CEE Legal Matters

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  • Register of Damages for Ukraine Published Claim Forms and Rules for Additional Categories of Damages

    On 23 December 2024, the Register of Damages for Ukraine caused by the aggression of the russian federation against Ukraine (the “Register”) published the forms and rules for submitting claims for compensation in newly opened categories of claims. This will allow individuals and legal entities, as well as the state of Ukraine, to start preparing the necessary documents in 30 out of the 45 planned categories.

    The Register

    The Register was launched at the Council of Europe Summit on 17 May 2023. The Register is the first step in the compensation mechanism. Its task is to register, record and categorise claims for compensation for damage, loss and harm caused by the aggression of russian federation against Ukraine, as well as related evidence.

    The next step will be the establishment of a Compensation Commission, which is scheduled to start working in 2026. This Commission will develop a formula for calculating the amount of compensation and will review the claims submitted to the Register.

    Claims that can be submitted to the Register

    Claims that simultaneously meet three criteria can be recorded in the Register:

    • the destruction, damage or loss of property occurred on or after 24 February 2022;
    • the damage was caused on the territory of Ukraine within its internationally recognized borders; and
    • the destruction, damage or loss of property was caused by the russian federation’s internationally wrongful acts in or against Ukraine.

    All claims are categorised according to the announced 45 categories, divided into groups A (claims from individuals), B (claims from the state of Ukraine) and C (claims from legal entities). Each category is described in detail on the website of the Register, where claim forms and rules are available in English, French and Ukrainian.

    New claim forms

    The Register has finalized and published forms and rules for 30 out of 45 categories of applications, including the following categories of applications available to businesses: damage or destruction of residential and non-residential real estate (not intended for profit); damage, destruction, or loss of assets; loss of control over property in the temporarily occupied territories and relocation (evacuation) of business.

    As of today, the Register accepts applications only from individuals regarding damage or destruction of residential real estate. However, the Register will gradually launch the possibility of submitting other applications.

    The publication of forms and rules in most categories will allow affected individuals and businesses to start preparing applications and gathering the necessary documents and evidence.

    Preparation of claims

    Applicants must submit information that verifies their identity and evidence that confirms the occurrence of the destruction, damage, or loss. For example, a claim for loss of control over property in the temporarily occupied territories (category C.3.2) must include:

    • a document identifying the legal entity and confirming the powers of the representative;
    • a detailed description of the lost property;
    • confirmation of ownership of the property;
    • a detailed description of the events that led to the loss of control over the property; and
    • information on the approximate amount of the claim with a detailed evaluation of the property.

    The rules and claim forms do not set forth specific requirements for the form of evidence. Therefore, since the consideration and decision to record the claim in the Register is made on an individual basis, it is important that the submitted documents contain the most complete evidence. Amendments to the application may be made only before the application is submitted to the Board of the Register, which makes the final decision on whether to record (or not to record) the claim in the Register or return it for revision.

    The claim must be submitted via the Diia web portal. Individuals may submit applications independently, and legal entities may submit claims exclusively through their representatives. The Rules on the Use of Representatives regulate the procedure for engaging representatives to submit claims to the Register.

    All information and evidence provided with the claim are confidential, and the meetings of the Board of the Register to consider them are closed. Confirmation of the claim submission (along with a unique number) and decisions on it will be received via the Diia web portal.

    By Kostiantyn Likarchuk, Senior Partner, Vadim Medvedev, Partner, and Oleksii Maslov, Counsel, Avellum

  • Important Fiscal Changes in Romania Starting January 2025

    On 30 December 2024, the Romanian government adopted Emergency Ordinance no. 156/2024 (“the GEO”) regulating a series of important fiscal changes that entered into force starting January 2025, as summarised below.

    1. Increase of dividend tax from 8% to 10% for all taxpayers obtaining income from dividends, i.e., companies, individuals, and non-residents. The increased tax applies to dividends distributed starting with 1 January 2025.
    2. Elimination of tax incentives, i.e., exemption from income tax, reduced pension insurance contribution, for salary income lower than RON 10,000 earned by individuals carrying out activity in IT, construction, agricultural and the food industry. For these sectors, regular (full) taxation applies starting with salary income related to January 2025.
    3. Micro-enterprise tax:
    • Reduction of the annual eligibility turnover threshold from EUR 500,000 to EUR 250,000, and, from 1 January 2026, to EUR 100,000;
    • Removal of the disqualifying condition of more than 20% of income from consultancy and management services;
    • Update of the NACE codes corresponding to the activities for which the micro-enterprise tax is 3% instead of 1%.
    1. Construction tax -– the construction tax has been reintroduced (previously in force between 2014–2016) and it is payable by:
    • Romanian legal entities, except for public institutions, national research and development institutes, associations, foundations and other “not-for-profit” legal entities;
    • Foreign legal entities that carry out activity through a permanent establishment in Romania;
    • Legal entities with their registered office in Romania, established according to European legislation.

    The tax is 1% of the value of the existing constructions in a taxpayer’s balance sheet on 31 December of the previous year, minus the value of the buildings for which building tax is due.

    In the case of constructions in the public/private domain of the state or of administrative-territorial units, the tax is payable by taxpayers who have constructions in administration/concession or lease/rent them free of charge.

    The tax is paid in two equal instalments, by 30 June and 31 October.

    1. Other measures:
    • salary income of RON 300/month will continue to be non-taxable in 2025, under certain conditions;
    • the minimum wage for employees in the construction sector is RON 4,582;
    • the minimum wage for employees in the food and agricultural industry is RON 4,050.

    By Theodor Artenie, Counsel, and Carmen Mazilu, Senior Associate, Kinstellar

  • 2025 Will Be Different Somewhat

    Many M&A practitioners are optimistic and predict a better year, higher deal values and volumes.

    We think that better will not be distributed evenly. Some countries and regions will fare well and outperform others. It is fairly safe to assume that South East Europe and Bulgaria in particular will face headwinds. The unfavourable factors include negligible economic growth and risk of recession in the EU/Eurozone’s larger Western European economies, which are the main trading partners and investors in the region, tax increases, trade restrictions such as tariffs, stricter FDI and merger control regimes, etc.

    Where predictions are uncertain, the best law firms will prepare for as many as possible eventualities, strive to excel in execution, and work to manage the related risks.

    By and large, dealmaking in Bulgaria will be influenced by the prevailing local context:

    • political instability, disfunctional Parliament and sporadic and delayed lawmaking;
    • most of the regulators function beyond their term of office, thus they will continue to be inactive and inert, often open to political influence
    • variables like interest rates, inflation, leverage, capital markets, GDP growth, will have less impact (unlike in the US and Western Europe)
      – opportunistic deals will dominate over strategic acquisitions (more mid- and small-market M&A advisors enter the market and actively promote local businesses internationally)
      – valuation gaps will persist
      – consolidation in industries will be slow paced and many will miss the momentum to grow inorganically and expand exponentially: as an example the booming local bicycle production totally lost momentum in 2023-2024 and largely remained a near shoring low margin appendix to the Western brands they serviced – growth and profitability sunk dramatically after their sponsors ruthlessly cut their orders.

    By Pavel Hristov and Dragomir Stefanov, Partners, Hristov & Partners

  • Hillmont Partners and Astraea Advise on Stati Parties and Republic of Kazakhstan Settlement

    Hillmont Partners and Astraea have advised on a settlement between the Stati Parties and the Republic of Kazakhstan in a dispute concerning a 2013 USD 500 million SCC Award, bringing all related litigation to an end.

    The Stati Case commenced in 2010 when the Stockholm Chamber of Commerce initially considered a claim filed by a consortium of companies owned by Moldovan businessman Anatol Stati and his son Gabriel against the Kazakh government for the unlawful seizure of their business interests. In December 2013, the arbitration tribunal issued a ruling in favor of the Stati parties, demanding that Kazakhstan pay USD 500 million in damages, along with associated legal expenses. However, the Kazakh government declined to honor this ruling.

    According to Astraea, the agreement concludes a three-year enforcement battle with litigation linked to the case now terminated.

    The Hillmont Partners team included Managing Partner James Hart.

  • Koutalidis Advises Sfakianakis Group on EUR 300 Million Debt Restructuring

    Koutalidis has advised Sfakianakis Group on the restructuring of its debt with a total value of approximately EUR 300 million.

    Sfakianakis Group is a Greek automobile distributor.

    The Koutalidis team included Managing Partner Nikos Koritsas, Partners Effie Papoutsi and George Naskaris, and Associates Maria Krika, Aristides Makripodis, Eriketi Diakoumakou, and Panagiota Thivaiou.

  • Ozlem Gelbal Uluisik Becomes General Manager at Legal Department of Zorlu Holding

    Ozlem Gelbal Uluisik has become the new General Manager of the Legal Department at Zorlu Holding.

    Headquartered in Istanbul, Zorlu Holding is a Turkish multinational conglomerate specializing in textiles, white goods, electronics manufacturing, energy, and financial services.

    Gelbal Uluisik has been with Zorlu Holding since 2007, joining as a Manager and In-House Legal Counsel. In 2015, she became Zorlu Holding’s Legal Director. Earlier, she spent two years as a Manager and a Lawyer with EY between 2002 and 2004. Earlier still, she was a Senior Lawyer with Arthur Andersen between 2000 and 2002.

    Originally reported by CEE In-House Matters.

  • Gokhan Okan Joins Ergun as Partner

    Former Cakmak Attorney Partnership Partner Gokhan Okan has joined Ergun as a Partner.

    According to Ergun, Okan focuses on transportation, energy and infrastructure projects, and banking & finance and project finance.

    Before the move, Okan was a Partner with Cakmak Attorney Partnership between 2023 and 2024. Earlier, he spent almost 20 years with Verdi, first as a Legal Intern between 2003 and 2004, then as an Associate between 2004 and 2009, then as a Senior Associate between 2009 and 2013, and finally as a Partner between 2014 and 2023.

  • Kimla Law Opens For Business in Warsaw

    Former Greenberg Traurig Local Partner Paulina Kimla-Kaczorowska has launched Kimla Law.

    Former Greenberg Traurig Associate Szymon Grudzien joined Kimla-Kaczorowska in Kimla Law as an Associate.

    According to Kimla-Kaczorowska, Kimla Law specializes in “legal solutions for financing transactions, M&A and venture capital investments with great focus on exploring new ideas for innovation in business transactions management.” 

    Before setting up Kimla Law Paulina Kimla-Kaczorowska was with Greenberg Traurig between 2012 and 2024, having joined as an Associate in 2012 and being promoted to Senior Associate in 2018 and to Local Partner in 2022. Earlier, she was a Paralegal with Dewey and LeBoeuf between 2010 and 2012.

  • Kinstellar and RTPR Advise on EUR 73 Million Syndicated Loan to Grup Serban Holding

    Kinstellar has advised a syndicate of banks led by BRD Groupe Societe Generale and Banca Transilvania, with Raiffeisen Bank Romania as a sustainability agent, on a EUR 73 million syndicated facility to Grup Serban Holding. RTPR advised Grup Serban Holding.

    Grup Serban Holding is a company active in Romania’s agribusiness sector. According to Kinstellar, the financing aims to refinance GSH’s existing debt and support its ongoing business expansion, which includes cultivating over 15,000 hectares of land and operating diversified business lines such as bakery, pastry-confectionery, oilseeds, cattle breeding, distribution, and transport. 

    The Kinstellar team included Special Counsel Magdalena Raducanu, Counsel Catalin Dinu, Managing Associate Razvan Constantinescu, Senior Associates Cosmin Vasilescu and Raluca Constantin, Associates Alexandra Sofineti, Ioana Moldoveanu, Denisa Constantin, and Dana Sarbu, and Junior Associates Andreea Vladareanu and Lavinius Preda.

    The RTPR team included Partner Alexandru Retevoescu, Senior Associate Andreea Nedeloiu, Associate Livia Tuca, and Junior Associates Georgiana Verives and Ambra Lazar.

  • Everlegal Advises VisionFund on Ukrainian Market Entry and Financial License

    Everlegal has advised VisionFund on establishing its Ukrainian entity and obtaining a financial company license, enabling it to provide non-banking financial services such as granting loans and banking metals.

    According to Everlegal, “amid strengthened legislative and prudential rules leading to the exit of many financial companies, VisionFund Ukraine became one of only three newly licensed finance providers in 2024.”

    The Everlegal team included Managing Partner Yevheniy Deyneko, Partner Andriy Olenyuk, Associates Iryna Plukar and Sofiia Papura, Junior Associates Volodymyr Lutsyk and Vladyslav Shulkin, and Legal Assistants Kateryna Udovychenko and Anastasiia Rybalchenko.