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  • The (Increased) Price of Doing Business in Turkiye: A Buzz Interview with Selin Bayar of Pekin Bayar Mizrahi

    Pekin Bayar Mizrahi Senior Partner Selin Bayar discusses Turkiye’s economic challenges, rising labor costs, and evolving regulatory landscape in the financing world.

    “The Turkish government is actively working to bring down inflation and stabilize the economy,” Bayar begins.”Inflation is lower than it was a year ago, but at 50%, it remains quite high. From a business and legal perspective, this creates a challenging environment. Labor costs, for example, have risen significantly, and many companies are facing employment-related legal issues, including layoffs and union pressures,” she outlines. 

    “At the same time, we are seeing a wave of new legislation in various practice areas, such as compliance and data protection or banking and fintech, which is constantly evolving,” Bayar continues. “Clients – especially large conglomerates – are working hard to stay compliant with shifting regulatory frameworks – the regulatory landscape remains fluid, requiring businesses and legal advisors to stay adaptable.” 

    Bayar goes on to say that the rising cost of labor has had significant impacts. “Historically, Turkiye has been an attractive destination for foreign investment due to its relatively cheap labor market and stable economy. Now, foreign companies that are not accustomed to operating in a high inflationary market and suffering from high labor costs are considering exit strategies, and exploring asset sales and we’re seeing an uptick in M&A transactions to that end.” Still, Bayar reports that local investors are stepping in, particularly in sectors like “automotive, mining, and energy. While capital may be leaving in some areas, domestic players remain highly engaged, and we expect to see transactions continue despite these market adjustments.” And, on the private equity front, she reports that “there is still deal activity, but transactions are not particularly sizable. Foreign investors remain cautious due to inflation and ongoing political risks, both of which need to stabilize before confidence rebounds.” 

    Moreover, Bayar reports that the “financing sector is not very active right now, but large private deals are still happening – just not as frequently as before. Compliance, data protection, and employment law remain major areas of focus, and we’re also seeing a lot of activity in antitrust law.” Specifically, she reports that the “Turkish Competition Authority has been investigating various sectors, leading to an increase in dawn raids, investigations, and regulatory scrutiny. This has kept legal teams quite busy, as companies navigate compliance requirements and potential penalties.”

    Focusing on the sectors that continue to boom, Bayar indicates that “gaming, technology, and fintech are particularly active, with startup activity increasing in these areas. However, startups present their own challenges – while they generate a lot of legal work, fees tend to be lower, and the evolving nature of startup legislation requires legal advisors to stay on top of new regulations.” 

    Finally, looking at legislative updates, Bayar reports that there have been several that have impacted the market. “A new crypto law passed in the past year, and we’ve seen ongoing regulatory developments affecting both the banking and capital markets sector. These changes should help pave the way for new investments, both inbound and outbound,” she says. “In banking regulation, foreign exchange limitations continue to be a key issue. Companies engaged in cross-border transactions need to carefully navigate these regulations, particularly in how they impact the Turkish lira,” she explains.

  • Impact of OFAC Sanctions on NIS AD Novi Sad and Options for their Removal

    On 10 January 2025, the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury’s issued a Determination pursuant to Section 1(a)(i) of Executive Order 14024 (“the EO 14024 Determination”) and a Determination pursuant to Section 1(a)(ii) of Executive Order 14071 (“the EO 14071 Determination”).

    Determination under EO 14024 specifies that Section 1(a)(i) of Executive Order 14024 applies to the energy sector of the Russian Federation’s economy, and that any entity found to be operating or having operated in this sector is subject to sanctions under this provision. These determinations are key measures of U.S. foreign policy as part of a broader strategy to exert economic pressure on Russia through sanctions.

    In connection with these determinations, OFAC keeps a Specially Designated Nationals (“SDN”) list, which includes individuals and entities subject to sanctions. The consequence of being placed on the SDN list is a prohibition on financial transactions, asset freezing, and a ban on doing business with U.S. persons and entities, as well as with any international entities that engage with the U.S.

    In light of geopolitical developments, particularly the conflict in Ukraine, the SDN list has been significantly expanded. In this context, the largest Russian oil company, Gazprom Neft, is one of the entities that has been sanctioned. Additionally, sanctions have been extended to: 1) companies in which Gazprom Neft has a direct or indirect ownership stake of 50% or more, and 2) companies that are not on the SDN list but in which Gazprom Neft’s subsidiaries, which are on the SDN list, hold such a stake. Sanctions include a prohibition on providing any financial contributions, goods, or services to or for the benefit of sanctioned entities, as well as receiving such contributions from sanctioned entities.

    The updated SDN list now includes NIS AD Novi Sad (“Petroleum Industry of Serbia”) and designates this company as being included under Executive Order 14024 due to its affiliation with Gazprom Neft.

    In practice, the consequence of sanctions on NIS AD Novi Sad is that its future operations are jeopardized, as other business entities and financial institutions may cease cooperation due to the risk of secondary sanctions—that is, the risk of themselves becoming subject to sanctions for doing business with sanctioned entities. The question arises as to how sanctions will affect cooperation between JANAF d.d. and NIS AD Novi Sad, as well as what possible solutions and business and strategic negotiations will ensure further energy security and stability, bearing in mind that NIS AD Novi Sad supplies oil through their oil pipeline. The cooperation of NIS AD Novi Sad with other participants in the oil market should also be considered in light of the sanctions.

    Entities placed on the SDN list can challenge their designation by submitting a Request for Administrative Review (“Request) to OFAC. OFAC allows persons or entities placed on the SDN list to request their removal by filing a Request for review. 

    Along with the Request, the entity must provide relevant evidence or information that may be pertinent to the decision-making process: 1) details of the person or entity that is submitting the request; 2) a detailed explanation of why the person or the entity should be removed from the SDN list; 3) arguments and evidence demonstrating that the person or the entity is incorrectly listed or that the circumstances that led to its listing have changed. 

    OFAC will review the Request, after which it may request clarification, confirmation, or additional information. The U.S. Department of State will consider all relevant circumstances before making a final decision.

    By Jelena Gazivoda, Senior Partner, Nikola Djordjevic, Partner, Marko Mrdja, Senor Associate, and Jana Stanojevic, Associate, JPM Partners

  • E+H Advises Comply365 on Acquisition of ASQS

    E+H, working with Willkie Farr & Gallagher, has advised Comply365 on its acquisition of Aviation Safety & Quality Solutions. Lindner Stimmler reportedly advised the shareholders of ASQS.

    Comply365 is a provider of operational content, safety, and training management solutions for the aviation, rail, defense, and space industries. It is a portfolio company of Insight Partners.

    ASQS is a provider of safety and compliance management systems.

    The E+H team included Partners Philipp Schrader, Jana Eichmeyer, Judith Feldner, and Dominik Juster, Attorneys at Law William Redl, Felix Frommelt, and Theresa Weiss-Dorer, and Associates Yvonne Wohlmuth, Lorenz Bogensberger, Laura-Sophie Polzhofer, Marcel Neuhauser, and Yvonne Handler.

    Editor’s Note: After this article was published, Lindner Stimmler confirmed its involvement to CEE Legal Matters. The firm’s team included Partner Alexander Stimmler and Counsel Eva Erlacher.

  • Dentons Advises Guris on Solar and Battery Storage Projects in Ukraine

    Dentons has advised Guris on the connection of its solar power plant to the connection grid of its wind farm in Ukraine.

    According to Dentons, Guris is a Turkiye-based group of companies with more than 40 affiliates and 8000 employees worldwide, including in Ukraine. “In Ukraine, it has developed, built, and been operating Ovid Wind Power Plant, the first wind plant in the Odessa region with nine 3.6 megawatt turbines.”

    The Dentons team in Kyiv was led by Partner Maksym Sysoiev.

  • Triniti Jurex and Motieka Advise on Nordic Minds’ Sale of Controlling Stake in TOKS to C Company

    Triniti Jurex has advised Nordic Minds on the sale of a majority stake in Tolimojo Keleivinio Transporto Kompanija to C Company. Motieka advised C Company on the matter.

    Tolimojo Keleivinio Transporto Kompanija is a Lithuanian intercity bus operators. According to Triniti Jurex, “for decades, TOKS has played a key role in Lithuania’s passenger transport industry, ensuring regional and international connectivity.”

    The Triniti Jurex team included Partners Giedre Ciuladiene and Karolina Laurynaite and Senior Associates Jaroslav Simarev, Konstantinas Trisinas, and Violeta Kavaliauskaite-Khalil.

    The Motieka team included Partner Rokas Jankus, Senior Associates Aivaras Grigaas, Laurynas Ramonas, and Darius Amsiejus, and Associate Raminta Girtaviciute.

  • Schoenherr Advises Connectis on Acquisition of SpeedApp

    Schoenherr has advised Connectis on the acquisition of SpeedApp. Crido reportedly advised the sellers.

    Based in Poland, Connectis is a provider of IT outsourcing services.

    SpeedApp is a Poland-based provider of IT outstaffing services.

    The Schoenherr team included Partners Katarzyna Solarz-Wlodarska, Szymon Okon, and Katarzyna Szczudlik, Counsel Pawel Kulak, Senior Attorney at Law Pawel Baran, and Associates Kamil Jurzak, Karolina Pikula, and Michal Bering.

  • ZSP Advises NLB Komercijalna Banka on EUR 45.5 Million Facility for Crowne Plaza Belgrade Refinancing

    ZSP has advised NLB Komercijalna Banka on a EUR 45.5 million facility for Delta Real Estate for the refinancing of Crowne Plaza Belgrade.

    Delta Real Estate operates in the field of residential, business, and commercial real estate development.

    According to ZSP, Crown Plaza Belgrade is “one of the city’s landmarks and its largest hotel in terms of capacity.”

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

    Editor’s Note: After this article was published, DLA Piper informed CEE Legal Matters that it advised Erste Group Bank AG, Erste Bank Novi Sad, and UniCredit Bank Serbia as the exiting lenders regarding Crowne Plaza Hotel as well as with respect to the financing of an office complex in Belgrade operated by Delta Group. The firm’s team included Austria-based Partner Marcell Nemeth as well as further team members in London.

  • White & Case Advises Lenders on Cellnex Acquisition Financing

    White & Case has advised the lenders on the financing for the acquisition of Cellnex’s business in Austria. Binder Groesswang reportedly advised the lenders as well. Schoenherr, working with Hogan Lovells, reportedly advised the sponsors.

    Cellnex Telecom is a European operator of telecommunications towers and infrastructure.

    The acquisition (as reported by CEE Legal Matters on August 28, 2024) is by a consortium comprising Vauban Infrastructure Partners, through its funds Core Infrastructure Fund IV SCSp and Core Infrastructure Fund IV SCA SICAV RAIF, EDF Invest, the investment arm of EDF Group, and MEAG, the asset manager of Munich Re and ERGO. The acquisition has been approved by regulatory authorities.

    The White & Case team included Paris-based Partner Amaury de Feydeau and Associates Tsveta Pencheva, Jessy Laberty, and Charles Linel.

  • Vukmir & Associates Advises Dertour on Acquisition of Riva Tours

    Vukmir & Associates, working with Taylor Wessing, has advised Dertour on its acquisition of I.D. Riva Tours.

    The transaction remains contingent on regulatory approval.

    I.D. Riva Tours is a Croatian specialist tour operator. It focuses on Croatia-bound tourism, offering small-ship cruises, group travel, as well as holiday homes and apartments.

    Dertour, headquartered in Germany, comprises the Dertour, ITS, and Meiers Weltreisen tour operators, offering travel packages across 179 countries. It belongs to the Dertour Group, part of the REWE Group, with a portfolio of over 130 companies and more than 10,000 employees in 16 European countries.

    The Vukmir & Associates team included Managing Partner Tomislav Pedisic, Partners Ivan Cuk and Mirjana Jurisic, Senior Attorneys at Law Andrea Kozul Pedisic and Tea Cerinski, and Associates Luka Gubic, Tin Kolenko, and Antonio Straga.

  • Gessel and Gide Advise on Maabarot Products’ Sale of Laboratoria Natury to Farmaceutici Procemsa

    Gessel has advised Maabarot Products on the sale of Laboratoria Natury to Farmaceutici Procemsa. Gide Loyrette Nouel advised Farmaceutici Procemsa.

    According to Gessel, the deal’s total purchase price exceeded EUR 28 million and included the repayment of financing provided to the target company by Maabarot.

    Maabarort Products is an Israeli company owned by Kibbutz Ma’abarot.

    Laboratoria Natury specializes in the development and production of dietary supplements, operating under a contract development and manufacturing organization model.

    The Gessel team included Managing Partner Marcin Macieszczak, Partners Dominika Ramirez-Wolkiewicz and Adam Kraszewski, Managing Associate Aleksandra Szyszko-Kaminska, Senior Associate Diana Strzalkowska-Grad, and Junior Associate Anna Komorzycka.

    The Gide team included Partner Pawel Grzeskowiak, Counsel Wojciech Czyzewski,  and Associate Magdalena Zawislak.