Category: Slovakia

MCL has helped America medical startup SurgLogs establish a subsidiary in Slovakia, transfer copyrights and other rights concerning the company’s medical app to that subsidiary, and set up a contractual structure for further development and funding of the medical app.

According to MCL, SurgLogs, “is helping US health centers by digitizing processes and streamlining the management of their medical forms, drug consumption, patient and employee management.” According to the firm, “the transfer was a condition to a financial investment [into SurgLogs] by Credo Ventures, a Prague investment fund.”

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

BPV Braun Partners has advised ConBrio Beteiligungen, a German investment holding company focused on small and midcap transactions in the DACH region, on the purchase of a majority stake in Europin. The sellers were reportedly advised by Arquis in Germany and Eversheds Sutherland Dvorak Hager in Slovakia.

Europin is a Slovak healthcare company with about 150 employees that develops and manufactures medical needles primarily used in diabetology and blood collection.

BPV Braun Partners’ core team consisted of Partner Igor Augustinic and Senior Associates Monika Kardosova and Zuzana Dzilska.

Noerr, working with Itay’s LMCR law firm, has advised the Nidec Corporation on the sale of its Secop Compressors division to ESSVP IV, advised by Orlando Management AG.

SECOP is a global provider of specialized compressors for refrigeration and freezer appliances that has over 1,800 employees. The transaction involves companies in Germany, Slovakia, the United States, and China. 

The Noerr team, jointly led by Munich-based Partners Georg Schneider and Christoph Thiermann, advised both on the sale and on what it calls “the complex carve-out of the business division in Germany and Slovakia.”

In addition to Schneider and Theirmann, Noerr’s Munich team consisted of Partner Christoph Rieken, Associated Partners Robert Korndorfer and Elmar Bindl, Senior Associate Nicole Kaps, and Associate Daniel Prexler. Noerr’s team also included Dusseldorf-based Partner Andreas Butz and Counsel Cornelia Kaueroff, Prague-based Partner Barbara Kusak, Bratislava-based Partner Pavol Rak, Senior Associate Martin Tupek, and Associate Martin Baraniak, and Hamburg-based Senior Associate Wolfgang Wittek.

In Slovakia, a new amendment to Act No. 152/1995 Coll. on foodstuffs has been adopted, introducing new rules on how supermarkets ought to promote grocery products. According to the newly-adopted legislation, supermarkets and other sellers who promote grocery products are required to ensure that at least 50% of these promoted products are of Slovak origin. The new rules apply to online as well as classical forms of marketing.

Grocery stores in Slovakia will need to ensure that they promote at least 50% of products made or produced in Slovakia in each print, electronic, and online advertisement. There are no further restrictions as to the sort of brands or products they can promote with the remainder. 

To ensure compliance with these new requirements, supermarkets and other sellers of foodstuff will need to promote Slovak products in all marketing materials such as leaflets, flyers, catalogues, posters, billboards, and magazines regardless of whether the materials are provided in paper or electronic format.

Against the Constitution and Against EU law

It seems that the amendment is designed to support domestic brands and products in Slovakia to the detriment of international brands. Such legislation is, in our opinion, contrary to both the Constitution of the Slovak Republic and to European Union law. 

The obligation imposed on grocery stores to advertise at least 50% of local products violates the right to free enterprise and the right to non-discriminatory treatment. The Constitutional Court of the Slovak Republic has stated in multiple rulings that any interference in such right must be neither arbitrary nor discriminatory. Since the new legislation requires that Slovak food brands be represented in all marketing material that is produced, it is discriminatory against international companies. Furthermore, the new legislation does not provide the required objective and reasonable justification for the measure. 

In the context of EU law, Article 34 of the Treaty on the Functioning of the European Union prohibits any quantitative restrictions and any other measures having equivalent effect. We believe that the effect of the amendment favoring the purchase of domestic products is equivalent to a quantitative restriction pursuant to the well-known Court of Justice of the European Union’s Dassonville and Keck decisions.

Therefore, we are of the opinion that these legislative measures are contrary to the right of free movement of goods as interpreted by the CJEU in its Buy Irish and Apple and Pear Development Council decisions, in which the court said that a campaign sponsored or supported by the government and encouraging consumers to buy national goods solely by reason of their national origin has a potential effect on imports that is comparable to that resulting from quantitative restrictions limiting the quantity of goods coming into a member state. Unlike in the amendment, acceptable forms of promoting such “national goods” must be related to some specific quality characteristics that are typical for the respective member state.

Therefore, and given the present text of the current amendment, the new rules explicitly support the sale of Slovak domestic products at the expense of products and brands from other EU Member States. As foreign products do not benefit from guaranteed advertising placement in marketing materials, it may ultimately jeopardize the trade between Member States. As mentioned above, this approach has already been criticized by the CJEU in similar cases. Apart from that, it also breaches the constitutional principle prohibiting discrimination in the right to free enterprise.

It remains to be seen whether a legal action challenging these new statutory rules will be filed with the Slovak Constitutional Court or whether the EU Commission will start infringement proceedings against the Slovak Republic. 

by Jan Lazur, Partner, and Zoltan Nagy, Associate, Taylor Wessing Bratislava. 

Orrick has advised Salesforce Ventures on its participation in software provider Minit’s EUR 7 million Series A funding round that was led by Target Global. Dentons advised Target Global on its investment.

Existing investors Earlybird’s Digital East Fund and OTB Ventures participated as well.

Founded in 2017, Minit builds intuitive Process Mining software that gives its enterprise customers insight into complex processes – such as order-to-cash, procure-to-pay, customer journey or service delivery – and how these can be improved.

The Orrick team consisted of Partner Shawn Atkinson and Associates Chris Perry and Steve Tallon.

The Dentons team was led by Partner Chris Rose, who splits his time between London, Berlin, and Moscow, and included Bratislava-based Of Counsel Katerina Pecnova.

Editor’s Note: After this article was published CEE Legal Matters learned that Majernik & Mihalikova and Havel & Partners had advised Minit on the deal. The Majernik & Mihalikova team consisted of Partner Katarina Mihalikova and Associate Ivan Kormanik.

White & Case has advised Commerzbank Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, and Landesbank Baden-Wuerttemberg, as joint lead managers on the inaugural issuance of EUR 500 million, 0.01% covered mortgage bonds due in 2026 by Prima Banka Slovensko, a.s. Allen & Overy advised Prima Banka on the deal.

The bonds were admitted to trading on the Luxembourg Stock Exchange. This was the first negative yield-to-maturity bond issuance in the Slovak Republic as well as Central and Eastern Europe.

The White & Case team was co-led by Bratislava-based Partner Juraj Fuska and London-based Partner Stuart Matty and included Bratislava-based Associate Radoslav Palka and London-based Associate Hashim Eltumi.

The Bratislava-based Allen & Overy team included Partner Renatus Kollar, Counsel Peter Jedinak, Associates Jan Deset and Robert Vicen, and Lawyer Marek Bojkovsky. 

Former A&O Head of Competition in Slovakia Juraj Gyarfas has joined Dentons as a Partner in the firm’s Corporate and M&A, Litigation & Dispute Resolution, and Competition & Antitrust practice groups.

According to Dentons, Gyarfas “has advised sellers and buyers on numerous high-profile deals in Slovakia and the wider CEE region, including HB Reavis on the sale of several office, retail, and logistics assets in Slovakia and the Czech Republic,” and he also “represents clients in post-M&A disputes and related competition matters.”

Dentons Slovakia Managing Partner Peter Kubina described Gyarfas as “one of the most respected lawyers on the Slovak market, and we are delighted to welcome him to our team.”

“It is very exciting to be joining a firm that is on such a steep growth curve and with such an established presence in Central and Eastern Europe,” Gyarfas said. “I look forward to joining the Bratislava team.”

Gyarfas graduated from the Univerziteta Komenskeho in Bratislava in 2007. He has a Doctorate in Law from Trnavska University, as well as Masters degrees in Law & Economics from the Universities of Haifa and Hamburg. He began his legal career with Salans in Bratislava in 2007, and moved to Allen & Overy in September 2010.

Hengeler Mueller has advised Innogy SE on the sale of its 49 percent stake in the business of the Slovakian Vychodoslovenska Energetika Holding a.s. to RWE AG. Freshfields Bruckhaus Deringer advised RWE on the deal.

VSEH, which is based on Kosice, in eastern Slovakia, is a holding company with subsidiaries engaged in electricity supply, distribution, and retail.

The Hengeler Mueller team was led by Partners Thomas Meurer, Martin Ulbrich, and Andreas Austmann and included Partners Hartwin Bungert, Markus Rohrig and Counsels Christian Strothotte and Matthias Cloppenburg, and Associates Maximilian Schauf, Richard Suermann, Sahar Said, and Malcolm Tiffin-Richards.

Freshfields, which earlier this year advised RWE on the acquisition and resale of a 50.04 percent stake in innogy Grid Holding as reported by CEE Legal Matters on May 3, 2019, reports that its.services on this deal included, “the overall coordination of the transaction on RWE’s part in four different jurisdictions (Germany, England, the Netherlands and the Slovak Republic).” The firm’s team was led by Munich-based Partner Ralph Kogge and included London-based PartnerJames Kennedy and Dusseldorf-based Partners Georg Roderburg, and Ulrich Scholz, as well as Counsel Mirko Masek, Principal Associate Konrad Riemer, and Associates Timo Piller, Henri Conze, Cynthia Lennarts, Mark Maarschalkerweerd, and Soren Lehmann.

RWE’s team included Claas Westermann and Hans-Christian Kessler.