibition from exercising the simplified due diligence provided by the EU Deforestation Regulation in case of a serious infringement or of repeated infringements.

    It is also noteworthy that the European Commission, based on information notified by Member States, will publish on its website a list with final judgements against legal entities for infringements of the EU Deforestation Regulation, including the name of the perpetrator, the date of the final judgement, a summary of the activities for which the legal person has been found guilty and the imposed sanctions.

    PREPARATION FOR IMPLEMENTATION

    The extra time gained by the postponement of the EU Deforestation Regulation implementation date needs to be used carefully and wisely by stakeholders to ensure that they are ready for the new global interactions, by already putting in place data management systems and extensive due diligence procedures for the supply chains.

    The interaction of the EU Deforestation Regulation with other recently adopted EU legislation, such as the CSRD (Directive 2022/2464 amending certain normative acts as regards corporate sustainability reporting) and the CSDDD (Directive 2024/1760 on corporate sustainability due diligence), should not be ignored, as they concern, to some extent, overlapping obligations.

    Large companies directly and/or indirectly affected by the EU Deforestation Regulation and the CSDDD should especially work harder to address the due diligence regulations in an integrate and complementary manner. Although they have different scopes, the CSDDD provides a general framework (lex generalis), while the EU Deforestation Regulation provides a specific one (lex specialis). Consequently, an effective preparation for the EU Deforestation Regulation implementation will have to assess and address both normative acts to enhance the efforts of businesses to collect data and assess risks and mitigation measures in a coherent way.

    CONCLUSION

    The above-mentioned aspects are just some of the key issues to consider when analysing the applicability of the EU Deforestation Regulation. Many of the innovations will be followed by subsequent requirements. Therefore, given the impact and complexity of the upcoming due diligence requirements, a careful and thorough analysis is necessary to provide a good understanding of them.

    [1] Regulation (EU) 2023/1115 on the making available on the Union market and the export from the Union of certain commodities and products associated with deforestation and forest degradation (the “EU Deforestation Regulation”).

    [2] https://ec.europa.eu/commission/presscorner/detail/en/ip_24_5009

    [3] https://www.consilium.europa.eu/en/press/press-releases/2024/12/18/eu-deforestation-law-council-formally-adopts-its-one-year-postponement/

    [4] https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A52024XC06789&qid=1731687748447

    By Madalina Vasile, Head of the Environment Practice, and Camelia Stanciu, Senior Associate, Environment Practice, NNDKP

  • bpv Huegel advises EAVISTA on the acquisition of the majority stake in card complete Service Bank AG

    EAVISTA is acquiring 75.1% of the shares in card complete Service Bank AG from UniCredit Bank Austria and Raiffeisen Bank International.

    Vienna, 19 February 2025. bpv Huegel advises EAVISTA Beteiligungsverwaltungs GmbH on the acquisition of 75.1% of the shares in card complete Service Bank AG. card complete Service Bank AG is a leading provider of credit card and payment solutions for private and corporate customers. 

    The share purchase agreement was concluded on Monday this week, with UniCredit Bank Austria AG (50.1%) and Raiffeisen-Invest-Gesellschaft m.b.H. (25.1%) (group company of Raiffeisen Bank International AG) selling their shares to EAVISTA. AVZ GmbH (AVZ Privatstiftung) remains as shareholder. Closing of the share purchase agreement is expected to take place after approval by the regulatory authorities. 

    For the credit card portfolios of customers of UniCredit Bank Austria and banks of the Austrian Raiffeisen sector the two selling shareholders (UniCredit Bank Austria and Raiffeisen Bank International) entered into an agreement with card complete to offer credit cards directly to those customers. 

    EAVISTA Beteiligungsverwaltungs GmbH is owned by Arif Babayev, a British entrepreneur, and is managed together with Nurlan Zhagiparov, co-founder of the UK-based payment services provider DNA Payments Limited. The two experts in financial technology and innovation have more than 20 years of experience in the banking and financial services industry. 

    “The team of bpv Huegel guided us to the signing of this transaction with their outstanding market and in-depth transactional expertise in the banking and payment services sector,” comments Arif Babayev. 

    “We are very pleased to have supported EAVISTA with the experienced team around Arif Babayev and Nurlan Zhagiparov in this landmark transaction in the Austrian payment services industry”, emphasises Christoph Nauer, partner at bpv Huegel leading on the transaction. 

    card complete

    For more than 40 years, card complete has played a leading role in shaping cashless payment transactions in Austria. As the only fully integrated services provider in Austria and one of the top providers in the market, card complete combines with the strategy “complete” all elements of the cashless payment value chain – from the processing of card-based payment transactions and a versatile product range of credit cards to acquiring solutions for stationary point-of-sale and e-commerce. The highest level of security and service in all matters is top priority. card complete offers credit cards from Visa, Mastercard and, exclusively, Diners Club. With its nationwide network of acceptance partners, it accepts Visa, Visa Debit, V PAY, Mastercard, Mastercard Debit, Maestro, JCB, Diners Club, Discover, American Express, UnionPay, Bluecode and Alipay. Diners Club has been a fully integrated member of card complete Service Bank AG since October 2022. DC elektronische Zahlungssysteme GmbH also belongs to the card complete group. www.cardcomplete.com 

    Transaction team of bpv Huegel

    The transaction team of bpv Huegel, led by Christoph Nauer (Corporate/M&A, Finance&Regulatory) and Thomas Lettau (Corporate/M&A), included Barbara Valente (Corporate/M&A, Finance&Regulatory), Roland Juill (Corporate/M&A), Nicolas Wolski (Tax), Kornelia Wittmann (Tax, Finance&Regulatory), Gerhard Fussenegger, Philipp Stengg (both Merger Control/FDI), Ingo Braun (Finance & Regulatory), Johannes Mitterecker (Corporate/M&A), Paul Pfeifenberger (Labour Law), Walter Niedermueller (Labour Law), Sonja Duerager (Data Protection, IP/IT), Tim Pasternak (Corporate/M&A), Lucas Hora (Corporate/M&A, Tax Law), Daniel Maurer (Corporate/M&A). 

    A team from DORDA, led by Christoph Brogyányi and Christian Ritschka, advised UniCredit Bank Austria AG. Binder Grösswang (Thomas Schirmer and Mona Holzgruber) represented Raiffeisen Bank International AG on the transaction.

  • TGS Baltic Advises Ready Player Me on NFT Collections Launch

    TGS Baltic has advised Ready Player Me on the launch of two NFT collections – Collection ZERO and STEPN × PlayerZero.

    Ready Player Me is an interoperable avatar platform.

    According to TGS Baltic, the first collection, Collection ZERO, was launched in October 2024 on the OpenSea platform as an open-edition release featuring digital collectibles inspired by streetwear and pop culture, which can be used in the PlayerZero avatar editor and related games. Furthermore, in January 2025, Ready Player Me, in collaboration with STEPN, Morchi, and PlayerZero, launched the limited-edition STEPN × PlayerZero collection consisting of 3,000 collectibles on the Magic Eden platform.

    The TGS Baltic team included Partner Priit Latt and Associate Rainer Urmas Maine.

  • Klaudia Krolak and Konrad Kosicki Become Shareholders at Greenberg Traurig Warsaw

    Klaudia Krolak and Konrad Kosicki have become Shareholders at Greenberg Traurig’s Warsaw office.

    Krolak is part of Greenberg Traurig’s Mergers & Acquisitions and Private Equity practice. She has been with the firm since 2023 when she joined as Partner. Earlier, she worked at Linklaters between 2004 and 2023.

    Kosicki is part of the firm’s Energy and Natural Resources practice. He has been with the firm since 2023 when he joined as Partner. Earlier, he was with Wolf Theiss as Partner and Head of Energy between 2019 and 2023 and with Gide as Head of Energy between 2015 and 2019. Earlier still, he worked at Norton Rose Fulbright as a Senior Associate between 2008 and 2015 and at Squire Patton Boggs as an Associate between 2007 and 2008.

    “These Partner elevations reflect Greenberg Traurig’s dedication to cultivating the next generation of business-oriented leaders,” said Senior Partner Lejb Fogelman. “Klaudia and Konrad exemplify how legal expertise, combined with an entrepreneurial mindset, delivers extraordinary value to our clients. Their promotions are a testament to our merit-based culture, where success is determined by performance and business acumen. Notably, both Klaudia and Konrad joined us two years ago and have already achieved phenomenal success across the board.”

    “Congratulations to Klaudia and Konrad – they have made significant contributions to our firm’s recent success and their leadership will be instrumental in shaping the future of our Corporate and Energy offering,” added Managing Partner of Greenberg Traurig in Poland Jolanta Nowakowska-Zimoch.

  • Rymarz Zdort Maruta Advises Qualitas Energy on Photovoltaic Project Financing in Poland

    Rymarz Zdort Maruta has advised Qualitas Energy on financing the construction of a 28-megawatt-peak photovoltaic project in Poland, granted to a company from the Suncatcher group.

    Qualitas Energy is an investment and management platform focused on renewable energy and sustainable infrastructure, having managed investments valued at over EUR 12 billion since 2006. 

    Suncatcher, operating in Germany and Poland, specializes in the development, construction, and operation of photovoltaic and BESS systems.

    According to Rymarz Zdort, the project will sell electricity on a full merchant basis, supporting Qualitas Energy’s commitment to renewable energy infrastructure development in Europe.

    The Rymarz Zdort Maruta team included Partner Jakub Rachwol, Counsel Marcin Gruszka, Senior Associate Adrian Augustyniak, and Associate Maksymilian Kaszubowski.

    Rymarz Zdort Maruta could not provide additional information on the matter.

  • Tax Issues of the Deposit Return System – A.K.A Tax Issues of the HUF 50 Bottle Return

    Last summer, the deposit return system (DRS) was introduced, under which 0.1-3 litres of drink products with a mandatory redemption fee can be bought in shops at a price increased by the redemption fee.

    In the case of compulsory returnable reusable products, the manufacturer sets the redemption fee on a product-by-product basis. On 20 January 2025, the Hungarian tax authority clarified the tax treatment of the redemption fee for beverage packaging: under the mandatory redemption scheme, the redemption fee paid to an individual is considered tax-free income for the individual.

    Under the Personal Income Tax Act, all income of an individual is taxable. Income is the total makings earned by an individual from another person. Makings are the value of property acquired by an individual under any title and in any form, whether in cash or in-kind. Accordingly, the well-known HUF 50 bottle redemption fee would be taxable income under the general rule described above.

    However, from 29 November 2024, Annex 1 of the Act specifies the categories of exempt income, including the bottle redemption fee. This exemption from personal income tax was confirmed by the tax authority on 20 January 2025, and the detailed rules of practical relevance were also explained. The redemption fee is tax-free if it is paid by the distributor in cash or by bank transfer if the individual receives the proceeds in the form of a voucher issued by the automatic redemption machine. It is also exempt if the redemption fee is disposed of by the individual for the benefit of another person at the time of redemption. It was also underlined that the individual does not receive taxable income even if the product with the mandatory redemption fee is purchased by a paying party (a company), but the paying party does not take care of the redemption of the packaging but transfers the product with the redemption fee to the individual. Accordingly, it does not matter who bought the returnable bottle, if it is returned by the individual, it remains tax-free income.

    By Krisztian Kiralyvolgyi, Attorney at Law, KCG Partners Law Firm

  • Stefan Savic Joins NKO Partners as Head of Antitrust and Competition Practice

    Stefan Savic has joined NKO Partners as the firm’s new Head of Antitrust and Competition Practice.

    Before the move, Savic worked for Kinstellar as a Senior Associate between 2023 and 2025. Earlier, he worked for Karanovic & Partners as a Junior Associate between 2017 and 2020, as an Associate between 2020 and 2023, and finally as a Senior Associate in 2023.

    “We are excited to have Stefan on board and look forward to the contributions he will make to our team and our clients,” stated NKO Partners.

  • Krehic Law and Madirazza Advise on Eagle Hills’ Acquisition of Suncani Hvar

    Krehic Law has advised Eagle Hills Croatia on its acquisition of Suncani Hvar from CPI Property Group. Madirazza advised CPI Property Group. Hanzekovic & Partners reportedly advised Eagle Hills Croatia as well.

    Eagle Hills Croatia is a real estate development company.

    Suncani Hvar is a hospitality sector company.

    The Krehic Law team included Partner Tarja Krehic and Attorney at Law Katarina Fulir.

    The Madirazza team included Managing Partner Josip Madirazza and Partners Tatjana Radmilovic and Marinka Kovacic.

  • Austria: EU Gas-Hydrogen Package: On the Party Status in the Procedure for the Decommissioning of Natural Gas Distribution Networks under the Internal Gas Market Directive

    As part of the EU Gas and Hydrogen Package, Directive (EU) 2024/1788 of 13 June 2024 (“Internal Gas Market Directive; IGMD”) makes provisions for the first time on the phase-out of gas by network operators through the decommissioning of gas networks. Article 57 IGMD stipulates that gas distribution system operators (“DSO”) must develop network decommissioning plans (“NDP”) if a reduction in natural gas demand is foreseeable. The competent national authorities assess whether the NDP for the distribution network meets the principles set out in the IGMD.

    The approved NDP is a prerequisite for refusing connection to new network customers or terminating existing customers. The directive defines conditions for the disconnection of gas network connections, such as the consultation of consumer associations or the implementation of protective measures for customers affected by energy poverty and those in need of protection. The IGMD also requires member states to establish appropriate legal protection mechanisms at the national level for a party affected by a decision of the regulatory authority.

    Who should have party status in the future NDP approval procedure depends on whether the decision on the NDP is issued as a notice or regulation, with it having characteristics of both a regulation and a notice. It will primarily concern the respective gas distribution network, but also (indirectly) the customers connected to the gas network, whose contracts may be terminated as a result of the approval, and potential new customers who will not receive network access or connection. Therefore, the approval of the NDP could be considered an infringement of the subjective rights of network customers. The fact that legal protection against a regulation is significantly weaker than against a notice argues for regulating the decision on the NDP as a notice procedure, as the Constitutional Court links the choice of legal form with questions of legal protection in its case law. There are also reasons under EU law: Based on the principle of effectiveness of EU law, the European Court of Justice (“ECJ”) attributes a wide third-party protective character to infrastructure regulation provisions, so that in addition to the infrastructure operator as the direct addressee of the measure, the infrastructure users are also considered affected (ECJ C‑489/15, CTL Logistics GmbH/DB Netz AG, ECLI:EU:C:2017:834, para. 94). The status as a potential user is sufficient for the status as an affected party. Since the extensive scope of subjective rights is derived from EU law, it only applies to provisions based on EU law. Under EU law, the status as an affected party entails the right to an effective complaint. This means that potential users must be able to effectively challenge an infrastructure regulation measure.

    Summary:

    • The IGMD guarantees comprehensive end-customer rights and consumer protection. In particular, affected parties must have the right to effectively challenge the decision on an NDP.
    • Although the IGMD does not directly regulate the termination of network customers, in light of the directive’s purpose, which ultimately envisages the decommissioning of existing natural gas distribution networks, it can be considered an infringement of the subjective rights of network customers.
    • From a constitutional perspective, it should be noted that the decision on an NDP will significantly interfere with fundamental rights, such as property rights, because this decision will impact existing contractual relationships.
    • A notice procedure with party status for network customers could remedy a potential violation of the rule of law principle by the approval decision in the form of a regulation. Constitutional and EU law considerations argue for the party status of end customers alongside the affected gas DSO.

    By Marta Katarzyna Krzystek, Attorney at Law, and Moritz Ublagger, Associate, Schoenherr

  • Bernitsas Advises Kosmocar on Acquisition of MAN Hellas Truck & Bus

    Bernitsas has advised Kosmocar on its acquisition of MAN Hellas Truck & Bus as well as on obtaining phase 1 merger clearance from the Hellenic Competition Commission.

    Kosmocar is the official importer of Volkswagen, Audi, Skoda, and Volkswagen Commercial Vehicles in Greece, as well as Ducati motorcycles in Greece and Cyprus, and operates as an official sales dealership and authorized repairer for Bentley and Lamborghini in Greece.

    MAN is a manufacturer of trucks and buses.

    The Bernitsas team included Partners Lambros Belessis, Evi Kitsou, Marina Androulakakis, and Tania Patsalia, Counsels Christina Zakopoulou and Maria Kloni, Senior Associates Iris Sotiriou and Sildia Fotopoulou, and Associates Chryssa Andresaki, Penny Brouma, Yolanda Kalogirou, Niki Nisotaki, Martha Ntounou, and Marina Myzithra.