CEE Legal Matters

Category: In-house

  • Inside Insight: Interview with Jovan Velkovski, GC of JAT Tehnika

    Jovan Velkovski is the Head of Legal at JAT (Yugoslav Airlines) Tehnika, an Aircraft Maintenance Repair & Overhaul Center in Belgrade. Prior to joining the company, he worked as a Senior Legal Advisor at Privredna Banka Beograd, where he gained professional experience in bankruptcy cases.

    CEELM: Tell us a bit about your professional background and about the road that led to your current position.

    J.V.: Immediately after graduating from the Faculty of Law at the University of Belgrade, I found a position as a legal apprentice at a respectable law office. The main advantage of working for this office was the great diversity of work, which allowed me to be very independent in handling legal matters usually done by much more experienced lawyers. The office specialized in bankruptcy cases, and therefore I gained a lot of experience in this area. That was very beneficial for me, mainly because dealing with insolvency procedures upgraded my experience in different legislation areas, depending always on the type of business done by the company that initiated the bankruptcy procedure. Commerce, construction, banking, civil procedures, labor law, real estate law, corporate law … all in all, a lot of great experience that proved to be significant for my future career. After two and a half years in that office, I passed the Bar exam, and thus gained the necessary qualifications to enlist in the Chamber of Law as an attorney at law. Experience in insolvency procedures led to me being hired as a legal advisor by Privredna Banka Beograd, which had previously gone into bankruptcy. That position was a significant step forward in my career – sort of a crossroads –  as I moved from private law environment and became an in-house lawyer. After a year of intense work, I got an offer to enter a completely new field for me at that time – aviation, to be precise – to work for Jat Tehnika at its maintenance, repair, and operations center in this part of Europe. My commitment and devotion to my new business surroundings generated my first results, and after six months I was promoted to Head of Legal – the position I have today. 

    CEELM: In your experience, what were the main differences between working in-house in the banking sector and in-house in the aviation industry?

    J.V.: Apart from the obvious differences pertaining to these two unlikely fields, the main difference comes from what it means to be a legal advisor, and what it means to be the head of legal. In other words, from the very different competencies and responsibilities that these positions bear.

    CEELM: What kind of legal and personal skills are necessary in order to lead a legal team at a company like JAT Tehnika?

    J.V.: Jat Tehnika has 800 permanent employees, and a certain number of people who are working there part-time. They work in 12 different sectors, and in six separate bureaus. This fact shows the variety of our staff, but also the variety of work that needs to be done, so that the aircrafts, the engines, and the different components can be ready and safely back in the air. All of that requires legal support, whether in terms of insurance, labor law, procurement of parts or equipment, property issues, and commercial agreements – and all of which also requires organizational skills and maximum devotion.

    CEELM: Where can the added value of a legal department best be seen?

    J.V.: The added value of the legal department can best be seen through its relations with employees, as I always insist on honoring their rights to the maximum. This is important because respect is a two-way street: if you disrespect somebody, you cannot expect a positive outcome, regardless of the corporate hierarchy and position. When employees feel that you have invested yourself and your efforts into solving their problem, they feel like an important part of a bigger system, they are more eager to show enthusiasm for their tasks and obligations. Quite frequently, satisfied employees provide more than expected. In my opinion, ensuring synergy between employees and management is the best strategy for generating successful businesses.  

    CEELM: To date, what do you consider to be your greatest success at your current job?

    J.V.: Jat Tehnika is a completely state-owned company (by the Republic of Serbia), and there is an ongoing privatization process. One of my biggest challenges was taking part in a due diligence team dealing with property law – legal issues with neighboring companies like Air Serbia and Airport Nikola Tesla. Handling such complex and long-standing legal matters within a team is perhaps the most complicated work that I have done so far, and if it ends successfully, it will be something I would be very proud of. I should also add that I consider introducing greater discipline into our compliance process a success, especially elements related to labor.

    CEELM: What are the biggest challenges that in-house lawyers face in Serbia these days?

    J.V.: After the arrival of big, foreign companies to Serbia, the market for in-house lawyers has expanded. The issue that this market is still facing is connected to highly networked and well-developed law firms. Big law offices with a significant number of experienced lawyers have a competitive edge over the others. As a result, there is an evident lack of quality in-house lawyers on the market. To conclude, better days are yet to come for in-house lawyers, and with that, as trade and market develops, new bachelors of law fresh out of college will have a better idea where their career should head. 

    CEELM: What are the most important features that you take into consideration in choosing external counsel to work with?

    J.V.: Availability at any time is crucial, of course, to an expected extent. In relation to cases that cannot stand delay, there must be assurance that new challenges can be met, even past working hours. Devotion, punctuality, and professionalism are needless to mention. 

    CEELM: On the lighter side, how do you relax after a long day at work? 

    J.V.: After a hard, working day, what I enjoy the most is relaxing with my family. Also, it happens that I stay after hours to exchange ideas and experience with my friends and colleagues in a more informal atmosphere, which I consider very beneficial.

    This Article was originally published in Issue 5.2 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Deal 5: X5 Retail Group’s Head of M&A Legal Support Division Tatiana Sumarokova on Acquisition in Russia

    Deal 5: X5 Retail Group’s Head of M&A Legal Support Division Tatiana Sumarokova on Acquisition in Russia

    On January 8, 2018, CEE Legal Matters reported that the X5 Retail Group had acquired a supermarket chain operating under the “O’Key” brand in Russia. Later we learned that the acquired supermarket chain was LLC Razvitiye Malykh Formatov. We invited Tatiana Sumarokova, Head of M&A Legal Support Division at X5 Retail Group, to share her thoughts on X5’s cooperation with external counsel in the transaction.

    CEELM: What system do you usually apply at X5 Retail Group in selecting outside counsel? Did you follow the same steps this time? How and why, ultimately, was White & Case selected?

    T.S: X5 Retail Group implemented certain tender politics under which contractors providing goods and services are selected on the basis of price and quality criteria. In determining the quality of each counsel, we rely on recognized rating guides like Legal 500 EMEA and Chambers Europe as well as our own user experience in co-operative work with the counsel, if any. Within a tender process we evaluate, among other things, the counsel’s experience in advising on transactions of comparable nature and materiality, the business approach in negotiations, and the flexibility in relation to the time-schedule of a transaction and other terms of engagement. For transactions with a tight schedule, previous cooperation with X5 on similar transactions is a plus because of the adviser’s understanding of X5 standards and awareness of terms and conditions of transactions acceptable to X5. This time we followed the same procedure.

    Andrey Dontsov and Nikolay Feoktistov, Partners of White & Case, whom we have worked tightly with, formed a team of high-level professionals able to perform within quite short deadlines. We have been through a number of complicated transactions with this team and are truly satisfied with their work. It is Nikolay’s ability to organize the work which makes the terms of engagement financially attractive to X5. I can give you an example: When we worked under schedule pressure, Nikolay participated in negotiating transaction terms, and simultaneously transferred the agreed positions to another lawyer located next door who incorporated them in the agreement. After that a senior lawyer took a fresh look at the draft. There was no duplication of functions or excessive expertise when it was not needed on their part, and the work was done in time.

    CEELM: What specific tasks did you delegate to White & Case on this transaction and which ones did you keep in-house?

    T.S: White & Case was involved in negotiations and the drafting of main transaction documents. While the transaction was negotiated together by X5 team and the counsel, the drafting was delegated to White & Case. Due diligence was carried out by another counsel – a Russian law firm. Other work in the project was done by X5 internally. In particular, X5’s in-house lawyers also prepared certain transaction documents, mostly based on Russian law, and all ancillary documentation, prepared a motion and relevant data for the anti-monopoly clearance, as well as coordinating the work done by external counsels, arranging for risk mitigation (where possible), supervising the performance of relevant CPs, and organizing completion of the transaction.

    CEELM: Why did you choose a different law firm to carry out due diligence? Which law firm did you select and what selection procedure did you use?

    T.S: In order to streamline the process and reduce expenditure on legal fees, X5 usually delegates certain segments of work to different external counsels which offer the best engagement terms (including price) and at the same time are the best specialists in the relevant area of law. With respect to due diligence of Russian companies, it is difficult for international law firms to compete with Russian law firms in terms of fees. On the other hand, Russian law firms, mostly, are not advanced enough when it comes to M&A transactions governed by English law, which is rather popular for structuring deals owing to its flexibility and centuries-old legal precedents. In this case, in selecting a counsel to carry out the due diligence, we followed our standard criteria — engagement terms, experience in the required practice area, and flexibility in work-schedule — and decided in favor of Lex Borealis.

    CEELM: How is the integration of O’Key proceeding? Are there personnel considerations? Did the retail chain have a legal team, for instance, that’s merging with yours? How is that being handled?

    T.S: X5 has substantial experience in M&A transactions, so the integration of acquired assets is mostly a technical process which is carried out internally by X5. As of today, more than half of the acquired stores have already been reconstructed in line with X5 standards.

    As for the employee’s issue, the in-house team of lawyers and key management of the target company, as contrasted to the acquired stores’ personnel, continued their engagement with the O’Key group.

    CEELM: What sort of follow-up, post-transaction review of the process did you perform with White & Case? 

    T.S: In fact, there was no post-transaction review of the process with White & Case. X5’s considerable expertise and knowledge of the market allowed us to negotiate and complete the deal in a time-efficient manner. Yet as the legal team was involved in the transaction almost on a 24/7 basis, especially on pre-signing and pre-completion stages, we managed to cut the overall time usually spent on such a transaction in half. We believe that the deal was completed successfully. 

     

  • Inside Insight: Interview with Linda Szegvari, Chief Legal Counsel of MET Hungary

    Inside Insight: Interview with Linda Szegvari, Chief Legal Counsel of MET Hungary

    Linda Szegvari is the Chief Legal Counsel of MET Hungary, an energy trading company that was established in 2007. The company is a subsidiary of the MET Group, which is present in 28 markets.

    CEELM: When and why did you decide to become a lawyer?

    L.SZ.: Everything started in high school, as I was hesitating between arts and legal studies. It was a tough decision as I really enjoyed painting. At the end, the deciding factor was simple: I enjoyed working with people and I really thought that working as a legal counsel would allow me to meet interesting people from completely different backgrounds and expertise.

    CEELM: How has the Hungarian market changed since you’ve started practicing law?

    L.SZ.: I started my career in 2005, when I started working for a local lawyer in my home town of Vac during my studies. After I graduated in 2007, I moved to a well-established firm in Budapest with international clients to improve my skills. During these years I also finished a specialization in tax law that widened my skills into niche areas. This ever-growing hunger for new and interesting aspects of the legal system both in Hungary and the EU led me to energy law. I started working at MET just after my bar exams, and I’m still there, heading the Hungarian team and responsible for the Croatian, Serbian, and Ukrainian operations.

    One of the main changes that I have witnessed is the concentration of critical knowledge and people into large law firms. When I started working it was more accepted that small firms with only a couple of people could be responsible for very large customers and M&A activities. The greater acceptance of the Hungarian market in the EU system has transformed this scene and most large businesses are now represented by partners at well-established firms.

    CEELM: What kind of legal and personal skills are most valuable, in your opinion, in order to efficiently represent a company like MET Hungary?

    L.SZ.: I truly believe that consistency and analytical thinking are the two most important skills in my daily work, with a touch of precision that is the foundation of any legal work. I believe in teamwork, which allows different personalities to complement each other and execute any work far more efficiently than a single person could. To sum up, I think that consistent hard work will result in success.

    However, it is always important to mention that all my success within MET comes from fruitful cooperation with the other branches of MET, and I still feel lucky that I was able to learn all the various aspects of the energy business from really talented experts. The willingness to learn and a collaborative manner are also two important skills that everybody should have when working in the legal business.

    CEELM: What do you consider your biggest success as a lawyer in terms of particular projects or challenges?

    L.SZ.: It is always hard to consider something the “biggest,” as I’m always looking for new challenges. This is what pushes me forward. I was very excited when I was able to handle my first property sales contract, as well as just a month ago, when we signed an acquisition transaction worth many millions of euros.

    CEELM: What does your average working day look like?

    Since I head the legal activities in our Hungarian company, my daily routine has significantly changed from the days when I was working as a legal counsel. I have to attend far more manager activities —including meetings with other branches — address resource allocation and management, while also keeping track of our expenses and relations with external legal advisors. At the end of the day, I’m still executing real legal advisory work and I work closely with my team to handle all tasks on time.

    CEELM: What do you do to relax?

    L.SZ.: It depends both on my mood and the weather. In winter time, when it’s snowing, I always try to be outside and do some hiking or ice skating. I am also more into painting in winter time when everything is grey outside and the only colors I see are the ones that I put on the canvas. As the weather gets warmer, I’m run and swim more, but in general there is nothing better than a long bicycle ride next to the Danube

    CEELM: It is not always so easy to be a woman in a leading position like yours. Have you faced any challenges in your career as a result? Like what?

    L.SZ.: Well, I also had to go through all the typical situations women faces in leading positions, especially as in the energy sector the male/female ratio is low. I see that women have to work harder and prove more to be recognized in a management position. This is a big disadvantage we have to compensate for. However, I see that in a company’s life it is essential to have women in leading positions as they approach complex problems in a more empathetic and gentle way. The lack of representation of women in positions of leadership is broadly acknowledged in the business world in our region, and I believe we have to change this by setting and finding successful role models.

    CEELM: What is your favorite thing to do in Budapest? Why?

    As a local patriot of Budapest it is hard to pick only one thing, but a walk on the Pest side of the Danube with an astonishing view on the Buda side and the castle always brings some warmth to my soul. Not to mention the many new eateries, patisseries, and “ruin bars” you will bump into on your way.

     

  • Deal 5: Dr. Max Head of Group M&A Ivo Senkyrik on A&D Pharma Acquisition in Romania

    On January 2, 2018, CEE Legal Matters reported that Czech pharmacy chain Dr. Max acquired the entire A&D Pharma network in Romania, in a transaction that has been shortlisted for CEE Deal of the Year 2017 in the country. While the transaction awaits approval from authorities, we reached out to Ivo Senkyrik, Head of Group M&A at Dr. Max, to find out how his team made the deal happen.

    CEELM: Did the A&D Pharma shareholders initiate the sale, or did Penta Investments? Does that effect the nature of the negotiations and the process of the sale in any way?

    I.S: Dr. Max and our shareholder (Penta Investment) had been considering entering the Romanian market due to the current and expected development of the Romanian pharma industry and the macro environment. Our interest materialized through our first acquisition of 31 pharmacies, in the first half of 2017. As our strategy is to be the market leader in countries where we operate, we were considering several other acquisition opportunities. A&D is a leading player in the market thus it was clearly a primary acquisition target for Dr. Max. We initiated the contact with them.

    CEELM: How is the integration of Dr. Max and A&D legal teams going?

    I.S: Currently, there is no integration of any part of the business. The transaction will only be completed after the approval of the competition authorities in the relevant countries. The integration process will thus not begin until these approvals are received and the transaction is completely settled.

    CEELM: You are based in the Czech Republic — how did you perform the search for a legal support in Romania? What led you to choose Musat & Asociatii for this deal? 

    I.S: Historically, we worked together with Musat on [a previous] pharma deal. Thanks to this historical experience, we believed that [the firm] could bring value to the A&D transaction, so we decided to select Musat as our legal buy-side advisors.

    CEELM: What was Musat &Asociatii’s mandate in the matter, exactly? Did the firm exceed your expectations in any way, or was the mandate simple, and their execution functional and effective? Can you elaborate?

    I.S: Their engagement included complete transaction advisory related to legal matters of the M&A process (assistance with legal due diligence and transaction documentation). The due diligence phase was fully covered by Musat given their experience with the local environment. In a later stage of the process, especially during the transaction negotiation, their team was cooperating very closely with our long-term law firm from the Czech Republic – Jan Evan – who has very good knowledge of our group and requirements. Legal due diligence of non-Romanian business were covered by other top tier law firms in respective countries.

    CEELM: It seems that recently there is much consolidation goes on in the pharma sector in CEE. Do you think that this consolidation might raise competition concerns?

    I.S: From my perspective, the consolidation is quite a natural process in almost any industry due the fact that the world is currently spinning faster. If you compare the development of industries several decades ago with the current pace and business changes which the industries are facing now, we can see big differences in many sectors. So if you want to be an industry leader you need to work continuously on organic growth but also to speed up the growth through acquisitions, while concurrently considering how to minimize the overall risk through diversification.

    With respect to the competition concerns, I do not think that consolidation is wrong, [as long as] such consolidation does not result in the complete removal of competition in the market. I believe that if the consolidation is conducted at a reasonable level, ultimately the final customers should benefit from the consolidation. The market leaders can provide a different level of customer experience, broaden services, and provide higher quality to their customers. At least, Dr. Max can deliver these positive aspects to the customers thanks to the consolidation.

     

  • Deal 5: Banca Transilvania Chief Legal Officer Bogdan Plesuvescu on Victoriabank Acquisition in Moldova

    Deal 5: Banca Transilvania Chief Legal Officer Bogdan Plesuvescu on Victoriabank Acquisition in Moldova

    On January 26, 2018, CEELM reported on a joint investment by Banca Transilvania and the EBRD to acquire more than 66% of shares in Victoriabank, the third largest bank in the Republic of Moldova. Bogdan Plesuvescu, the Executive Director and Chief Legal Officer for Banca Transilvania agreed to provide some insight on the transaction, which remains contingent on approval by local authorities.

    CEELM: According to Banca Transilvania’s press release, “the acquisition represents the first investment in Moldova from outside the country in over ten years.” Why was the time right now?

    B.P: Moldova is a border country of Romania and of the European Union where the government’s economic stabilization and structural reform programs have resulted in several notable and positive achievements, including:

    • The successful completion of the privatization program
    • The privatization and liberalization of the foreign trade sector
    • The stabilization of the monetary system
    • The introduction of full current account currency convertibility 
    • The implementation of national accounting and auditing standards based on international standards
    • The privatization and streamlining of the banking system 

    CEELM: How did Banca Transilvania and the EBRD select Turcan & Cazac and Vernon David and Associates as external counsel on the acquisition?

    B.P: Our decision to work with T&C and Vernon was made based on the past experience of EBRD in the country and the credentials received from multinational clients present in Moldova.

    CEELM: According to the press release, Turcan Cazac advised BT and the EBRD on “trading of the shares and regulatory approvals, such as the approval from the National Bank of Moldova, and handled notifications of the deal to the Competition Council, which ultimately authorized all.” What role did Vernon David & Associates play in making the transaction happen?

    B.P: Vernon David only performed a high level of legal due diligence over the target and the legal regime in Moldova.

    CEELM: Will T&C and VD&A be representing Banca Transilvania on the mandatory buyout offer to the remaining shareholders of Victoriabank as well, or will you work with other firms on that process?

    B.P: From a legal perspective, Banca Transilvania is not a direct party of the mandatory buyout offer. This buyout offer was launched by the majority shareholder of Victoriabank which is VB International. VBI was assisted by T&C only.

    CEELM: Now that Banca Transilvania and the EBRD have a controlling stake in Victoriabank, what organizational changes can we expect to see soon?

    B.P: After final approvals are received from the National Bank of Moldova, the new management team of Victoriabank will try to replicate the organizational structure and the business model of Banca Transilvania, a model which has proved to be successful in Romania. 

     

  • Inside Insight: Interview with Basak Gurbuz of The Walt Disney Company Turkiye

    Basak Gurbuz is Counsel with The Walt Disney Company in Turkey, a company she joined in August 2015. Before going in-house, she worked for eight years at Gun + Partners and another year and a half at Pekin & Bayar.

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

    B.G.: I grew up in a family where I could see capes and hear legal terms in my daily life. My grandfather was one of the more prominent judges in Turkey’s Supreme Court. My father was also a judge when he began his career and then he became a law consultant in the Turkish Prime Ministry. So I can say that I was always close to this profession and always admired capes. 

    I attended the Ankara University Law Faculty and then obtained my LL.M. there. I always wanted to specialize in Commercial Law but then I changed my mind at the end of my compulsory legal internship (which is one year in Turkey) and decided that IP Law would be my future in my professional life. After I completed my official internship, I moved to Istanbul in 2006 and began working at Pekin & Bayar Law Firm – one of the top law firms in Turkey. I practiced Corporate Law, Commercial Law, Competition Law, and Real Estate Law there for almost two years, although I knew that I wanted to change my practice and get involved in IP and Media Law as soon as possible. Therefore, I changed my job and started working at Gun + Partners in 2008 – another top tier law firm in Turkey, with one of the best IP Law and TMT practices. 

    This was one of the best decisions I made in my life. I worked there for almost eight years as a member of the IP department and then moved to the Media & Advertisement sub-group (which was renamed TMT (Technology, Media and Telecoms) later on). I worked as an associate, senior associate, and managing associate respectively during my almost eight years at Gun + Partners, and I led the Media and Advertisement sub-group after I became Senior Associate. My major practice there consisted of IP Law (Trademarks, a bit of Patents and Industrial Designs, and Copyrights) as well as all aspects of Media and Broadcasting Law, Consumer Protection and Advertising Law, and also Internet Law and Data Protection Law. These included both consultancy (legal advice (both bread and butter and in-depth) and contract and other document drafting, including contests, sweepstakes, and so on) and litigation. I always had great support and supervision from the partner leading the IP department there and also each and every firm member at all times so I am always thankful and happy to have worked in such an organization.

    While I was Managing Associate at Gun + Partners, I had an offer from The Walt Disney Company and I thought that would be the best time to move to a different world with this kind of knowledge and expertise. It was a great opportunity so I made my decision and changed my world. I can say that time has just flown by, because it’s already been two years with Disney Turkey, and I completely feel a part of it.

    CEELM: You moved in-house a little over two years ago. What was the biggest shock when you made this transition?

    B.G.: Disney believes in the Turkish market and continues to invest in the local team. As part of its growing strategy, the need for locally-based legal personnel came up and this department was established locally – after previously being handled regionally. When I joined, my biggest shock was not to be surrounded by other lawyers, which was reasonable under these circumstances. 

    The real challenge for me is that on the in-house side, you just have one client with a wide range of needs to be covered with very short deadlines, and the business priorities are in the front lines of the workflow, unlike in a law firm, where law comes first. But this is a good challenge because you learn how these two work hand in hand. They complement each other and need to be in a perfect harmony. 

    CEELM: And what is the most important thing you have learned about working in-house?

    B.G.: I’ve learned so many things! But the most important one is to try to always see the big picture and not to think and assess things from a single and narrow point of view. In other words, being an in-house lawyer requires lateral thinking and I associate this with acting like Sherlock Holmes most of the time: You should not just look, but observe. The legal side could be clear but you always need to consider the business needs at the same time. There is not only one apple in your hands anymore; there are many apples you need to carry with you. It is difficult and complicated at the beginning but then it becomes a part of your life. And I personally enjoy it.

    CEELM: Tell us about your work with The Walt Disney Company. What does a regular day in the office look like for you?

    B.G.: Always busy. My day begins with a cup of coffee sitting in front of my inbox, continues with calls and meetings, and ends with planning & scheduling the next day. Due to the internal structure of our company, there are lots of teams who need legal support and I provide them with all the necessary legal background and guidance in order for them to proceed smoothly. This – for sure – requires great effort and hard work but fun at the same time because we create magic here at Disney.

    CEELM: From a regulatory/legal stand point, what are the most challenging elements for you as the in-house counsel of a mass media company in Turkey?

    B.G.: At The Walt Disney Company, which is one of the world’s biggest media and entertainment companies, we follow the legal and regulatory developments in the markets we operate closely and ensure that we comply with the local requirements at all times. In terms of moral and cultural values, the Disney culture is very closely aligned with the Turkish culture, which makes our lives easier for compliance.

    CEELM: What types of legal work do you tend to cover in-house and what do you externalize?

    B.G.: The work involving my expertise – IP Law and Media Law – is done in-house, but I usually externalize the Corporate Law work and supervise external counsel. Another project that we received external support for was when we initiated the Data Protection Law Compliance project last year before the DP Law – Law Nr. 6698 on Protection of Personal Data – took effect on April 07, 2016. It was both interesting and fun to work on it with the support of our US and UK colleagues as well as our local expert external counsels. 

    Finally, although we do not have many litigation cases here in Turkey, we would receive external support for those as well. 

    CEELM: And when you do outsource work, what are the main KPIs you look at after a project is concluded to evaluate the firm/lawyer(s) you worked with?

    B.G.: I would say “speed and efficiency.” When an in-house lawyer is externalizing a project, meeting the deadlines is extremely important. However, it is also very important to give a realistic deadline, because giving an unrealistic one would just delay things more. 

    Another important KPI is to receive confirmation from the external counsel for the receipt of a request. This assured the in-house people that their request is in process and will be submitted before the deadline. 

    Last but not least, receiving clear and concise legal advice rather than average and rounded advice is very crucial too. 

    As we are always working against the clock, I think the most important thing is to have the in-house lawyers and external counsel work as one big team. Keeping the communication flow as clear as possible improves the quality and speed of our work. Plus, the two sides must be very clear and sincere with each other. When both sides do their part appropriately, all the KPIs mentioned above will be met. 

    CEELM: On the lighter side, if you could go back and pick any other career, what profession would you opt for and why?

    B.G.: I would definitely be a lawyer again! I feel like I was born to be a lawyer and I know that I am lucky for this. 

    But sticking to the question itself, I know that it is a bit surprising, but I would opt to become an enthusiastic actress. I was always interested in acting and I took drama classes in high school. I also took a drama class at the London Academy of Music and Dramatic Arts in 2012, which was a great experience. It changed my point of view in both my personal and professional life and helped me to develop new skills when doing my job, communicating with people, making speeches, and building empathy. I also gave acting a try and acted in a TV series for a while but then I realized that I do not belong on sets but instead to my cape and my own profession. Nevertheless, it was a great experience and I am very happy that I had the chance to try this (thanks to the great producer who made it happen but I cannot disclose any names here). No matter what, I still love cams and mikes, but I’d better do it within my own profession. I took part in some TV programs for certain legal discussions involving my expertise and that was also an outstanding experience. It teaches you to be alive and alert at all times – which you definitely need to do when you’re practicing law. 

    This Article was originally published in Issue 4.12 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Deal 5: T-Mobile Austria VP Legal Anja Tretbar-Bustorf on UPC Austria Acquisition

    Deal 5: T-Mobile Austria VP Legal Anja Tretbar-Bustorf on UPC Austria Acquisition

    On December 22, 2017, CEE Legal Matters reported on EUR 1.9 billion acquisition of UPC Austria from Liberty Global by T-Mobile. T-Mobile’s team was led by Vice President Legal, Regulatory & Interception Anja Tretbar-Bustorf, who spoke to us about the deal.

    CEELM: This was obviously a high-value deal. Did that effect how you approached the process of making it happen? Was your strategy or approach any different this time as compared to smaller deals? 

    ATB: Since we are not doing M&A deals in Austria on a daily basis we were extremely focused on getting the best possible support and worked hard to consider every detail of this transaction. The number one priority for the local team was the continuity of our operations after closing. Therefore, a lot of transition details were discussed.

    CEELM: Why did you choose Wolf Theiss legal support on this particular acquisition?

    ATB: We started in the summer of 2017 just before the due diligence phase with a pitch to choose the law firm to work with. We invited three Viennese law firms and asked them to present their approach to this deal and their ideas to get the legal work done with high efficiency. To get an impression how the different firms think and approach such a deal was the most important part for me in this process. At the end we chose Wolf Theiss because we got the impression that they really wanted to do this deal with us and would provide their full power to support us.

    CEELM: Did Wolf Theiss employ any unexpected tools or demonstrate any innovative techniques that surprised or impressed you and helped facilitate the deal, or was their support standard and effective within your basic expectations?

    ATB: Within Deutsche Telekom we are lucky to have a very experienced M&A teams. Together with colleagues from DT Legal, DT Regulatory, and other areas, the internal team was strongly focused on execution and well-structured. We incorporated Wolf Theiss into this structure so that it was quite clear from the beginning what kind of tasks we expected them to deliver on. The volume of the data room and its structure allowed us [to employ] a straight and efficient approach. Of course, we had detailed discussions around specific topics and ups and downs in the negotiations with the target company`s shareholder. But I think the teams managed very well, given the short time frame and the size of this deal.

    CEELM: Did the entire process go smoothly and as expected, or did you encounter unexpected obstacles or challenges?

    ATB: Time is always the most challenging obstacle in most of deals — as it was in this case. After two months of due diligence we started to negotiate the agreements quite late in 2017, but with the clear goal of a signing before Christmas. The last few weeks before signing I sometimes just did not know when to find the time to sleep. Our challenge was definitely to deliver quality in such a short time, between summer and Christmas.

    CEELM: How are you managing the integration of the UPC Austria legal team into your own?

    ATB: Currently we are preparing for the merger clearance. We are expecting the closing in summer. T-Mobile Austria is a mobile network operator with limited expertise in the areas of fixed line (cable) Internet and TV and entertainment. So we are looking forward to having people with the necessary skills in our new organization. The key for me is to build a legal team that will provide the best possible service to our business functions. The organizational integration itself will be straight forward due to fact that the teams on both sides are small — below ten persons on each side.

     

  • Deal 5: EshopWedrop Managing Director Mircea Bandean on Franchising in Albania and Cyprus

    Deal 5: EshopWedrop Managing Director Mircea Bandean on Franchising in Albania and Cyprus

    On November 3, 2017, CEELM reported that CEE Attorneys Romania had helped logistics company EshopWedrop Group — part of Xpediator Plc — establish a relationship with franchisees in Albania and Cyprus. We spoke with Mircea Bandean, Managing Director at EshopWedrop, for more information. 

    CEELM: Why did EshopWedrop choose to expand into Cyprus and Albania next? And if, as CEE Attorneys reported, the goal is to establish a “pan-European network,” does that mean negotiations are already underway for other franchisees in other markets as well?

    M.B: We approached several potential franchisees from a number of Eastern European countries to begin with and Albanian Courier from Albania and Kronos Express from Cyprus were the ones which responded quicker and showed a real interest in becoming our franchisees and implementing  EshopWedrop in their local markets. Indeed, we have ongoing discussions and negotiations in various stages for Bulgaria, Greece, Georgia, and Ukraine as well.

    CEELM: How different is the regulatory climate of franchising in Cyprus and Albania compared to the other markets EshopWedrop operates in?

    M.B: No significant differences for Cyprus, given their EU member status and given the fact that our standard terms and conditions, developed together with CEE Attorneys Romania, are EU-compliant. Regarding Albania I would say that our T&C are probably “over-compliant,” meaning that the Albanian legal requirements with regard to consumer protection and personal data protection —aspects most sensitive from legal point of view for our business — are less demanding than EU standards and legislation. However, we see already they are making progress in this regard as they are EU official candidate on course for membership negotiations and certainly they will align their relevant legislation to EU standards, but that will be just fine since the T&C we will be operating under are already EU compliant. In fact, I would say, we are giving a strong positive message to the local market with regard to the level of compliance and above all respect shown to Albanian consumers and clients of EshopWedrop.al.

    CEELM: Why did you select CEE Attorneys as your external advisor? 

    M.B: Our group has a very long relationship with CEE Attorneys in general and with their Managing Partner Sergiu Gidei, in particular. I personally worked with Sergiu for more than ten years on various legal matters for various projects, from various industries – logistics, real estate, financial services, and now e-commerce.

    CEELM: According to CEE Attorneys, the firm supported you “in the preparation of all legal documentation necessary for the structuring of the franchise, as well as in all stages of the contract negotiation process.” Does that mean the firm handled the negotiations (presumably coordinating with you, of course), or did you lead that process yourself?  

    M.B: The negotiations were led by me but when it came to various articles in the agreement which the other party asked to remove or amend the floor was taken by Krisztina Voicu and Sergiu Gidei from CEE Attorneys, and they did their best to convince the other party to keep a certain wording or negotiate to change one part in exchange for another part (that was more important for us). We often had pre-discussions preparing the conference calls with the other party and their legal advisors, even doing a little of role playing before the calls. They exemplified proper teamwork and focused on closing the agreement, which I appreciated a lot.

    CEELM: “Role playing” is an interesting method. How did you do that and make it work?

    M.B: I think the simple example is that we used the classical “Bad cop – good cop” strategy with them of course being “the bad cops” insisting to me (“the good cop”) in front of the other party why we had to include an important article, giving strong legal arguments which I then had to accept and implicitly drive the same for the other party.

  • Deal 5: Mellanox Technologies Established an R&D Center in Kyiv

    Deal 5: Mellanox Technologies Established an R&D Center in Kyiv

    On October 24, 2017, CEE Legal Matters reported that Mellanox Technologies, a software developer headquartered in Israel, would be opening an R&D center in Kyiv. We reached out to Gideon Rosenberg, Deputy General Counsel & Vice President of Legal Affairs at Mellanox, for more information.

    CEELM: According to Vasil Kisil & Partners, the firm’s lawyers “provided advice on corporate issues of doing IT business in Ukraine.” What sorts of issues does that encompass?

    G.R: As with any instance where we are investigating the entrance to a new market for us we received guidance from the law firm relating to various matters, including corporate structure, employment, compliance, and general advice on how to do business in Ukraine and other areas. 

    CEELM: Vasil Kisil & Partners provided “support for engaging Ukrainian personnel for the new R&D center.” Does that refer to employment law advice, or something else? What sort of support did the firm provide?

    G.R: This was one of the key areas of advice we received from the firm and it covered the area of how best to engage Ukrainian work force (i.e. employees as compared to private entrepreneurs (in terms of tax considerations, Ukrainian work force expectations, and other matters), drafting of the appropriate templates, and an explanation of the various social and other benefits common in Ukraine so that we are assured of building a compliant and well-integrated culture.

    CEELM: What sort of R&D projects will be conducted at the new center? Will that work necessitate additional outsources legal assistance, perhaps in the form of patent assistance or regulatory guidance? Has Vasil Kisil & Partners been retained going forward and on an ongoing basis as well, or will you look for external counsel on an ad hoc basis?

    G.R: We anticipate continuing to develop the site to support our software development efforts and expect to further engage Vasil Kisil & Partners as our needs develop.

    CEELM: What system do you usually apply at Mellanox to outsource legal work? Was the process in any way different regarding the R&D center in Kyiv?

    G.R: As a general rule, we prefer to minimize our outsourced legal services; however when entering a new market, we always use the services of a local law firm. We used the same approach in Ukraine as we have in all new geographies.

    CEELM: Why did you turn specifically to Vasil Kisil & Partners for advice?

    G.R: We decided to engage Vasil Kisil & Partners based on a recommendation we received from one of our other legal service providers and after speaking with VKP and other firms in Ukraine decided that Vasil Kisil & Partners would be the best fit for us.

     

  • Deal 5: William Ford, Senior Investment Manager at Waterland Private Equity Investments B.V., on Waterland’s Acquisition in Lithuania

    Deal 5: William Ford, Senior Investment Manager at Waterland Private Equity Investments B.V., on Waterland’s Acquisition in Lithuania

    On October 25, 2017, CEE Legal Matters reported that Cobalt had advised the Otravo Group — a subsidiary of Waterland Private Equity Investment — on its acquisition of 100% shares in Interneto Partneris, an online ticket seller in the Baltics. The transaction was led on the buyer side by Waterland’s Senior Investment Manager William Ford, who spoke with us about the deal. 

    CEELM: Cobalt Partner Elijus Burgis told us that “the transaction was led by the acquisition team from Waterland (Otravo’s parent). There were no lawyers on their team.” But your company’s website seems to suggest you do have an in-house team. Why were they not involved in the process?

    W.F: A three-person Waterland deal team indeed led the transaction. As a private equity firm, we seek to add real value to our portfolio companies by helping them to execute international buy & build strategies. With such a strategy, we are able to grow our portfolio companies rapidly through a number of add-on or bolt-on acquisitions during our investment period of on average five years. The acquisition of Interneto Partneris by our portfolio company Otravo is a clear example of such an add-on acquisition. In practice, our investment strategy means that we drive the execution of transaction processes (i.e. target identification, first meetings, due diligence, negotiations, financing, closing) while the management team of the portfolio company can focus on managing the business. We make sure to involve key management team members at the right stage of the transaction process to obtain their feedback and to enable them to take responsibility for the integration process after a transaction.

    The legal aspects of a transaction are primarily the responsibility of the deal team, who have significant experience with negotiating transaction documents and may even have a legal degree. Generally speaking, our deal teams rely heavily on external legal advice and are used to working in close cooperation with M&A lawyers during a transaction process. We do have an in-house legal department at our Dutch office, but the three legal professionals who make up this department typically focus on the legal aspects at the investment funds level and not at the level of individual portfolio companies. Hence, they checked all the documents in the Interneto Partneris deal that had to be signed by Waterland as the majority shareholder of Otravo but left the documents to be signed by Otravo to the deal team and external advisors. For these three legal experts, it is impossible to be involved on a day-to-day basis in all of the circa 40 transactions globally (but mainly in Europe), that we complete per year. In addition, this model provides the deal team with the flexibility to select the best external legal advisor for each transaction.

    CEELM: Who was responsible for selecting external counsel for the deal, and what did that process look like? What was it about Cobalt that led you to select them for this matter?

    W.F: The deal team — consisting of three Waterland investment professionals (in this case a principal, a senior investment manager, and an investment associate) — was responsible for the selection of external counsel. We contacted our regular Dutch lawyers for a list of reputable law firms in Lithuania. In addition, we spoke with a former Waterland colleague who was involved in a transaction process in the Baltics in 2016. Unfortunately, this transaction process did not result in a deal, but it did provide my colleague with the opportunity to work directly with Cobalt on legal due diligence and legal transaction documents. This colleague was quite positive about the quality of the services offered by Cobalt, their knowledge about Lithuanian law and their relevant transaction experience. Based on this positive reference, we decided to ask Cobalt for a proposal for a scope and quote. On the basis of their proposal, we selected them to support us with this transaction.

    CEELM: According to Cobalt, “this transaction will enable Otravo to expand its activities in the Baltics.” Does that mean that this is the first Waterland deal in the Baltics? What are your thoughts on the applicable regulatory and legislative regime in the market?

    W.F.: I think this was indeed the first transaction by a portfolio company of Waterland in the Baltics, although I cannot exclude that the more than 400 transactions completed by us and our portfolio companies in the past 18 years includes another transaction in the Baltics. We did look at a number of deal opportunities in the Baltics in the past few years which did not lead to a transaction. Overall, we are impressed by the quality of the regulatory and legislative regime. More than that, the responsiveness and service mentality of the local advisors we have had the pleasure of working with during the Interneto Partneris process and other transaction processes in the Baltics has been consistently very high. I expect that we will be more active in the Baltics in the years to come, probably covering the market out of our offices in Poland and Denmark.

    CEELM: You mention having completed some 400 transactions in the last 18 years; that’s more than 20 a year! But it appears you don’t have a panel of preferred law firms. Have you thought about creating one? What’s the thinking behind your strategy?

    W.F: We indeed do not have a formal panel of preferred law firms and decide on the most suitable law firm per country, per deal team, and per transaction. However, in practice, we tend to stick with the law firms we have worked with effectively and successfully in the past for similar deals. A previous positive experience was also an important factor in our selection of Cobalt as the law firm to support us with the Interneto Partneris transaction. Given the success of the cooperation on this transaction, we are very likely to invite them for similar transaction opportunities in the future. However, creating a formal panel of law firms would limit the flexibility of a deal team to select the best law firm for each specific jurisdiction and transaction. Hence, this is not very likely to happen at Waterland.

    CEELM: Now that Otravo has acquired Interneto Partneris, how will you integrate the company into your portfolio and do you have any changes to the company planned?

    W.F: The management teams of Otravo and Interneto Partneris are already very busy with the integration process. From my experience, it is key to start this process as soon as possible after a deal has been closed, and preferably to prepare the integration plan during the due diligence process. The Otravo team obtained a lot of integration experience with the acquisition of Swedish online airline travel agency Flygstolen in July 2016 and the acquisition of Dutch online travel packages agency Vakantiediscounter in February 2017. This experience should help them to ensure a smooth integration process for Interneto Partneris and to welcome the Interneto Partneris team within the Otravo group.

    I had the pleasure of meeting the whole Interneto Partneris team after the closing of the transaction, and they seemed to be very enthusiastic about teaming up with Otravo. The idea is to further grow and expand the operations of Interneto Partneris, both within and outside the Baltic states, in the coming years. In addition, its skilled and experienced employees are a very valuable addition to the Otravo group when it comes to improving the operations, systems and success of the business elsewhere. The employees of both companies have already started interacting on a regular basis, and a number of workshops to exchange experiences, thoughts and ideas involving Lithuanian, Dutch, and Swedish employees have already been held in multiple locations.