Category: Slovakia

  • Allen and Overy Advises HB Reavis on Sale of Twin City A in Bratislava

    Allen and Overy Advises HB Reavis on Sale of Twin City A in Bratislava

    Allen and Overy has advised HB Reavis on the sale of the Twin City A building in Bratislava to the Prvy Realitny fond managed by IAD Investments.  The price of the deal was not disclosed. HB Reavis said that the yield was approximately 6.5%. Havel Holasek & Partners advised the buyers on the deal.

    The building, located on Karadzicova street, was completed in 2015 and offers 16,500 square meters of office space, fully leased to tenants including PWC, Merck Sharp & Dohme, Bayer, BNP Paribas Slovensko, and Sfera. This is the second asset HB Reavis has sold to IAD Investments, following the acquisition of River Garden I in Prague two years ago.

    In 2016, HB Reavis sold 14 completed properties worth over EUR 1 billion, including its London project, 33 Central, logistic centers in Slovakia and in the Czech Republic, the Konstruktorska Business Center, the Gdanski Business Center in Poland, and Aupark in Piestany.

    The A&O team was led by Senior Associate Vojtech Palinkas, supported by Senior Associate Juraj Gyarfas and lawyer Drahomir Siroky.

    Editor’s Note: After this article was published Havel Holasek & Partners confirmed that a team made up of Partner Martin Jurecko and Associate Dusan Predny advised IAD Investments on the acquisition, with Associate Michal Ranostaj and Petra Batovsk advising on the refinancing.

    Image Source: sieberttalas.com

  • New Rules for Posting Employees Under Slovak Law

    In 2014, the European Parliament and the Council adopted Directive 2014/67/EU (the “Directive”) on the enforcement of Directive 96/71/EC concerning the posting of employees in the framework of the provision of services and amending Regulation No. 1024/2012 on administrative cooperation through the Internal Market Information System.

    Even though European legislation in the field of posting is not new, as it was first adopted back in 1996, the Directive aims to improve the conditions for the cross-border posting of employees by establishing a common set of appropriate provisions, measures, and control mechanisms necessary to ensure a better and more uniform implementation, application, and enforcement of rules concerning the posting of employees. 

    All Member States were obliged to implement the Directive by June 18, 2016. The Slovak Republic did so by adopting Act No. 351/2015 Coll. On Cross-Border Cooperation in Posting Employees for Work Performance in Framework of Provision of Services (the “Act”), which came into effect on the final day for implementation of the Directive.

    As is clear from its title, the Act governs cooperation between Member States in the exchange of information and investigation of facts related to the posting of employees and serving of documents and decisions on imposing fines. It is worth mentioning that fines imposed on an employer in relation to the posting of employees in another Member State can be enforced by the authorities of the employer’s home Member State.

    The Act brings with it new obligations, burdening especially those foreign employers which post employees to the Slovak Republic (i.e., host employers). For example, such employers are obliged to inform the Slovak National Labor Inspectorate prior to the posting (i.e., to provide information related to the posted employees) and to maintain documents related to the posted employees throughout the posting period. 

    The Slovak inspectorates will be able to follow the cross-border posting of employees more easily thanks to the indicative criteria stipulated by the Act (e.g., according to the place of the employer’s registered seat or the usual workplace of the posted employee). Once the cross-border posting is identified, the inspectorates can subsequently examine the fulfillment of the duties and compliance with the rules of the posting. 

    The Act also significantly amended other Slovak labor law legislation, including the Labor Code (Act No. 311/2001 Coll.) and the Act on Illegal Work and Illegal Employment (Act No. 82/2005 Coll.).

    As regards the Labor Code, its brief provisions in the area of the posting of employees were extended by new definitions of the posting of employees, posting employer, and posted employee. The Labor Code introduced the joint liability of a Slovak service provider for the payment of wages to a host employee, if 

    it is not paid by the host employee’s employer, who is in the position of subcontractor of the service provider. Also, Slovak employers are obliged to inform their employees about working conditions in the country where they will be posted and to conclude a written agreement with them on the posting with all legal essentials. 

    The Act on Illegal Work and Illegal Employment introduces a ban on an entrepreneur client receiving work or services from a contractor performed by a person who is illegally employed by the contractor. This applies to the cross-border provision of services exceeding 5 days in a 12-month period, or to any work – whether cross-border or not – performed by temporarily assigned workers, without a time limit. For a breach of the ban, a fine of up to EUR 200,000 may be imposed on the client, regardless of whether it knew about the illegal employment. 

    The Act also influences commercial relations – as the client should introduce a mechanism for verifying that all work (service) providers have valid employment contracts and are part of the social security system – and introduces a mechanism of indemnification in case the contractor violates the prohibition of illegal employment. 

    To conclude, due to new EU legislation, the conditions for posting employees within the European Union have significantly changed, affecting the Slovak Republic. These changes will have, in our opinion, a substantial impact on the cross-border provision of services throughout the European Union, not only from a labor-law perspective but also from a commercial point of view.

    By Jan Makara, Partner, and Katarina Haringova, Associate, Peterka & Partners Slovakia

    This Article was originally published in Issue 3.4 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • New Partner at Cechova & Partners

    New Partner at Cechova & Partners

    Cechova & Partners has announced the arrival of new Partner Lenka Subenikova to the firm. Subenikova will advise clients in various fields of M&A, real estate, and employment, and will be in charge of the firm’s German desk.

    Subenikova moves to Cechova & Partners from Wolf Theiss, where she was a Counsel. She is a 2003 graduate of the Law Faculty of the Comenius University in Bratislava, Slovakia and a member of the Slovak Bar Association.

    According to Cechova & Partners, “during her previous practice, she has been heavily involved in various M&A matters and has gained considerable experience in all types of commercial matters involving domestic and cross-border transactions, acquisitions, disposals, joint ventures and corporate reorganizations, as well as day-to-day corporate matters. In real estate matters Lenka represented clients in real estate acquisitions and sales, project developments, construction law matters and focuses also on tenancy and construction law. She also has an extensive experience in advising clients on various employment law matters.”

    “Lenka is a very welcome addition to our office,” said Tomas Rybar, Managing Partner. “She brings with her a great understanding of both law and business, and will strengthen our team when advising German-speaking clientele. Lenka is a highly experienced practitioner and her skills complement Cechova & Partners’ practice. We are fortunate and pleased to have such a dynamic and client-focused lawyer as a member of our team.”

    On joining Cechova & Partners, Subenikova said, “I am delighted to join such a top national firm. I look forward to working with my colleagues in order to further expand the firm’s client offering.”

  • Taylor Wessing Advises Slovofruit on Sale of Industrial Buildings and Land Plots to GURI-REAL

    Taylor Wessing Advises Slovofruit on Sale of Industrial Buildings and Land Plots to GURI-REAL

    Taylor Wessing has advised Slovofruit, a Slovak company that is part of Austria’s WertInvest real estate group, on the sale of several industrial buildings and land plots in Nove Zamky, Slovakia, to GURI-REAL, s.r.o.. The buyers were reportedly advised by Slovak practitioner Tatiana Timoranska.

    The transaction was structured as an asset deal and was closed in September 2016. 

    According to Taylor Wessing, “the WertInvest group has been successfully developing real estate since 1993 and has specialized in the revitalization of classic apartment houses in exclusive inner city locations. The portfolio is supplemented by selected and unique real estate development projects. The core business of WertInvest is primarily asset management, real estate development, portfolio investment in Austria, Germany, and the United States.”

    According to Taylor Wessing Partner Andrej Leontiev, who led the firm’s team on the deal, “our competence and experience in the industrial real estate segment was required to provide comfort and legal certainty to our client during the completion of this transaction. The challenging part was the missing statutory regulation for infrastructure access for real estate owners, mainly at socialist brownfield industrial sites, which were divided among many private owners.”

    Leontiev was supported by Taylor Wessing Senior Associate Milan Cervenka and Senior Associate Jana Brezinova.

    Tatiana Timoranska did not reply to inquiries on the matter.

  • Taylor Wessing Advises Gima Family on Sale of Ryba Kosice and Calmar to Tauris

    Taylor Wessing Advises Gima Family on Sale of Ryba Kosice and Calmar to Tauris

    Taylor Wessing has advised the Gima family — shareholders of Slovakian food producer Ryba Kosice and its distribution company Calmar — in the divesture of their shareholding in the companies to Slovak meat-processing group Tauris, a member of Eco-Invest group. Barger Prekop advised the buyers on the deal.

    According to Taylor Wessing, “the core business of the two targets is food producing (focusing on fish and seafood products) and distribution of food products.” The transaction, which was structured as a share deal, closed in September 2016. 

    Ryba Kosice is a family-business with a 70-year history based in Kosice, Slovakia, and Taylor Wessing describes it as “one of the leading privately owned food producers in the country.” The firm reports that, “through constant innovation and smart marketing of traditional local deli products, Ryba Kosice managed to build brand awareness within a highly competitive consumer segment. Its ability to win exclusive frozen foods distribution contracts, attributed in part to its efficient in-house logistics operated under the Calmar affiliate company, allowed Ryba Kosice to remain competitive amongst foods chains clients but also strengthen its position within the HORECA market and thus had secured growth for the business.”

    Taylor Wessing provided legal advice during negotiations and drafting of the transaction documentation, closing of the deal and antimonopoly clearance process. The firm’s team consisted of Partner Juraj Frindrich, who commented that “the challenging part was to balance the expectations and concessions of a big corporation and the shareholder family.” Frindrich was supported by Junior Associate Tomas Korman. 

    KPMG Deal Advisory acted as financial advisor to the sellers.

    Jozef Gima Jr., the Managing Director and Shareholder of Ryba Kosice, commented that: “We are pleased that Ryba Kosice joins a strong group, which gives it the possibility to expand further and profit from synergies and financial strength of Tauris and Eco-Invest. The involvement of both KPMG and Taylor Wessing was essential for successful finalization and execution of the transaction.”

    Barger Prekop did not reply to our inquiry on the matter.

  • Taylor Wessing Advises Best in Parking on Acquisition of Bratislava Parking Garage

    Taylor Wessing Advises Best in Parking on Acquisition of Bratislava Parking Garage

    Taylor Wessing has advised and represented Best in Parking – Holding AG on a private tender process regarding the sale of the city center multi-story underground car park in Bratislava.

    The car park — Garaz Centrum — has space for 163 cars, and is located at Ursulinska Street in Bratislava. 

    Taylor Wessing describes Best in Parking – Holding as “one of the leading providers in planning, construction, financing and operation of parking facilities.” The company was established in 1976 and it expanded in Austria, Italy, and Switzerland. It operates, with its headquarters in Vienna and Milan, about 60,000 parking lots in 135 locations.

    The transaction was structured as an asset deal. Taylor Wessing’s legal advice included drafting and negotiation of transaction documentation (involving a third party leasing company), creation of a Slovak SPV, transfer of the employees, drafting of new commercial contracts and a temporary operational agreement, as well as handling regulatory issues related to operational approvals/consents.

    Johann Breiteneder, Managing Director of Best in Parking – Holding AG, commented that: “Our focus lies on high quality standards and sustainable management with continuous improvements of the constructional and technical equipment at our locations, best utilization of our existing parking capacities and economic results at good valued prices for our clients. Adding the first Slovak operation to our portfolio underlines our strategy to expand into Slovakia. We highly appreciate the professional cooperation with Taylor Wessing. We benefited both from their international legal experience and strong local foot print on the Slovak market and knowledge of the local environment.“

    Taylor Wessing Partner Andrej Leontiev described the transaction as “challenging,” explaining that, “we had to align the commercial interest of the parties and the legal and operational risks related to the car park itself.” According to Leontiev, “ he multi-party negotiations involving the seller, the real estate leasing company and the buyer required an extremely solution driven approach by our lawyers. We are pleased to report that the acquisition was closed in April 2016 and the operation was officially accepted by the buyer on July 1, 2016.”

    The Taylor Wessing team consisted of Leontiev and Senior Associates Milan Cervenkaand Jana Olach Kostrabova.

     

  • The Buzz From Slovakia: Interview with Jan Azud of Ruzicka Csekes

    The Buzz From Slovakia: Interview with Jan Azud of Ruzicka Csekes

    According to Jan Azud, Partner at Ruzicka Csekes s.r.o. in association with members of CMS, the new Slovakian government still hasn’t completely settled in following the March 2016 elections, and with summer and the EU Presidency here, Azud says, “everything has stalled a bit.”

    The Slovakian legal market is, Azud reports, dealing with commoditization and insourcing like the rest of the region. There are few changes of signficance among the leading firms in recent years, nor any real spin-offs of significance, and Azud doesn’t expect the list of international firms in the country to expand anytime soon. One persistent characteristic of the Slovakian law firm market is that it’s highly competitive, and the long-term trend is seeing fees decrease. There’s an increased awareness of the need for value-added services and special products at law firms, Azud reports, as well as the need to invest into law firm marketing, and increasingly lawyers have to be ready to compete aggressively to “get the work you need and to get interesting work.”

    Last year was good in terms of the amount of work for the bigger law firms, Azud says, though it’s still difficult to tell whether this year will be successful or not. The trend is ok, Azud reports, and the economy is growing, but “Slovakian business is, to a significant extent, driven by public spending, so the government situation needs to get settled.” He’s optimistic, though, that things will start moving more effectively soon.

    Turning to recent legislation, Azud says that Slovakia has expanded its current Civil Procedure Code into three, which will become effective in July of this year. He described this as a “complete reform of civil procedure,” and expects it to have a “significant effect on the legal market” — though, at this point, it’s difficult to predict exactly what form that effect will take. Modernizing the Code “should be a good step forward,” Azud explains, but ultimately “we’ll have to wait to see the actual consequences of its application.”

    On July 1st Slovakia will begin enforcing criminal liability of legal entities as well, bringing the law closer to EU and American standards, as previously only natural persons or individuals could be found guilty of crimes. Azud expects this to increase work for lawyers as well, at least to some extent, helping companies with preparations and compliance, not to mention with formal investigations or prosecutions.

    Finally, Azud says, the country enacted a new Public Procurement Law which became effective on April 18th of this year, transposing EU directives on public procurement. Reiterating his point about the significance of public spending to the Slovakian economy, Azud reports that, while the actual effect of the law remains to be seen, it is “definitely an important piece of legislation.”

  • Glatzova Hires New Head of Branch in Bratislava

    Glatzova Hires New Head of Branch in Bratislava

    Slovakian lawyer Veronika Pazmanyova has moved from White & Case to Glatzova & Co., where she takes over as Head of the firm’s Slovakian Branch from former Glatzova lawyer Lucia Regecova.

    Pazmanyova’s experience spans a number of areas including M&A and general corporate and employment law, as well as regulatory matters including personal data and consumer protection. She received her law degree from the Paneuropean University Bratislava, where she was awarded the annual Graduate of the Year Award. Prior to that, she studied Chinese Law and Chinese language at Fu Jen University in Taiwan and Business and Russian language at Trinity College Dublin in Ireland.

    Pazmanyova is enthusiastic about the move, saying, “I am very excited to work with such a dynamic and talented team of lawyers, and I appreciate the opportunity and trust to manage the branch.”

    Jiri Sixta, Partner at Glatzova & Co., who oversees the firm’s activities in Slovakia from the firm’s headquarters in Prague, commented that, “We are very glad to have Veronika on board. Her arrival fits with the company’s strategy of providing high-quality legal services across the full spectrum of our clients’ business activities in Slovakia.” 

  • Allen & Overy Advises HB Reavis Group on Sale of Shopping Center and Office Tower in Slovakia

    Allen & Overy has advised the HB Reavis Group, which the firm describes as “the leading commercial property developer in CEE,” on the sale of the Aupark Kosice shopping center and Aupark Office Tower to New Europe Property Investments Plc. for EUR 165 million. Kosice is the largest city in eastern Slovakia.

    The Aupark Kosice shopping center is located in the Kosice city center and offers approximately 34,000 square meters of lettable space, leased to major retailers like Mango, H&M, C&A, New Yorker, Datart, and Billa. The adjacent Aupark Office Tower comprises 12,700 square meters of lettable space and is leased to tenants such as such as IBM, PWC, Holcim, and Eset.

    The transaction also includes the sale of a development project on the site of the former Malinovsky barracks, located in the wider Kosice city center. It is subject to approval from the Slovak Antimonopoly Office.

    This is the second transaction between HB Reavis and NEPI, a commercial property company listed on the Main Board of the Johannesburg Stock Exchange, the regulated market of the Bucharest Stock Exchange, and the AIM market of the London Stock Exchange. In 2013, NEPI acquired the Aupark Zilina shopping center from HB Reavis. 

    The A&O team consisted of Partner Martin Magal and Senior Associates Vojtech Palinkas and Juraj Gyarfas. 

    Image source: auparktower.sk
  • Freshfields Advises spp-distribucia on EUR 500 Million Eurobond Issuance

    Freshfields has advised SPP-distribucia, on its debut issuance of EUR 500 million investment grade notes which have been listed on the Irish Stock Exchange.

    Incorporated in 2004, SPP-distribucia, is the the sole distributor of natural gas in the Slovak Republic. It engages in the distribution of natural gas from transmission networks through gas distribution systems to end customers. The company also engages in the development, operation, and maintenance of gas networks, as well as gas balancing and dispatching services. It operates as a subsidiary of Slovensky plynarensky priemysel.

    The Freshfields team was led by Capital Markets Partner Peter Allen and Senior Associate Nick Hayday, supported by Capital Markets Associates Sharon Doku and Chioma Amobi.