Category: Slovakia

Noerr has advised NEI, an Indian bearings manufacturer and exporter that is part of the CK Birla Group, on its acquisition of international bearings producer Kinex Bearings and bearing trading company Global Supply. The sellers were reportedly advised by Ernst & Young.

The acquisition includes two production plants in Slovakia with more than 1000 employees and reporting a turnover of over EUR 60 million.

According to Noerr, “the deal is in line with NEI’s strategy to augment its product portfolio, expand its geographic footprint as well as serve its existing customers better and acquire new customers.”

Noerr’s Bratislava team consisted of Partner Pavol Rak, Senior Associate Martin Tupek, and Associates Martin Stelcl and Martin Baraniak. Noerr’s team also included German Partner Fabian Badtke, Associated Partner Sarah Blazek, and Associate Lorenz Jarass.

Slovak lawyer Veronika Pazmanyova has been promoted to Partner at Glatzova & Co. in Bratislava.

Pazmanyova focuses on M&A, corporate & general legal services, employment law, and data protection. According to Glatzova & Co., “Veronika’s multi-sector practice makes her particularly proficient at guiding companies through the maze of complex legal issues.”

Pazmanyova has been the Head of Glatzova & Co.’s Slovakian office since she joined the firm in 2015 after spending more than five years at White & Case. She graduated from the Law Faculty of the Paneuropean University in Bratislava after studying Chinese law and Chinese language at the Fu Jen University in Taipei, and business studies and Russian at Trinity College Dublin.

“Every day I am afraid to open the news, to find out that yet another judge or prosecutor is being connected with certain criminal activity,” says Katarina Mihalikova, Partner at Majernik & Mihalikova in Bratislava. “On the other hand,” she adds, “it might mean that the cleansing process has finally started. We always suspected these things, but it seems we now have some proof. In the end, it turns out we were right!”

The next parliamentary elections are scheduled for February 29, 2020, but an ongoing dispute between current President Zuzana Caputova and the Slovak parliament regarding a moratorium on publishing election polls has ended up in the country’s Constitutional Court. Mihalikova admits that she is frustrated with the situation: “the people in power have had more than enough time to prove themselves. It’s time to step down and give someone else a chance.”

Multiple new regulations have been established in the recent months, Mihalikova reports, including new rules about liquidation of the companies which she expects will help. In addition, she says, the Slovak government has promised to limit deforestation for the first time, which she describes as a “much- needed change.”

The market is booming and prices are rising on things such as accommodation, especially in Bratislava,” she reports, noting that the capital city is “currently the center of attention and a preferred option for many investors. The city has finalized projects regarding the largest mall in the country and a new central bus station.”

“The M&A field has been increasingly active in the past few months,” she says, “and, even though we aren’t seeing any large deals, there are a lot of lower-value ones.” Still, she doesn’t sound optimistic that the good times will last. “This is a situation that makes us happy, but we understand it must soon come to an end. Similar scenarios recently happened in Germany, and we expect a calmer period in the future. We have noticed that some of the major areas of Slovakian economy, such as car production, have stalled in the recent period, and we have reasons to believe the effect will spill over to other areas as well.”

Finally, Mihalikova says that that recent months have been fairly stable in terms of big moves in the Slovakian legal market. She describes this period of calm as “a rather unusual phenomenon, but a positive one.”

Bird & Bird has advised ForVEI II, a joint venture vehicle set up by Foresight and VEI Green, on its acquisition of 35 photovoltaic plants in Italy and Slovakia from the Origis Group. K&L Gates advised Origis on the deal, while Norton Rose Fulbright advised the financing banks, Deutsche Bank, Cooperatieve Rabobank U.A., and Landesbank Baden-Wurttemberg.

According to Bird & Bird, “as a result of the acquisition, ForVEI II’s photovoltaic portfolio in Italy now includes 43 assets, with a total capacity of approx. 50 MW. The photovoltaic plants acquired in Italy are located in Abruzzo, Veneto, Puglia, Marche, Campania, and Sicily and became operational between 2009 and 2011.”

Bird & Bird’s team included, in Slovakia, Partner Ivan Sagal, and in Italy, Partners Pierpaolo Mastromarini and Simone Cadeddu, Counsel Maurizio Pinto, Senior Associates Daniele Pompei, Jacopo Nardelli, and Enrico Maria Curti, and Associates Vanessa Sebastianutti and Ludovica Lozzi. 

The K&L Gates team was led by Partner Paolo Zamberletti and included Counsel Chiara Toccagni and Associates Francesco Peruffo, Martina Maggioni, and Francesco Seri.

The Norton Rose Fulbright team included Partners Gennaro Mazzuoccolo and Dirk Trauttman and Associates Francesco Bianco and Oliver Henningsmeier.

Allen & Overy has advised Vseobecna Uverova Banka on the sale and leaseback of its real estate portfolio to the Czech Republic’s Franco Real Estates s.r.o. Stanek Vetrak & Partneri advised Franco Real Estate on the deal, which was signed on June 12, 2019, and closed on October 7, 2019. 

Allen & Overy reports that the deal was structured as an asset sale and followed a lengthy auction process with multiple bidders, and that the final portfolio consisted of over 300 individual properties in more than 60 locations across Slovakia.

The Allen & Overy team was led by Partner Martin Magal and included Associate Drahomir Siroky and Junior Associate Michaela Nemethova.

The Stanek Vetrak & Partneri team included Partner Peter Vetrak and Senior Lawyers Nina Vargova and Jan Sopiak.

Cerha Hempel has advised Raiffeisen Property Holding International on its November 28, 2019 sale of Tatracentrum in Bratislava to an unnamed private foundation, which was advised by Jank Weiler Operenyi.

Cerha Hempel’s team included Partners Heinrich Foglar-Deinhardstein, Mark Krenn, Jozef Bannert, and Benjamin Twardosz, and Associates Filip Ballok, Edda Unfricht, Rea Psorn, Veronika Siskova, and Jan Vigano

The Jank Weiler Operenyi team was led by Partner Gabriele Etzl.

Peter Malovec is the Group Head of Legal at HB Reavis in Bratislava. He joined HB Reavis in 2010 after spending seven years in private practice with the BBH law firm. We reached out to him to learn more about his background, style, and strategies.

CEELM: Can you walk us through your career leading you up to your current role?

Peter: Of course. I’m glad to say that it won’t be an exhibition of tons of brands. I was lucky enough to find two companies that I’ve spent my working years with so far. 

I joined a group of lawyers, who later formed the first one, BBH, in 2003. After spending seven years there, I moved to HB Reavis. See the tiny letter game there? It’s just a little twist from BBH to get the “HB” in HB Reavis where I’ve been almost ten years. Quite funny, isn’t it? 

I’ve been through a lot with my teams over the decade at HB Reavis, an international workspace provider. And the “lot” here can even be taken literally. Since 2011, we have managed transactions with an overall worth of EUR 1 billion. Can you imagine? Fortunately, all those deals turned out well, so maybe that’s why I made it to the current role of Group Head of Legal, right? Just joking. But it’s been quite a ride, really! 

CEELM: What are the most significant changes you’ve seen in Slovakia’s legal market over your 16/17-year career?

Peter: The trend is clear here. As the market goes global, the most crucial thing is to understand the extent of the local law in the context of foreign aspects of law and international contracts. The moment foreign investors and international companies came in, every lawyer in the country got a much more sophisticated agenda to deal with.

The “general” lawyers that could handle it all are still there, but we need specialists more and more to discuss the thousands of angles of particular cases with. Plus, now more than ever, we need to soak up all the trends, news, and best practices that are constantly emerging. 

CEELM: Are there changes you would like to see in Slovakian law that would make things easier for HB Reavis?

Peter: I would say that practically anything that helps to make things simpler – by which I basically mean recodification – is always welcome. 

Just imagine: the Slovak Civil Code was issued in 1964 and it remains effective, with amendments, today. 1964 is, by the way, also the year my childhood tennis hero Miloslav Mecir was born. And you know what? He won the Olympics in 1988 in Seoul. A full 24 years after the Code was published, but still so long ago. 

So, it is no wonder the Civil Code doesn’t meet today’s needs. Maybe the new Czech Civil Code that has been in effect since 2014 can be an inspiration. Overall, real estate law is quite rigid. One cannot miss noticing that the whole industry has shifted from concrete and stone to soft issues such as well-being and the impact of workspace on employees’ health. The segment varies in content very much and it’s so vivid with plenty of interdisciplinary facets, but the development of the legal system is unfortunately still playing catch-up. 

CEELM: Tell us about HB Reavis and the company’s legal department. How big is your team and how is it structured?

Peter: As I mentioned, HB Reavis is an international workspace provider, meaning we no longer identify ourselves as a classical developer. In recent years, we’ve gone far beyond that. We focus on people-centric design, bearing people in mind at all stages of workplace development. We do our best to design offices that not only enhance people’s productivity, but also their well-being. 

The structure of the legal team is divided into HQ and local levels. This means the HQ “group” team is here to, among other things, manage the M&A and banking finance deals, “mark the boundaries,” and be the point of advice for the regional legal teams in Slovakia, Poland, Hungary, the Czech Republic, Germany, and the UK. Overall, I manage a team of about 40 lawyers. Apart from the countries mentioned above, we have colleagues in Luxembourg and the Netherlands.

Even though our legal execution is naturally restricted by our territory, I love having discussions with my teams all over Europe. We’re not like some kind of a “warrior commando” waiting to be called into battle only when the company gets into trouble. We’re part of the process, accompanying our colleagues from various departments to support them at any given stage of real estate cycle activities.

I was also part of creating our HQ team, helped deal with acquisitions and divestments by always being ready to help local teams by sharing experience, worked on the standardisation of outputs, and continue to ensure the overall complexity of our approach to legal issues. 

CEELM: What is your typical day at work like?

Peter: I wish there were at least two typical days a week by law! That would be so relaxing. (laughs). Nay, I guess that most of the respondents, not only those from the legal field, answer this question the same as I will: there is no such thing as a typical working day for me. 

Every second week I spend two days with the local teams. If I ever decided to leave the legal world, I could easily start a travel agency. Oh gosh, I travel so much! Even though lawyers are generally seen as very conservative, I’m doing my best to transform this image by being present at meetings with my team, trying out new things, and enjoying the managerial perspective my role offers. I need to be a good leader too, not just a lawyer with a black and gold pen sitting in a big office with a pair of glasses at the point of my nose. The legal department needs to be as lively as the others. I try to pump as much energy into it as I can every single working day.

I also somehow stick to simple rules I’ve set up for myself to help me be truly effective. I always review my agenda for the upcoming day the night before. During the working day, I ideally have all my meetings done by lunchtime. After that, I have enough space for the agenda and tasks themselves. Almost everyone at HQ already knows that I don’t start the day without having a cappuccino in our office café after driving my son to school. Those rides and father-son discussions recharge me so much!

CEELM: Was it always your plan to go (and stay) in-house? 

Peter: I would love to say that I developed a precise plan when I started my professional career, stuck to it, kept on working really hard for all those years and voilà: here I am today, exactly where I intended. However, we all know that things just don’t work like the motivational posters say they do, right? (laughs). Of course it was not this straightforward. Even though there was everything – the plan, dedication, hard work – I’m an in-house lawyer now as you see, even though my original career plans had me aiming to become a partner in a big law firm.

Why? I believe that your career path is mostly defined by the people you meet along the way rather than by ticked boxes of “I want to work for” and “never ever.” Of course, you have those no-goes, but from time to time an opportunity belonging to some kind of “grey zone” comes along and then the personal sympathies come in. 

And that’s exactly what happened. The moment I met Marcel Sedlak, the current CEO of HB Reavis Germany, the fit just felt so natural that I couldn’t help but join the team. I also realized that as a corporate lawyer, I could work on very big and interesting projects, gaining immense volumes of experience in a very short period of time.

CEELM: What was your biggest single success or greatest achievement with HB Reavis in terms of particular projects or challenges? What one thing are you proudest of? 

Peter: Just please don’t take this as if I’m boasting, but I surely can’t name just one. All the stories that pop up in my mind are “the greatest” in some way. Some I see as super huge team achievements and some are just huge by their nature. 

I don’t want to repeat myself, but as for my professional achievement list, I still see the volume of managed transactions at HB Reavis at the top. That EUR 1 billion is very simple to put into words, but if you imagine cutting it into those hundreds of projects and thousands of working hours, then it comes to reveal its huge size. I truly see it altogether as the biggest professional challenge I’ve faced so far – to put it in a corporate way. Honestly, sometimes it felt just like a long dark tunnel with the light at the end being seemingly turned off. But we finally reached the switch in every single case.

As for the biggest team success (and of course, even the one mentioned above was a team thing), I would say it was the moment when our legal team was selected as one of the top in house legal teams in the CEE in one of the rankings in 2018, saying we are shaping the legal industry.

And those great by nature: I see every HB Reavis project as a success already, even those that are under construction. If you think about how large the schemes are that we’re developing, how many square meters, what special features they’ll have, and what makes them unique …. For example, Europe’s tallest tower, at Varso Place, it’s just unbelievable. Just outside the office window in Bratislava, I watch the construction of New Nivy every day, the biggest site in Europe. I wish us the best of luck in completing all those wonderful projects! 

CEELM: What’s your relationship with the Board of Directors at HB Reavis? Do you provide business advice or is your role strictly legal?

Peter: Here the idea of commando warriors waiting to be called upon arises again. And I’d just like to restate that it’s not like that. I’m an official member of senior management, therefore my advice directly impacts the business decisions of the company. I’m part of all discussions, supporting our teams in various business cases, especially with acquisitions and divestments. So it’s definitely far more than being strictly a legal entity. 

CEELM: What one person would you identify as being most important in mentoring you in your career — and what in particular did you learn from that position?

Peter: Oh, I need to do it again. I know you’re asking for one, but I definitely need to mention at least four, which distorts your nicely put question. I’m sorry! (laughs). However, every one of them showed me things from a particular perspective, and if there was just one of them, I’d have never become the kind of lawyer I am now. 

But I promise to put it briefly in return. At BBH it was Olga Belanova (Managing Partner), at HB Reavis it was Marian Herman (CEO) and Marcel Sedlak, who I already talked about as being the former General Counsel that helped me on the way up to my current role. Plus, Zdenko Kucera, our former Group Head of Legal, taught me a lot about the human approach in the legal agenda. 

CEELM: Slovakia is going through serious political upheaval these days. Do you see these changes as steps forward or reflective of dysfunction? 

Peter: This is obviously a tricky one. As a lawyer, I try to remain apolitical to the greatest extent possible. However, it would be super-superficial not to say that having considered all that has happened in the country recently, I support the changes that are going on. 

But the success of such efforts is always measured in a retrospective way. And as you see, I don’t carry a crystal ball around to see how this is all going to turn out, even though I’m not saying I wouldn’t be tempted to do so – assuming I find a briefcase the ball fits in. (laughs). Let me just wrap it up by saying that after the whole situation we had last year, the fact that things have started to move is more than welcome.

CEELM: On the lighter side, what is your favourite book or movie about lawyers or lawyering?

Peter: Oh, you nailed it with this one! My classmate borrowed my favorite book 20 years ago. It’s been so long that I’ve forgotten the author’s name. But it’s called A Civil Action. So, if you’re reading this, Juraj, you’re more than welcome to bring it back. Thanks!

This Article was originally published in Issue 6.9 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

The legal profession in Slovakia will shortly celebrate 30 years of independence. And as the country itself is not much older than that, the profession-building and country-building have taken place side by side, going through ups and downs.

Considering the odds, Slovakia has achieved some decent successes and is a stable and functioning country, at least within the standards of the region. The professions of lawyer and attorney-at-law have been closely connected with the growth of the country, including with the growth of its (albeit selective) prosperity. At the same time, the Slovak legal market, due to the country’s size, isn’t as internationalized as neighboring EU countries, making it to date a largely domestic affair. 

I will not talk about growth in terms of turnover and market share – the profession is doing fine there. Some recent developments (not least the continued investigation of the murder of investigative journalist Jan Kuciak and his fiancé Martina Kusnirova, including the extensive communication of the suspects with members of the judiciary and the legal profession) are forcing us to take a different perspective on the country as well as our role in it – in particular, regarding the role of lawyers in the development of the country going forward. Looking back, many key decision-makers (including five of our prime ministers) have been lawyers. And lawyers are not uncommonly perceived by the public to be among those best at capitalizing on economic and political developments. Key scandals evolved often around lawyers. The provision of legal advice to the state became a matter of an instant suspicion. The performance of the legal profession was (often unjustly) believed by the public to be some form of dark, behind-the-curtains lobbying, and as little more than a means of amassing a quick fortune.

The number of law graduates soared, and the legal market grew. However, the reputation of lawyers wasn’t positive –  and the necessary role of the legal profession in a democratic society was largely overlooked by the public.

This became a concern for many of our colleagues in recent years. For those lawyers practicing law and assisting clients in an ethical and compliant way the negative perception of the profession became unacceptable. It has thus become an obligatory part of awards ceremonies and similar events to talk about the need to improve the reputation of the profession. Although the talk was often not met by deeds, and often came from a not-so-trustworthy source, nonetheless, slowly, a change is happening, in particular among the firms that my colleagues and I at Cechova & Partners consider to be our peers.

Lawyers are now often at the forefront of initiatives for the rule of law and a more transparent and non-corrupt society in Slovakia. When I attended protests following the murder of Jan Kuciak and Martina Kusnirova, I kept meeting my peers on every corner. I recently attended an event of an anti-corruption foundation we support and was astonished by the long list of law firms thanked by the hosts for their contribution. Numerous law firms act on a pro bono basis in matters of public interest beyond standard charity work. A non-lawyer friend of mine active in the movement for change recently admiringly told me that a large proportion of volunteers they have are lawyers. And when we meet and interview young lawyers, the questions of law firm social responsibility and anti-corruption stance often come up, not as self-promotion by the firm but as a critical area of interest for the applicants on the other side of the table.

The market has noticed this, too. Where a firm stands on social engagement is now relevant for many. Clients like the assurance that your compliance statements are not mere declarations. Also, thanks to more positive media coverage and the activities of the bar association, the importance of the role of lawyers in the defence of fundamental rights is becoming better understood by the general public. 

It seems we can (again) proudly introduce ourselves as lawyers.

By Tomas Rybar, Partner, Cechova & Partners

This Article was originally published in Issue 6.9 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

MCL has advised Italy’s Bauli SpA on its acquisition of an unspecified majority stake in MaxSport, a Slovak manufacturer of health and protein food products. The unidentified sellers were advised by CMS and Vrba & Partners.

The MCL team was led by Partners Vojtech Palinkas and Martin Jurecko and included Senior Associates Kamila Turcanova and Vladimir Trojak, and Associate Nikola Pavlikova.

The Vrba & Partners team was led by Partner Pavlo Urbanic.

MCL has advised MiddleCap Group on its acquisition of nine Future Vision Optics centers in the Tesco hypermarket network from Galaxy Optical Services Slovakia. Bartosik Svaby advised Galaxy Optical Services on the deal.

According to MCL, referring to MiddleCap’s existing optometrist network, “this acquisition of nine new optometrists centers and eyewear stores is part of the expansion of FOKUS eye optometric portfolio.”

The MCL team was led by Partner Vojtech Palinkas and included Senior Associate Kamila Turcanova and Associate Nikola Pavlikova.