Category: In-house

  • Deal 5: Head of Legal Catalin Tirziu on Globalworth’s Expansion into Poland

    Deal 5: Head of Legal Catalin Tirziu on Globalworth’s Expansion into Poland

    On October 9, 2017, CEELM reported that the Globalworth real estate company had invested outside Romania for the first time by acquiring Griffin Premium Real Estate in Poland. Catalin Tirziu, Head of Legal at Globalworth, agreed to share his insight on the transaction. 

    CEELM: CEE Legal Matters reported that “the transaction was carried out by way of a tender offer directed to all shareholders of GPRE.” Why was this method selected and how did it work exactly?

    C.T: The acquisition of Griffin Premium RE.. N.V. (GPRE), which is a Dutch entity listed on the Warsaw Stock Exchange, was structured as a conditional investment agreement whereby Globalworth Asset Managers SRL, a Romanian entity subsidiary of Globalworth Real Estate Investments Limited, agreed to acquire a minimum of 50.01% and up to 67.90% of the issued share capital of GPRE. The conditional agreement was signed with Griffin Netherlands II B.V. and GT Netherlands III B.V., two Dutch entities that are indirectly controlled by Oaktree Capital Management Group LLC, and which together hold approximately 47.92% of the issued share capital of GPRE.

    The tender offer was a legal requirement but also the parties’ commercial intention and the transaction was structured as a tender offer so that GPRE will retain its listing on the Warsaw Stock Exchange and a free float of public investors following completion of the investment.

    Oaktree has agreed to subscribe in the tender offer to the extent required for Globalworth to acquire a minimum of 50.01% but no more than 67.90% of the issued share capital of GPRE taking into account subscriptions for the tender offer by other GPRE shareholders. Depending on levels of subscription by other GPRE shareholders, Oaktree could have determined not to proceed with the transaction if it would otherwise be left with a shareholding in excess of 10% following the tender offer, which, if so determined by Oaktree, would have resulted in the transaction no longer proceeding.

    On Globalworth’s side, the terms of the transaction were structured so as to ensure that its maximum percentage shareholding following the completion of the tender offer will not exceed 67.90%.

    On November 29, 2017 the acceptance condition stated in the tender offer was satisfied and the tender offer became unconditional in all respects.

    CEELM: Do you have any external counsel selection system in place at Globalworth? Why did you choose Dentons as counsel for this transaction?

    C.T: As a listed company, Globalworth uses best market and industry practices for selecting is external contractors and advisors. Our selection system focuses primarily on the capacity of our external contractors advisors to deliver, in a timely manner, the premium quality services that are needed for entering into and successfully closing our projects to the best interests of Globalworth and its shareholders. The acquisition of GPRE is our first investment in Poland and a complex one, requiring a large multi-jurisdictional volume of work in parallel flows (tender preparation, transaction with the sellers, due diligence, financing, competition clearance, etc), and it was obvious to us that only a big law firm could handle a transaction of this size. For all the Polish law matters related to this transaction, as well as for certain Dutch and Luxembourg matters, we decided to work with Dentons, as we knew they had the expertise, know-how, and workload capabilities that we required. So far we are more than happy with the choice we made, as we found them to be a very proactive, knowledgeable, and dedicated team.

    CEELM: The Dentons team assisting you consisted of lawyers working on the tender, on real estate aspects, on financing for the tender offer, and on merger control matters. Which of these aspects required the most hands-on involvement from you, and why?

    C.T: Given the volume of work and Denton’s market expertise, we relied significantly on Denton’s team for most of the Polish legal work related to the transaction. We of course cooperated to understand the legal and business implications of their findings and recommendations, and made the legal and commercial decisions where needed. While the in-house legal work was limited, I have to give credit to and thank Skadden Arps Slate Meagher & Flom LLP, our UK lawyers coordinating the overall transaction, with which Dentons worked closely.

    CEELM: Lawyers from Dentons’ Warsaw, Amsterdam, and Luxembourg offices supported you on the Griffin buyout. Why were lawyers from Amsterdam and Luxembourg necessary?

    C.T: The structure of GPRE required a multi-jurisdictional approach of the transaction. GPRE is a Polish real estate platform, and its assets are located in Poland, so we had a significant amount of work done by the Polish lawyers. However, GPRE is a Dutch entity, and its group structure includes also Luxembourg companies, so certain law aspects had to be assessed from Dutch law and Luxembourg law perspectives, respectively.

    CEELM: Were there any aspects of this transaction that you decided to handle exclusively in-house with your legal team? 

    C.T: We kept only certain corporate documents needed for our internal approval process in-house. Other than that, we relied on our external advisors, who did all the hard work and without whom we wouldn’t be at this point of the transaction.

  • Inside Insight: Interview with Peter Paroczi of Harman International

    Hungarian lawyer Peter Paroczi is the Director Counsel at Harman International, the US-based consumer electronics company. He joined Harman in Budapest earlier this year, after spending four years in private practice and then another seven in-house, first with Samsung Electronics, then at E.On. He agreed to answer some of our questions about his career.

    CEELM: To start, run our readers through your career leading up to your current role. 

    P.P.: I started my carrier at the Deri & Lovrecz Law Firm, which at that point in time was an associated law firm of KPMG and provided “all around” legal services to international companies. After spending three years there, I decided to move on and take a leap to a larger and truly global law firm: Baker & McKenzie. As a member of the firm’s Corporate/M&A practice group, I was engaged in a large number of M&A transactions. After Baker & McKenzie, I joined Samsung Electronics in 2010, where I was the General Counsel, Chief Compliance & Government Relations Officer of the company for almost six years. During my time at Samsung I was responsible for a broad variety of legal issues, including matters related to commercial, labor, and tax law, as well as state aid and greenfield investments. Following a short period at E.ON Hungary, I joined Harman International as the Director Counsel for the company, where I advise the company on commercial matters at a global level. I also oversee the operation of Harman’s Hungarian entities, including its manufacturing sites, which have more than 3000 employees. 

    CEELM: You worked in private practice for a little over four years before joining the in-house world. In your view, how do the two environments differ?

    P.P.: Being an in-house counsel (for global companies) requires different or additional skills, since you are a member of a larger, often global organization and approaching day-to-day issues from different angles (taxation, internal budgeting, organizational aspects, etc.) is critical. In-house counsels are usually part of management, and an in-depth understanding of the business is extremely important. Management skills are crucial if you are leading a department. Being able to handle stress and carry a heavy workload goes without saying, I think. 

    CEELM: And what skill sets do you believe are critical for a lawyer to master in order to make the transition from private practice to in-house as smooth as possible?

    P.P.: Having a business mindset and management skills are the most important things. Without these, you will not be able to function within your organization adequately. Handling fast decision making is also critical. Understanding and properly dealing with different types of corporate and organizational cultures are also amongst the core value of doing business nowadays.  

    CEELM: What was the one project (either with your current or previous companies) that you are proudest of?

    P.P.: Providing legal advice to the commercial operation of Harman International with a focus on procurement matters (Harman International owns a wide variety of global brands, such as JBL, AKG, Harman/Kardon, Infinity, Bang & Olufsen, and Mark & Levinson, among others.). From the past, I would mention a strategic investment of Samsung Hungary, where I advised the company relative to a manufacturing facility investment.  

    CEELM: What does a regular day in the office look like for you now? What recurring tasks take up the most of your time?

    P.P.: I am responsible for the global operation, so I would say that the first part of the day usually goes for those matters coming from China and Japan, while the afternoon hours are reserved for matters coming from Harman’s EU and the US entities. Since we are a US-based company, most of the conference calls are done in the afternoon or in the evening. Drafting and negotiating are the most recurrent tasks, I would say. Daily meetings take most of my time. 

    CEELM: Cost-cutting has been at the top of the agenda for in-house counsel for quite a few years now. What solutions, if any, did you implement that worked best for your organization?

    P.P.: Cutting costs is very critical. You are not doing your job properly if you are not cutting costs. This is why most international companies hire professionals from top tier law firms with a strong business mindset (because they understand how big law firms operate and are familiar with their high work ethics). Delivering fast and clear advice is also crucial. You cannot walk in to a board meeting with lengthy, overcomplicated reports. Internal trainings and simplified template contracts are good tools to speed up the decision making and reduce the risks of the business.   

    CEELM: When you need to outsource legal work, what are the main criteria you consider when picking which firm/lawyer you will be working with?

    P.P: Professional competence, costs, speed, and flexibility. 

    CEELM: On the lighter side, what was the best team-building exercise you ever participated in?

    P.P.: Training sessions with the world boxing champion, Erdei “Madar” Zsolt. Most of his insights on success, failure, and competition can be implemented in business. That was a remarkable one. 

    By Olga Lukyanova, Law Department Head and Compliance Officer, Henkel in Ukraine

    This Article was originally published in Issue 4.8 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Deal 5: CFO at UDP Renewables Kiril Bondar on Solar Power Plant Development in Ukraine

    Deal 5: CFO at UDP Renewables Kiril Bondar on Solar Power Plant Development in Ukraine

    On October 4, 2017, CEELM reported that Everlegal had advised UDP Renewables, part of the UDP development group, on its development of the Dymerska Solar Power Plant in Ukraine. We reached out to UDP Renewables CFO Kiril Bondar, who manages the project. 

    CEELM: What were the most challenging aspects of this project to manage, and why?

    K.B: The Renewables business was a new field for UDP Group. Since time is the most critical factor when developing renewable projects we need to build our pilot PV station fast, with no risks, and with our reputation kept high. The complexity of the project was the major challenge for us since it included deal structuring, tenders, tenders for equipment and EPC, a funding arrangement including bank loan and collaterals, import, construction, and finally putting the station into operation and obtaining a “green tariff.”

    CEELM:  Did entering into the Renewables sector present any unexpected challenges?

    K.B.: To be frank the most unexpected challenge was the fact that permission procedures and dealing with regulators took more time than project construction itself. We definitely see improvements in the energy sector in Ukraine but still it takes time and leads to losing several months of electricity generation. So proper planning, risk management, conservative financial models, and top class legal services are among most crucial elements of project management.

    CEELM: Why did you decide to reach out to Everlegal for assistance on the project?

    K.B: By assessing the firm’s previous expertise, its client-oriented approach, its flexibility and proactive approach in providing solutions, and its competitive pricing, we made our decision to engage with Everlegal on the project. 

    CEELM: Everlegal’s press release reported that Managing Partner Yevheniy Deyneko “provided specialist advice on certain project-related matters.” What matters were those? 

    K.B: Yevheniy assisted the team led by Andriy Olenyuk by offering his insights and specialist knowledge on corporate, antitrust, and regulatory matters. 

    CEELM: If it’s not confidential, what was the nature of the fee arrangement you operated under, and how was it arranged? Looking back, was that model the right one to choose?

    K.B: We cannot disclose all the details. Generally, the fee arrangement was flexible and combined several elements wrapped up in a package. Specifically, secondment of personnel for a fixed fee, retainer for a fixed budget, and blended hourly rate specifically designed for our project. Aside from the fee arrangement, the Everlegal team became our legal business partner and both sides benefitted a lot from knowledge sharing and commingling of the teams. This was our first project with Everlegal and since it was successful we are massively expanding and now developing a pipeline of about 100 MW of new projects where Everlegal is engaged in due-diligence and project structuring. 

  • Inside Insight: A CLO Reflects on Challenges on the Horizon

    In the modern world, people are regularly faced with new challenges.

    Rapid rates of technological progress have forced us to adapt to new realities and stimulated constant change. In-house lawyers are as affected by the global and dynamic development of technology and the expansion of the Information Age as anybody else, and, in the short term, they are using the latest technology to deal with challenges related to globalization, cost optimization, professional development, and the need to acquire specific knowledge and skills in other areas.

    Globalization

    Globalization and process integration affect everyone’s life. The emergence of the Internet had blurred boundaries between countries and ushered in the Information Age across the world. As a result, there has been a significant technological convergence and an equalization of different countries’ capabilities. Inventions or improvements in manufacturing processes spread quickly. In order to ensure a more effective, efficient, and productive running of a global business it is necessary for large corporations to integrate and unify their systems on a single platform. This is not always so simple; the integration of Ukrainian or other CIS corporations into such systems, for example, is currently “frozen” due to inadequate and archaic national legislation. In such circumstances in-house lawyers should search for solutions, taking into account the laws of the countries concerned, international law, and corporate policies.

    Digitalization 

    Nowadays it is difficult to imagine an in-house lawyer not using modern software. However, an ineffective use of software can be a problem. For example, the “opening” and “closing” of a program and setting search criteria all take time. If there are multiple programs and each has a separate functionality, time can thus easily be wasted. It is still impossible to consolidate all programs into a single system, so using them all is a big challenge. I hope that in the future the processes of standard contracts, claims preparation, and searching for information from various registers, databases, and other sources will be robotized and that “robot lawyers” will be available and widespread. This could simplify the work of in-house lawyers and save time, which could be used instead to solve the complex and important issues which require an integrated approach, an analytical mind, and creativity, ingenuity, and flexibility.

    Another example which will demonstrate the usefulness of the latest digital technologies in the legal sphere comes in the form of electronic documentation. Ukrainian laws that require that contracts be in paper form significantly slow the process of agreement conclusion and result in cluttered offices and environmental harm. In the UK, EU, the USA, and other developed countries the agreement conclusion process is much easier, as provisions that are prescribed in Civil and Commercial codes need not be replicated in contracts. The validity of a legal relationship between the parties can be effected by an electronic invoice or signature page. The use of an electronic form of a document not only simplifies the workflow, increases efficiency, and improves the customer experience, but also facilitates the sustainable development of a particular company and society as a whole.

    Certainly, national legal systems are constantly being developed. Facilitation of digital registration and other formal procedures, the continued development of various online legal databases, and so on has, increases the efficiency of in-house lawyers. But we should not forget that the legal support of a company’s business activity requires a large number of contacts with colleagues from different business units and various departments. Bringing all communication on-line can have a negative impact on team spirit and can become a source of misunderstandings easily avoided in face–to-face meetings. If care is not taken, it can also turn people into “robots” and allow physical logical thinking to become lost. Law school graduates lose the “back to basics” in their development.

    Cost Efficiency

    The ongoing financial crisis forces businesses to control costs and maximize opportunities to save money. Under conditions of strict control, decisions about whether or not to involve external counsels always involve “tough discussions.” While companies prefer to resort to external counsel only in rare cases, that will no longer be as easy as it was before, as a so-called “attorney monopoly” was introduced and is being implemented in Ukraine this year, allowing only those holding an “attorney license” to make a formal appearance in court.

    Of course, it is unlikely that all in-house lawyers will be able to obtain this “attorney license.” Even if one in-house lawyer has an attorney license, he or she will not physically be able to represent the company’s interests alone, especially if it is a large company. This is problematic, but we may limit the effect of the new law internally by implementing compliance systems and additional educational instruments. 

    Compliance

    Lately, implementation of management and control systems related to compliance such as legislation, internal rules, standards, codes of conduct, and other policies, especially in international companies, has become widespread. Compliance operates in three main dimensions: prevention, detection, and reaction. Preventing infringement is the primary and most significant consideration. Non-compliance by employees with legal requirements may lead to serious consequences both for companies (e.g., financial loss and/or damage to reputation) and employees (e.g., discharge, financial loss, administrative/criminal punishment).

    Although compliance has gained considerable popularity in the UK, EU, and USA, it is only beginning to develop in Ukraine, as evidenced by the increasing number of conferences, seminars, and other events dedicated to the subject attended by representatives of business and the government. In those companies where a compliance system has been introduced, the control system is established at the local level on a mandatory basis. These areas are under the responsibility of compliance officers who are charged with ensuring management and employee compliance with the laws, internal rules, standards, and policies. In-house lawyers often combine their responsibilities with the role of compliance officer. 

    The fact that employees do not always realize the potential seriousness of the consequences of their actions and sometimes even ignore legal requirements presents a great challenge for in-house lawyers. Accordingly, in-house lawyers would be wise to develop and provide relevant trainings for colleagues from different business units and highlight innovations in antimonopoly, anticorruption, and other spheres of legislation. Implementing robust policies, procedures, and standards helps manage the risks of any business by providing strict guidance around compliance.

    Education

    Requirements for in-house lawyers are not exclusively limited to juridical qualification and personal skills. They should also be broad-minded, knowledgeable in many areas of their companies’ business activities, and possess leadership skills, persuasiveness, and other competences inherent to business (such as negotiation, inter-personal communication, public speaking, and presentation skills, among others)

    The world is changing, and innovations continue to appear in all spheres of life – so our education should be a continuing process as well. There are numerous trainings from specialized companies, higher education institutions, and various organizations that offer plenty of opportunities for in-house lawyers seeking personal and professional development. Such opportunities are of great value for us in light of the necessity to deal with all of the challenges on our horizon!

    By Olga Lukyanova, Law Department Head and Compliance Officer, Henkel in Ukraine

    This Article was originally published in Issue 4.8 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Face-to-Face: Alina Popescu and Gelu Maravela of Maravela & Asociatii and Mihaela Popescu of Mercedes-Benz Financial Services

    Who knows lawyers better than other lawyers? In this issue’s Face-to-Face feature, Maravela & Asociatii Partners Gelu Maravela and Alina Popescu interview Mihaela Popescu, the former Head of Legal at Mercedes-Benz Financial Services.

    A.P: Tell us a bit about your career.

    M.P.: I had the good fortune to begin my professional career in the highly competitive environment offered by the Romanian banking system.  In April 1999 I joined an important division of a Romanian bank, namely the Financial and Private Equity Fund. A year later, I got a new challenge – to work in a newly-established department of the same bank that was to initiate leasing operations as a form of financing. And when I say new, I mean both from a personal perspective as well from a business profile point of view on the Romanian market.

    To be honest, I had no idea at that time that I would build a career in finance or banks nor that I would develop and deepen my studies in the legal field, especially as in the same period I was training intensively for the Faculty of Medicine.

    Everything became clearer in 2003 when I had the chance to develop my professional experience with one of the top players in leasing industry, Planet Leasing. That’s where it all started. The fact that their portfolio contains almost every important Romanian company requiring impeccable financing services gave me the opportunity to collaborate with highly professional people and motivated me to design my professional profile in this area and to strive for constant improvement in all related areas of knowledge.

    The collaboration lasted for almost ten years, during which time I graduated from law school, was appointed Legal Counsellor of the company, and gained substantial legal and financial skills, a high level of accuracy, a detail-oriented personality, and the ability to adapt to a very challenging environment and to assist in growing the company’s business.

    2013 found me working within the Legal and General Affairs Department of Intesa Sanpaolo Leasing. It was a short but valuable experience due to the variety of the equipment – especially the industrial machines, agricultural machines, and medical equipment – being leased. While working for Intesa I participated in various projects and training programs provided by professional training companies as well as by Intesa Sanpaolo Bank Romania. I thus developed skills in financial analysis and risk assessment regarding debt recovery.

    In 2014 I became the Head of Legal & Compliance for Mercedes-Benz Financial Services Romania. While there, I had the opportunity to meet and collaborate with people from all over the world and became acquainted, among other things, with leasing operations from an international perspective. This allowed me to further develop my management, leadership, and legal skills, thus allowing me to become a resourceful researcher who uses her initiative and sound judgment to get the job done, as well a valuable team member.

    Thanks to this wonderful experience I am now ready to embrace a new challenge in an entirely new project – though I am not able to provide details about it yet as it has not yet been finalized.

    I am able to say that I have had a steady and healthy professional ascent both in the financial and the legal areas, during which I have gained almost 16 years of experience in the leasing industry and 10 years in the legal field. 

    I strongly advise those who are at the beginning of their careers not to choose it only for financial reasons but to keep in mind that without passion and boldness they will not be able to successfully move their careers forward.

    G.M.: What did a usual day in the office look like for you? What were the tasks that took up most of your time?

    M.P.: I learned to manage a very busy day of work quite well. What in the past seemed to me to be unusual and overloaded, now looks different. This is definitely due to the professional experience I have gained and the training courses I have attended.

    Of course, I have days when I feel tired or sad, during which I would like to be on an exotic island. After all, we are human beings, not robots. It is normal to be so from time to time.

    That is why I mentioned before that it is very important to love your job and exercise it with passion, and without superficiality. If you can do that, you will be able to move on. Otherwise you will fail at some point.

    If I have to remember a day at the office in my previous position as Head of Legal & Compliance in Mercedes-Benz, I would say that, at the end of the day, I felt like I just ran a marathon. Without any exaggeration. The work atmosphere was extremely dynamic, without too much time to think, thus requiring impeccable coordination as well as an appropriate prioritization of internal and external requests. Without a solution-oriented personality, in the absence of good organizational skills and the ability to make immediate spot-on assessments of legal needs and strategies, I don’t think I would had succeeded in it.

    Coming back to your question about activities that can be time consuming, I cannot refer to a general rule. 

    As lawyers, we experience all kinds of problems and requests on a daily basis requiring multiple approaches. We don’t have anything predefined or a magic formula which can be applied to solve an issue. It is all about creation, intuition, experience, persuasion, vocabulary, and – last but not least – taking responsibility.

    Still, there is one thing I am sure about: When it comes to meetings and delegations, they are necessary, it is true, but they can be really time consuming.

    A.P: What was your biggest challenge during your career?

    M.P.: To date, my biggest career-related challenge was when I agreed to become part of the Mercedes-Benz Financial Services team.

    Why? Because it consisted of three legal entities under one roof, each totally different in its activity and the applicable legal framework, and the role of Head of Legal & Compliance involved additional decision and control functions, including being a member of the Management Committee, a member of the Risk Committee, an AML Officer, and an Antitrust Officer.

    The challenge was that I found myself in completely new territory, in terms of ensuring compliance with the rules at both the national and international levels, in addition to needing to exercise those additional functions mentioned above.

    It was hard and challenging, but not impossible. 

    The outcome was that, in succeeding both in focusing on activities on the legal area while also successfully fulfilling all the additional functions, I added another brick to my professional wall by being shortlisted in March 2016 for Global In-House Lawyer of the Year at The Lawyer European Awards in London.

    G.M.: What types of legal work did you keep in-house and what did you externalize?

    M.P.: I usually kept all activities in-house related to implementing mandatory legal provisions in internal documents and any other norms and ensuring compliance with the legal duties of the company, along with activities related to amending standard contracts and internal documents used by the company, and activities related to corporate governance activities in connection with shareholders, administrators, and the company’s management, or related to the National Bank of Romania.

    The basic idea is that all activities that require confidentiality and cannot be externally revealed, along with the activities which are usually the responsibility of an internal lawyer, should be kept in-house.

    As a general approach, all the issues that require activities outside the company are entrusted to external counsel. I am referring to matters involving courts of law, executors, investigation bodies, trade registers, and any other local authority. Basically, this is the main idea of having an external lawyer, as the in-house lawyer mainly operates within the company by offering legal assistance to the members of the team as well as to statutory bodies. 

    Court files, insolvency files, and all sorts of disputes in which the company is involved can be outsourced as well. In these cases, the external lawyer acts as a direct representative of the company and, as the case may be, recommends the strategy to be followed with to protect the company’s interests.

    In addition, the in-house lawyer or any other member of the team, including members of management, may ask for legal assistance in all kinds of situations requiring legal input and specialized legal expertise.

    All of the above may vary from case to case, depending on the extent of the company’s activities and its portfolio, strategy, and business appetite.

    A.P: When you were looking to select your external counsel, what were the main criteria you considered?

    M.P.: Prior to the actual selection process it is very important to identify and analyze both the in-house legal department’s needs and the company’s, so that you can search for the most suitable external counsel (for example, it makes no sense to collaborate with a big law office if our request is very simple).

    For me, the best candidates should be able to cover a wide range of legal services, and provide both full availability and tailor-made assistance towards the client’s needs, along with high integrity, efficiency, flexibility, and – last but not least – offer reasonable and realistic fees.

    It is no less important to observe their determination and yearning to collaborate with the company, so we can be motivated to build a long-term professional relationship.

    At the end of the day all that we need is a reliable business partner who is able to keep up with our requests and business strategy.

    G.M.: When was it that you were most happy with your external counsel? Was there a specific project where you felt your advisers went the extra mile?

    M.P.: When your daily tasks are significantly overloaded, it can be very helpful if your external lawyer has a proactive attitude. There might be situations when you failed to notice that certain legal aspects have to be regulated, clarified, or even corrected at the right time. Therefore, if those types of issues are solved in time, or even improved, we can have a happy situation. Needless to say, without a tight and sustainable relationship with the client, external counsel will not be able to notice such aspects, as he/she will not be sufficiently familiar with the client’s style, internal regulations, structure, and norms, business profile, etc.

    For sure, there can be other useful aspects, such as quick response time, solution-oriented opinions, immediate availability, negotiable fees, a pleasant and optimistic personality, and so on.

    I will take this opportunity to congratulate the Maravela & Asociatii team for having lived up to my expectations and my rigorous work style. Our collaboration, during my mandate at Mercedes-Benz Financial Services, was a success, due to the firm’s great expertise on all types of legal matters and the team’s pleasant and proactive personality. 

    They were involved in several important projects of the company, in which their high level of accuracy, the extraordinary way in which they managed an impressive workload, and their patience and professionalism stood out and helped guide us.

    A.P: On the flip side, what are the elements of external counsel you find most annoying that law firms should be looking to improve?

    M.P.: Today’s business environment is extremely competitive and in a state of constant change, so it is important to identify the challenges faced by each party.

    In my opinion, the law firm should meet with the client – especially with the in-house lawyer and debt-recovery representatives – at least once a year to obtain a general overview of the collaboration and a shared analysis of previous and future activities. Two-way feedback is the key to an improved and sustainable professional relationship. It is absolutely necessary to identify the client’s expectations towards the law firm and vice versa; i.e., potential amendments to their agreement, fees, volume of requests, analysis of disputes in which the client could become actively or passively involved, deadlines, content of opinions, and so on.  The result of this analysis is that both sides will be able to allocate the appropriate resources – both financial and human. The goal is to have a satisfied client and a motivated external lawyer.

    Of course, external lawyers should also familiarize themselves as quickly as possible with their clients’ business profiles and strategies and should have a stable team so they can provide the necessary consultancy in a timely and professional manner.

    This Article was originally published in Issue 4.8 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
  • Deal 5: Red Star’s CEO Thomas Streimelweger on Acquisition of Stake in Ecosio

    Deal 5: Red Star’s CEO Thomas Streimelweger on Acquisition of Stake in Ecosio

    On August 8, 2017, CEELM reported that Cerha Hempel Spiegelfeld Hlawati had advised red-stars.com in connection with its acquisition of 25% of the shares of ecosio GmbH. We reached out to Red Star’s CEO, Thomas Streimelweger, for more information about the deal.

    CEELM: Was the acquisition unusual in any way, or did it run smoothly throughout the process from initial contacts through final approvals and signings?

    T.S: I/my company was not acquired as a client. Based on a recommendation of a prominent friend (CEO of Austria’s largest Telco), I called Albert Birkner, the famous M&A and takeover code senior partner – and luckily we were accepted as a client of CHSH.

    CEELM: Why was Red Star chosen to outsource all of its legal work rather than create an in-house legal function?

    T.S: Though it’s among my hobbies to act as *the* in-house legal counsel of red-stars.com data AG (as the “ambitious amateur,” with CEO powers), we have to admit, it could become quite costly to overlook or misjudge delicate legal matters. Outsourcing was the appropriate alternative, and it was/is the right thing to do. Also we avoid unproductive fixed-costs whenever feasible.

    CEELM: How and why did you select CHSH as your external counsel for this matter? Have you used them before on previous acquisitions?

    T.S: We do all of our M&A dealings with CHSH, as long as I feel (and sometimes I check personally) that “the midnight oil is always burning.”

    CEELM: What specific tasks did you delegate to CHSH in this matter, and what did you keep in-house? Did the firm handle negotiations, for instance?

    T.S: We delegate all the drafting and the legal parts of due diligence to CHSH with the exception of very specific Software/Licensing or SaaS/Cloud contractual matters. Commercial negotiations are always led by us.

    CEELM: Were you yourself responsible for liaising with the law firm during the whole process or was someone else involved? Is this how all of Red Star’s acquisitions are handled, or was this a departure from the norm somehow?

    T.S: I and only I bear this responsibility – I am the Chief Risk Taker. CHSH, the battle-proven Birkner & Leitner team – that’s the norm.

  • Face-to-Face: Jan Myska and Petr Syrovatko of Wolf Theiss and Edit Rosta of 3M

    Who knows more about lawyers than other lawyers? In the Face-to-Face feature, we step back and allow private practitioners to sit down directly with in-house counsel to discuss their challenges, strategies, and solutions. 

    In this issue, Wolf Theiss Managing Partner Jan Myska and Counsel Petr Syrovatko talk with Edit Rosta, the General Counsel for Hungary, Slovakia, and the Czech Republic at 3M.

    J.M.: Edit, you cover legal affairs for Hungary, Slovakia, and the Czech Republic. How would you define your role and what sort of challenges are you facing in your daily business? 

    E.R.: My role in these three countries is first of all to define my role, because this region – which we call a central region – was created just two years ago (or maybe just a bit more). This was a huge change, as only one of these entities had an internal legal person before. So the organizational change was new, and the role is new, and so for me it’s very much the building phase at the beginning, with a lot of coordination and educating my internal clients about the value of in-house counsel and what we can do together and how far we can go together. 

    Of course, this is the beginning phase, I would say. I have been doing this now for just over a year and now I can say that we have created the foundation. Now comes the building itself, and that is a lot of contract management, contracting procedures, template creation, and making sure that people understand what the risks are — because sales people of course want to do business. And sometimes they are too pushy and they just don’t feel like any risks are around the corner. It also develops trust and helps people become aware, to educate them a lot – a lot – so I am doing trainings in a big way on subjects like competition and data privacy, but also contract management (which is more like an internal question but at a moment when we can’t locate all contracts that we have to have that is also something that needs to be addressed). And, of course, we have a lot of compliance-related trainings, and their creation is also part of my job. 

    And for me the challenge of course are the languages. Czech and Slovak are relatively similar although I understand that these are two different languages. My language – Hungarian — is like from the Moon. So obviously the common language is English. But I am working on my Czech and my Slovak as I work. 

    P.S.: What differences stand out to you as the most significant in the legal markets of the three countries you cover: The Czech Republic, Slovakia, and Hungary?

    E.R.: I think all three are extremely well developed and firms like yours are present everywhere. I knew Wolf Theiss from my previous life back in Hungary and I used to work with them a little bit. From this point of view I think we are extremely comfortable because we have a huge selection to choose from. I find in all three countries that the English penetration is really high in the profession – so I really didn’t have any issues with that – and so is the knowledge and professionalism. I think we are really developed so there aren’t many big differences. My strategy is to use firms like yours – let’s call them international firms – and I also like to use the local ones. I like the local small offices and I like to see how they operate. I really like to divide assignments between the two kinds of firms not only because of finances but also just to see their working styles. Sometimes it’s good to be slow and go through the details with a smaller firm and sometimes we need the expertise and the speed that a firm like Wolf Theiss can much more easily provide. Then it is done over the weekend and we are all happy. 

    J.M.: You said that you are using external counsels a lot. Do you tend to have a panel in each country and then a panel covering the entire region or do you select law firms on a case to case basis? 

    E.R.: When I joined 3M there were not really internal legal advisors on board so there were already law firms working for all the three entities – and of course the natural decision was to keep working with them. So first of all I gave myself some six to eight months to see how it would go and how happy we were together. In this regard I’m quite happy and I’m quite lucky that obviously the companies were selected carefully. Working with your firm is one of the first times that I am opening this up a little bit because I want an international firm that can cover the three markets because we do have questions – especially in competition – that need to be addressed in all three countries and then it is much easier to reach a common understanding. Also, as I mentioned, I like bigger law firms for their speed and also for their professionalism. Obviously you have the best translators and you have the best communication methods, so that is something that I appreciate.

    P.S.: Who is the decision-maker in selecting external counsel and what are the criteria in selecting the firms you will be working with? Also, your company is US-based. Is there a preference for the US firms with offices in Europe?

    E.R.: Surprisingly, for the Central Region I am very independent and there are not many instructions coming down. Meaning that our US headquarters do not really order us to use any of the big names. While we have some such instructions regarding tax advisors, that has not reached legal yet. Perhaps it is coming my way – I don’t know – but for the time being I am quite independent, as are my colleagues in similar countries. So we make our selections, and then of course we get approval from senior management. Your firm is a good example of this because Wolf Theiss works for the East Region – meaning the Balkans, mostly – and I got very good references. That was just about the time when I was starting to talk with you about cooperating, so in this respect your firm is a kind of good example, in that it covers many areas for 3M but we did it totally independently, so if I wanted a different firm than Wolf Theiss nothing would have happened I could have made that choice.

    I am independent in my decisions and most important for me is always the chemistry – without which, at the end of the day, I think you cannot really select a law firm. I see how people approach my questions and it is very important to see how much an independent lawyer – whose job is already difficult enough – can understand my way of thinking and my company’s way of thinking, which is huge and extremely complicated. I’m sure all your clients are like that. What is very important for me is to see the lawyer’s eagerness to try to understand and try to put himself in my shoes and figure out what will be my next idea – which sometimes is easy and sometimes is not.

    J.M.: That is very interesting actually. Have you identified certain trends in getting legal services provided by external counsels – in terms of how they behave – and what would you advise external counsels to do to attract you?

    E.R.: External counsels have to realize that their clients at companies like 3M – fast-track companies, I would say – have very little time and sometimes have very limited interest. Sometimes my interest extends only to resolving the problem without needing to know the whole context in the given country. This means that I often have to read messages maybe on my phone – maybe I do not have the opportunity to open up my laptop because it is late at night and I am cooking dinner in the meantime – but I still have to check what is going on because we have a deadline the next afternoon or something. In other words, the legal advice must be concise and must be clear. I am organized like this – my brain is wired this way – if my questions are clear then I want the answers also to be clear. I like receiving the entire context, including legal cases and examples perhaps from the given country – but I may agree on it two days later or a week later, or I will return to it if I have an hour to kill or something. So for me it is very very important that the lawyer should be able to speak my language in this respect, as I do not really want to spend time trying to figure out what they wanted to say. I want concise and clear answers. Even if it is complicated sometimes. 

     

    The other thing I think external law firms need to realize is that today with big companies every other question involves a compliance issue. 

    P.S.: Have you noticed a lack of professionals in the legal market? How does that affect you and your firm?

    E.R.: I can´t say that in the Czech Republic, in general, there is a lack of something. One more message to the lawyers not to forget is that very often your client is totally alone. For instance, I am the only lawyer here, and sometimes I only need a friendly confirmation from my external counsel that, yes, the way I think is correct or not correct – or maybe I should reconsider that. I am still looking for somebody who could be my best friend in this respect in the Czech Republic. And the questions are still very similar for all three of the jurisdictions I cover – especially as the operation of the companies is really matrix and cross-border, so obviously if you do something here with me it will also effect on the other markets, and vice versa. But I do not mean to say that there are no good competition lawyers in the Czech Republic because I am of course not in the position to judge that. But I am still looking for my best friend. 

    J.M.: Apart from the competition work are there any other challenges you foresee at the moment that you will have to deal with in the near future in your region, like – for example – the implementation of the data protection directive?

    E.R.: Yes, that is coming our way. Luckily, 3M has realized that it is coming and the time is flying so there is already a project set up for this with the full legal project team high above. This is on a European level, not on the regional level, and will I have to understand sooner or later, when it reaches my level, what to do. For me the challenges are definitely data privacy and data protection in all three jurisdictions. It is very similar obviously – we are all in the EU – but Slovakia seems to be the strictest for the time being. Another new thing coming our way are the new health care regulations that are going to be implemented in this country next year. I do not see any big issues with employment law, which is pretty stable. In all the three countries we have the regular questions, of course – but then usually the regular answers. 

    P.S.: You lived in Budapest for 16 years before moving to the Czech Republic. What do you like the most about the Czech Republic and Prague?

    E.R.: In Prague, the Fringe festival, of course, which is on now. We usually do not sleep when the Fringe is on. What I like about Prague is that it is safe. The public transport system that you have is absolutely world-class – and I come from a city that has a good public transport system. What you have here is … come on, you are spoiled. Or should I say we are spoiled, because I am also part of it, enjoying it. I like the culture, cultural life, I like that there is always something going on, that it never sleeps. I also like the size of the city – it is not too big but it is not too small. Lots of parks, and I love the riverside. So it is kind of a second home – as it should be.

    J.M.: That’s great to hear. What about the Czech cuisine?

    E.R.: Oh, I do not like knedliky. I am so sorry. My son loves it. So sometimes we buy it and just prepare something with knedliky.

    J.M.: Good, I think, I think it is a perfect way to end our conversation. 

    E.R.: Definitely. Thank you guys.

    J.M.: Thanks a lot.

    This Article was originally published in Issue 4.6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
  • Deal 5: MBank Deputy Director Monika Powroznik on Sale in Poland

    Deal 5: MBank Deputy Director Monika Powroznik on Sale in Poland

    On June 20, 2017, CEELM reported that mBank sold its majority shares in housing project company mLocum to another housing company called Archicom S.A. in Poland. We reached out to Monika Powroznik, Deputy Director for mBank, to enquire about the cooperation with her external counsel on this specific sale.

    CEELM: What system do you usually use at mBank to select external counsel? Is that the method you employed this time?

    M.P: With regards to M&A transactions, mBank cooperates with reputable law firms operating on Polish market. Depending on the deal, we ask a number of law firms to present their offer of services or we invite a specific firm which has a track record of successful cooperation with mBank in a particular sector.

    CEELM: Why did you choose to work with CMS on this sale?

    M.P: CMS represents high quality of legal expertise and extended understanding of business issues.

    CEELM: What specific tasks did you ask CMS to handle?

    M.P: CMS assisted mBank in each stage of the transaction, including negotiations. CMS’s responsibilities were, in principle, to advise on the structure of the deal together with preparation of all relevant transaction documentation.

    CEELM: Does mBank have an in-house legal team? If yes, in what way did you involve it in this sale?

    M.P: mBank has an in-house legal team which is involved in every project: coordinating the legal work on mBank’s side and that of the target company, revising documents prepared by external advisors, and preparing other documentation necessary for the transaction.

    CEELM: Blazej Zagorski of CMS described the transaction as “yet another example of consolidation in the property development sector.” Why is this consolidation happening?

    M.P: mBank Group is focused on its core business – financial services. Also, the sale of mLocum shares to the leading developer will allow us to make maximum use of the company’s potential and achieve its business goals on the Polish market.

  • Deal 5: Chief Legal Officer at AmRest Holdings on KFC Acquisition in Germany

    Deal 5: Chief Legal Officer at AmRest Holdings on KFC Acquisition in Germany

    On December 7th, 2016, CEE Legal Matters reported that AmRest Holdings had acquired 15 KFC restaurants and the license to operate and develop the KFC brand in Germany. We invited Dawid Ksiazcziak, Chief Legal officer for AmRest Holdings, to reflect on the KFC acquisitions.

    CEELM: To facilitate this deal, did you and your team have to interact with the seller alone, or did you need to negotiate with KFC as well for licensing purposes?

    D.K: Our team interacted directly with the seller (YUM!, brand owner of KFC), with whom we negotiated the acquisition of their KFC equity restaurants and new franchise agreements for the acquired stores and the development incentive agreement for entire German market. AmRest’s in-house legal team for this deal apart from myself consisted of Joana Johannsen, Head of Legal Germany, and Patrycja Pruchnicka, Legal Manager of the Polish team. We were supported by a Dentons team led by Till Bushman.

    CEELM: The transaction did not close immediately. Why not?

    D.K: At the moment of conducting this interview, the transaction is already closed, and it happened as planned on March 1st, 2017. The main reason for delayed closing was the necessity to fulfill certain conditions precedent, such as the obtaining of merger control clearance from German authorities, re-granting personal permits issued for the target business, negotiation and execution of a transitional service agreement with seller, and so on. Also, between the signing and closing AmRest had to set up a full internal support structure in Germany to be able to smoothly take over the acquired restaurants and continue its operations without any break.

    CEELM: In what way, if any, was working on these deals different from your previous acquisition of Starbucks’ German subsidiary, or, in a deal we reported on in 2015, the acquisition of the Starbucks franchises in Romania and Bulgaria?

    D.K: The KFC acquisition in Germany was a so-called “asset deal” while Starbucks transactions in Germany, Romania, and Bulgaria were structured as acquisition of shares in existing companies. An asset deal structure requires a different approach to due diligence and transactional work. In essence the buyer is taking over only the assets of restaurants and related contracts plus employees and is not assuming from the seller historical liabilities related to the pre-closing period. On one hand it has the advantage of simplifying the buyer’s legal position in negotiations with the seller in comparison to share deals, while on the other hand it requires much more detailed work in certain areas. For example, as mentioned already, AmRest has to set up a full support structure in Germany (including incorporation of new legal entity) from scratch to be able to operate the acquired business. In the previous Starbucks deals it was not necessary as we bought existing companies with offices and a full support team.

    CEELM: In our previous Deal 5 interview you told us that you opted for Dentons because the firm “was simply the best in every aspect we took into consideration to make a final choice of legal advisor.” For the subsequent two deals in Germany, did you run a new tender, or did you opt for the firm again based on a positive experience? If a tender, what makes their proposals stand out in your view, and, if it was a pick based on your experience, what elements did the firm excel in to make you want to use them again?

    D.K: We were extremely pleased with Dentons’ services in Starbucks’ Romania and Bulgaria acquisitions. Based on that experience we asked Dentons to participate in our tender process for a legal advisor in Starbucks’ Germany transaction. Dentons’ offer again turned out to b the best of all we received and we engaged them for the Starbucks deal. Till Bushman and his team definitely stood up to the challenge and did an excellent job — their support was vital in achieving a successful closing of this complex transaction. So, when the KFC opportunity appeared in Germany we engaged them quickly again, this time without running a tender process. Working with Till and Dentons’ team on both transactions was a pleasure. Not only because they are experienced legal professionals who know all the in-and-outs of M&A work — very dedicated, always available, and extremely efficient — but also because of great personal chemistry with our in-house team and a good fit with our unique organizational culture at AmRest.

    CEELM: As a CEE-based restaurant operator, what regulatory differences or similarities do you experience in doing business particularly in Germany?

    D.K: Actually, from my legal perspective I see many similarities in doing business in Germany and other CEE countries we operate in. As result of the unification of laws within the EU, many legal aspects of operating the restaurant business are similar, which enables our in-house legal teams in various European countries to share best practices and legal solutions freely. A contract template or legal procedure developed in Poland or Czech will usually work quite well, with some modifications, also in Germany, Austria, or Hungary — and vice-versa. For me the biggest difference between Germany and other CEE markets is the quite heavily-regulated labor law and the role of works councils in day-to-day operations and making business decisions.

    From a purely transactional/deal perspective, having recently made several transactions across Europe (apart from those already mentioned above also acquisition of Pizza Hut equity and franchised restaurants in France, the acquisition of 42 KFC restaurants in France, and the acquisition of Pizza Hut in Germany) I find doing M&As in Germany to be very efficient, well-organized, and transparent from a legal standpoint.

  • Deal 5: Senior Lawyer at AAA Auto International Jan Siroky on Cross-Border Refinancing

    Deal 5: Senior Lawyer at AAA Auto International Jan Siroky on Cross-Border Refinancing

    On June 2, 2017, CEE Legal Matters reported that regional used car dealership AAA Auto International had negotiated the refinancing of the acquisition of its entire group from CSOB. Jan Siroky, Senior Lawyer for AAA Auto International, agreed to comment on the deal.

    CEELM: Clifford Chance reported to CEE Legal Matters that its Prague team had “provided advice under Czech and Slovak law as well as coordinating the services of external counsel in Cyprus.” Which law firm was that in Cyprus and what tasks were delegated to it? Were you involved in selecting the counsel in Cyprus? Why was Cypriot assistance necessary?

    J.S: The Cypriot legal counsels were Deloitte Legal. Their task was only to prepare capacity legal opinion, which requires a renowned law office acceptable to the bank. Actually, there was no shopping, the parent company Mototech Holdings Limited (a Cypriot company) and other companies belonging to Abris Capital Partners (our ultimate private equity owner) residing in Cyprus use this office for these tasks on a regular basis. The capacity legal opinion was a CP (condition precedent) for utilization of loan facilities under the Facilities Agreement, so it was necessary.

    CEELM: Milos Felgr referred to AAA Auto International’s “clear objectives” in the refinancing. How and why did the company set those objectives?

    J.S: Our “clear objectives” were based on our experience from living with a previous version of the Facilities Agreement with the same bank.

    In 2014, Mr. Anthony James Denny, the founder of AAA Auto, sold the group to Abris Capital Partners, a private equity fund. Abris intended to finance the acquisition through LBO (leveraged buy out), i.e. substantially from a loan provided by a bank, which would be ultimately repaid from the target (after a merger between the acquiring SPV and the target).

    In 2014, Abris was not known on the Czech banking market, and the only bank which was able to provide the financing was Ceskoslovenska obchodni banka (CSOB), of course as a leading member (arranger) of a bank syndicate. Even now, we believe that CSOB is the most pro-business bank on the Czech market and we are grateful for the cooperation with them and their attitude. However, the financing was then quite expensive (high above average margin) and the general undertakings and financial covenants were quite strict and harsh on us.

    During the negotiation of the original Facilities Agreement, AAA Auto had no experience with such a type of contract and our internal teams (finance and legal) were not able to negotiate the necessary exemptions and provisos from the vast scope of covenants that were micro-managing every aspect of our activities. On top of that, I was new to the company and did not know its business in detail. Maybe, the banks would not have been ready to listen at that time as well.

    Accordingly, within the next two years, we had to repeatedly ask the banks for extensive waivers on third party financing (including provision of security) necessary for our car stock financing, disposal of property, CAPEX limit overrun, and so on. Fortunately, CSOB always listened patiently and our requests were well reasoned, so we succeeded almost every time (sometimes on a second attempt).

    In the meantime, CSOB established a rapport with us and understood that AAA Auto is a pretty usual and creditworthy company. At the beginning of 2017, AAA Auto and CSOB (both without involvement of external legal or other counsels) negotiated a term sheet of a new contract, which promised decreasing the interest margin to a current standard market level and provision of a requisite flexibility for our business activities. 

    So our objectives were cheaper financing and flexibility (the overall ability to do our business as usual with no need to ask the banks for any waivers), plus an increase of funds for our operations both from banks (a revolving line) and our third party partners. All were achieved as desired, even though it took some negotiation to implement the principles into meaningful and effective contract provisions.

    Unfortunately, the bank insisted that we conclude a new facilities agreement, not just an amendment. So we actually refinanced with substantially the same banking club, which entailed a release of the old security and re-pledging of all our assets again.

    CEELM: How did you manage your external counsel in this case? How were the roles/responsibilities divided, how frequent was the communication, and so on?

    J.S: We instructed Clifford Chance on our focus in this transaction – we only needed to transform the term sheet into the contract and we did not want to open purely abstract legal provisions with no impact on our operations.

    The agreement was redrafted by White and Case, who have been working for CSOB (but were paid from us) from the very beginning, so they drafted the original contract in 2014 and were involved in all our later discussions on waivers with the bank. Our AAA Auto team (involving one lawyer and two people from the financial department, plus the financial director in later stages) reviewed the drafts from White and Case in the first place, then I made a quick redraft of the contract and sent it over with our further comments to Cliffords, who were to polish it and elaborate on revisions of purely legal terms (in a pre-agreed extent). They of course consulted with us regarding their legal comments, so the final version was always pre-approved. Then they provided the counter-party with our consolidated comments. So the AAA’s team mostly focused on the matter and business substance and Cliffords on the form and legal standards. Their tasks further involved reviewing the hedging documentation, pledge documentation (just selected issues), corporate approvals and preparing the capacity legal opinion on Czech and Slovak entities. Cliffords were also proactive, so helped us to improve some terms beyond our earlier expectations.

    The frequency of our communication was as needed, actually quite low and mostly via quick call (I prefer it) – all of us knew our roles and everyone played them well.

    CEELM: How big is the legal team at AAA Auto International, and where are they located?

    J.S: Our legal team consists of four experienced senior advocates sitting in the Prague headquarters, so we are able to independently handle almost all legal matters. In addition, we have two lawyers in Slovakia and one in Poland and Hungary, where we run our branches as well.

    We only outsource special tasks – such as legal consultancy relating to M&A, where it is necessary given transaction’s value, stakes and the complexity (mostly involving more jurisdictions). However, the experience of our in-house lawyers enables us to efficiently manage the external lawyers.

    CEELM: You’ve commented that, “we selected Clifford Chance based on their excellent performance when advising AAA AUTO Group on its disposal in 2014.” Do you have a formal performance evaluation system in place for external counsel? How does it work?

    J.S: Yes, it is mostly a beauty contest (smiles). It’s not a science, we cooperate with about firms – both Czech and international law firms residing in Prague (plus a few others in other countries) – and we pick up one of them as needed for the task at hand. Sometimes we add one more to our list, when needed. Our choice is always driven by the specialization of their teams – we always focus on effectivity and a smooth cooperation with our legal department.

    A previous cooperation with us on a similar or related transaction is always reflected, as it cuts down the need to provide long explanations. Only exceptionally do we let them bid and then compare their prices. Despite that, we know that we always get pretty decent fee quotes.

    In other words, once we need the external lawyers, we require skilled and cost efficient lawyers who will not complicate the deal for us or our partner, and we always reflect our previous experience. Our approach must be right, as we have always been satisfied so far.