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Clifford Chance has advised Bank Polska Kasa Opieki S.A. on the financing of the purchase of 100% of shares of SMT Software Services from SMT S.A. by a subsidiary of Polish Enterprise Fund VII — a private equity fund managed by Enterprise Investors. Enterprise Investors was advised by Gide Loyrette Nouel.

Established in 2002, SMT Software Services is a Polish IT company involved in the development of software under different models of cooperation with clients. The company provides services both in Poland and abroad. Its client base includes companies operating in the financial services, TMT, consulting, and trade sectors. It employs almost 700 professionals operating from 7 centers across Poland, as well as companies in Germany and Great Britain.  Enterprise Investors intends to merge SMT Software Services with portfolio company BLStream, through which it will create a Polish industry leader. 

Enterprise Investors is one of the largest private equity and venture capital managers in Central and Eastern Europe. It has been operating since 1990, and has since created eight funds with the total capital exceeding EUR 2 billion. The funds have invested over EUR 1.6 billion in 135 companies operating in different sectors, and divested 108 companies, with related gross revenue of EUR 2.2 billion. 

The Clifford Chance team was led by Partner Grzegorz Namiotkiewicz, and included Counsel Irena Floras and Senior Associate Katarzyna Jakubiak. 

Enterprise Investors was represented by Gide Loyrette Nouel Partner Pawel Grzeskowiak and Associate Pawel Jaskiewicz. 

Elena Ryzhkova has left Russia’s Pepeliaev Group to become the new Head of Legal at Gazprom Neft.

Before joining the vertically integrated oil company, which is engaged primarily in oil & gas exploration and production, the sale and distribution of crude oil, and the production and sale of petroleum products, Ryzhkova was the Head of Land, Real Estate and Construction Practice of the Pepeliaev Group. 

In a personal comment to CEE Legal Matters, Ryzhkova said: “I was with [the] Pepeliaev Group (former Pepeliaev, Goltsblat and partners) for almost 12 years. I ‘grew up’ there from an Attorney to the Head of practice, so the decision to leave the firm was not easy for me. But during the last couple years I began to realize that my knowledge and experience in consulting are limited and they are rather theoretical than practical. So when I received an offer to become a Head of Legal Department in one of the biggest and currently expending chain of the gasoline stations in Russia, I agreed. Now I see that I’ve made right decision – everyday I am personally involved in lots of different legal issues and I have great opportunity to use my theoretical knowledge and improve my practical skills.”

Image Source: Northfoto / Shutterstock.com

On November 3, 2015, CEE Legal Matters reported that the Mihaj, Ilic & Milanovic Law Firm — describing itself as “one of the first dispute resolution boutiques in the region” — had opened its doors in Belgrade.

The firm was founded by former Karanovic & Nikolic lawyers Nemanja Ilic, Senka Mihaj, and Marko Milanovic and CEELM invited the partners of the new firm to tell us more about the new adventure they have embarked on with Mihai taking us up on the invitation.

S.M.: Many thanks for your kind words. Indeed this was a big decision, not only for me but also for my partners Nemanja and Marko. We felt that it was the right time to set up our own practice— and specializing exclusively in disputes seemed like a natural move, as we have been practicing this area of law for many years, this is what we love the most, and what we do best. We are well aware that there is large competition in providing litigation services, but our idea is to add value to this market by having the pragmatic style of lawyers who are 100% focused on dispute resolution. This approach is a result of the awareness that specialization for specific legal areas is vital, especially in sensitive situations, and believe me, there is plenty of them in court proceedings, when the split-second decisions of experienced trial lawyers can make a huge difference. The hallmark of our team is approaching every client matter with a signature combination of thoroughness, intensity, and creativity, leading to a successful ending of a dispute.

S.M.: Definitely, one of our goals is to be present in the region. All partners — Mihaj, Ilic, and Milanovic— have great experience in representing clients before the courts in Montenegro, especially in high value litigations, complex bankruptcies, and white collar criminal proceedings. In other countries of the former Yugoslavia, legislation does not allow lawyers from Serbia to appear before the court and we intend to overcome this by associating with local law firms. We are currently exchanging ideas with a few esteemed law firms from Croatia and Bosnia and Hercegovina about potential cooperation and we hope to materialize this idea soon. 

S.M.: Marko and I were lucky to begin our careers working in Serbian courts, where we had the opportunity to learn about and understand the court system from the inside, which we consider to be a great advantage in our present practice. On the other hand, Nemanja specialized in criminal proceedings from the earlier stages of his career. This knowledge we upgraded further in one of the biggest law firms in the region, where we practiced for many years in senior and partner positions. During this period, we handled various complex litigations, representing some of the largest local and international companies, and gained priceless experience. Trends on the Serbian and Montenegrin markets also required us to engage heavily in bankruptcy issues, where we developed what we believe to be a unique skill: the ability to deal with all legal aspects of such tentative proceedings. For me personally, arbitration is the core of my interest and I am proud to say that I have great experience in ICC, UNCITRAL, and ICSID proceedings, as well as in arbitration proceedings before the Serbian Chamber of Commerce. In the past few years investment arbitrations are something that I have particularly focused on. However, my first love is commercial arbitration, in which I practiced a lot — and still do — in cases concerning FIDIC related meters, debt collection, and privatizations, to name just a few.

S.M.: As I said, our intention is to be recognized in what we are fully specialized, most experienced, and ultimately the best in: resolving disputes. Our approach is results oriented, we adapt to every situation depending on the client’s needs, avoiding court when it is in our client’s best interest, settling when possible, and acting assertively and proactively during trials. Of course, we are well equipped to provide legal services in other areas of commercial law — first of all corporate and real estate issues — however our concept is to use this knowledge to provide premium representation before the courts. Needless to say, such quality of representation requires in-depthknowledge of current legislation, understanding of specific legal areas, and —lastbut not least — recognizing the business needs of our clients. 

S.M.: The Serbian judicial system was indeed faced with numerous reforms in the past decade to make the court system more efficient. Regrettably, from this time perspective, it is safe to say that not much has changed after the reforms. The greatest flaw of the system is still the inefficiency of the courts. This applies not only to Serbia but also to the region, especially Montenegro. Needless to say, inefficient court proceedings seriously impact the business environment where players on the market seek quick and predictable outcome of their disputes.

The bottom line is that restructuring of the judicial system did not bring the intended results. The next step should be modifying procedural rules of each type of court proceeding. Given that the court system directly affects our day-to-day business, we actively participate in various panels dealing with possible changes of procedural laws, in particular the Law on Bankruptcy and the Law on Enforcement and Security. Our idea is to continue to contribute to the changes of the legal system as we believe that is vital for lawyers to be actively involved in the process of creating the regulations, as direct practitioners in this area.

CMS Reich-Rohrwig Hainz has promoted Austrian employment specialist Jens Winter to the firm’s partnership.

Winter has been worked at CMS since 2008. He graduated from the University of Vienna’s Faculty of Law in 2005 and was, among other things, an assistant at the University of Vienna’s Institute for Employment and Social Law before coming to CMS. He was admitted to the bar as an attorney at law in 2010 in Austria. He advises national and international companies, mainly on questions of individual and collective employment law, and works pension law.

He has been a lecture in the subject of employment law since September 2008 and also teaches economic, employment, private economic and social law at the University of Vienna. 

“During his time with us, Jens Winter has provided crucial support in the area of employment law,” said Peter Huber, Managing Partner at CMS Reich-Rohrwig Hainz. “He is highly regarded for his remarkable expertise in working pension and pension fund law, not only by our clients, but also by his professional colleagues. We are pleased to welcome Jens Winter into our circle of partners and would like to wish him every success in the future.” 

Dentons has advised Bank Zachodni WBK, acting as lender in relation to a PLN 84 million financing to a member of the Futureal Group, one of the largest developers in Europe. The loan will cover a residential development on Cystersow Street in Krakow. The KKLW firm advised the borrower. The transaction closed on November 17.

The Dentons team was supervised by Partner Mateusz Toczyski, Head of the Banking and Finance team in Poland and Europe, and led by Counsel Krzysztof Kazmierczyk and Associate Krzysztof Mrozik.

The KKLW team consisted of Partner Martyna Kaminska and lawyer Martyna Dyga.

Against the backdrop of a severe fire in a public space in Bucharest which had led to multiple casualties, the Romanian Government, at the start of November, tightened the country’s rules on fire prevention through the enactment of two legislative acts, namely Government Emergency Ordinance no. 52 / 2015 for the amendment of Law no. 307 / 2006 on fire prevention (“GEO 52/2015”) and Government Decision 915/ 2015 for setting out certain criteria enabling authorities to cease the functioning or use of buildings due to serious breaches of the fire prevention regulations (“GD 915/2015”).

Through GEO 52/2015, the Romanian Government has substantially increased the authorities’ powers to shut down business activities when they find breaches of fire safety regulations. In this context and to ensure an effective scrutiny over the fire prevention compliance, the Emergency Situations Inspectorates (Inspectorate pentru Situatii de Urgenta – “ISU”) are now empowered with prerogatives aimed at temporary staying business activities due to serious breaches of fire prevention norms, as well as sealing off the non-compliant premises to safeguard the efficiency of the suspension.

The filing of a complaint against an ISU decision for the temporary suspension of the activity shall not automatically stay the decision, marking a derogation from the general regime applicable to complaints against minor offences. This approach further increases the practical risk of a business being interrupted by an administrative decision from the ISU.

To avoid such an interruption, recipients of the ISU’s decisions may still ask for a temporary stay of decision before the relevant courts, but the outcome of such requests will depend on the court’s assessment of the specific circumstances that led to the suspension decision.

In addition, the Romanian Government has through GD 915/2015 enacted certain criteria allowing authorities to temporarily cease those activities that fail to conform to fire prevention norms. In particular, GD 915/2015 focuses on ensuring compliance with fire prevention norms of certain buildings that pose an increased risk of jeopardising the lives of their occupants and potential rescuers. The targets consist of those buildings in excess of 200 sqm in which commercial activities (bars, clubs, discos, restaurants, commercial centres, shops and supermarkets), cultural activities (theatres, cinemas, concert and performance halls, as well as similar centres, destined or open to public), or tourism activities (hotels, motels, hostels, touristic villas, lodges) are performed. The GD 915/2015 applies to premises that hold fire prevention permits, as well as to those that do not.

The criteria that may lead the ISU to apply a complementary sanction for the temporary cessation of activity are as follows:

• For premises that have a surface area in excess of 200 sqm and are authorised from a fire prevention standpoint, a temporary shutdown of activities may be applied in the following instances:

1. The number of users provided under the firefighting permit is exceeded by more than 10%;
2. In the event of additional above-ground stories compared to the reference value permitted for Level V fire resistance (as provided in the technical documentations that supported the issuance of the firefighting permit)
3. In case an emergency exit has been closed when, according to specific technical requirements, two or more emergency exits are required; accreditation
4. In case of construction works that have resulted in a reduction of the height / width of the emergency exits by more than 25% compared to the reference value (as provided in the technical documentations that supported the issuance of the firefighting permit), unless this reduction cannot be reversed during fire safety inspections;
5. Removal of fire detectors, fire alarms, fire warnings and fire extinguishing systems;
6. Removal of smoke detectors and exit lighting systems.

• For those premises with a surface in excess of 200 sqm that are not authorised from a fire prevention standpoint, a temporary shutdown of activities may be applied in the following cases:

1. The number of occupants in bars, clubs, discos and restaurants exceeds the maximum reference value by more than 10%;
2. In the event of additional above-ground stories compared to the reference value permitted for Level V fire resistance;
3. In case of insufficient emergency exits compared to the reference value;
4. In case of construction works that have resulted in a reduction of the height / width of the emergency exits by more than 25% compared to the reference value, unless this reduction cannot be reversed during fire safety inspections;
5. Absence of fire detectors, fire alarms, fire warnings and fire extinguishing systems, compared to the reference values;
6. Absence of heat and smoke ventilation and exit lighting systems, compared to the reference values

To safeguard a comprehensive application of GD 915/2015’s, the Romanian Government has also instituted a cross-check mechanism with public authorities involved in the issuance of building permits, allowing ISU personnel to request from the latter all data and information that served as the basis for issuing the respective building permits, buildings identification data, description of works performed, as well as the date of preparation of the technical documentation required for authorisation.

The application of the temporary stay of activities lasts up to the point of time at which the fire prevention permit is obtained. One exception exists, namely the application of the temporary stay for a term of 60 days from the point of time at which the sanctioning minutes were delivered for those cases in which the number of occupants in bars, clubs, discos and restaurants is exceeded by more than 10%.

By Madalina Neagu, Partner, Alexandra Munteanu, Attorney at Law, Schoenherr

WKB has assisted Polski Koncern Naftowy Orlen S.A. (“PKN Orlen”) and its subsidiary Euronaft Trzebinia sp. z o.o. (“Euronaft”) on the sale of railway assets to PKP Cargo S.A. and its group company PKP Cargotabor Uslugi sp. z o.o. Weil advised PKP Cargo on the transaction, which is worth over PLN 250 million (approximately EUR 57.6 million), and involves 99.85% of shares in Orlen KolTrans, as well as railway assets comprising an organised part of the Euronaft enterprise.

WKB advised PKN Orlen and Euronaft advised on Polish-law related aspects of the transaction, including the evaluation of the bids by prospective investors and the process of the bidders undertaking due diligence on the target assets, as well as on drafting and negotiation of transaction documents and certain competition law related matters. The transaction remains subject to clearance from the President of the Office for Competition and Consumer Protection, among other conditions.

The WKB team consisted of Partner Jakub Jedrzejak and Anna Lukaszewicz-Obierska, Senior Associate Klaudia Fratczak-Kospin, and Associate Adrian Michalak.

The Weil team advising PKP Cargo consisted of Partners Pawel Zdort and Iwona Her, Counsel Monika Kierepa, and Associates, Bartosz Gryglewski, Lukasz Blazejczyk, Tomasz Bakowski, Leszek Cyganiewicz, Wojciech Czyzewski, Jakub Faszcza, Karolina Janus, Marek Kanczew, Lukasz Targoski, Irmina Trybalska, and Natalia Wolkowycka.

Image Source: orlen.pl

Njord’s Tallinn office has expanded its team by hiring Triinu Hiob from Cobalt (former Lawin in Estonia) to head its Estonian Dispute Resolution practice. Hiob had spent 12 years at Lawin/Cobalt before moving.

Hiob specializes in commercial disputes, including litigation and domestic and international arbitration. Her experience involves successfully representing the Government of the Republic of Estonia at all court levels up to the Supreme Court in disputes over the implementation of Estonian as the language of instruction in Russian-language based secondary schools and acting as a sole arbitrator at the ICC International Court of Arbitration in a cross-border commercial dispute case. She is listed as a conciliator of the insurance conciliation body of the Estonian Insurance Association and as an arbitrator at the Estonian insurance arbitration board. She graduated from the University of Tartu in 2001.

Romania’s Pop & Partners law firm has advised P3 on its lease of an 81,000 square meter logistics hub at the P3 Bucharest park to leading European retailer Carrefour. The complex consists of a warehouse, a 15,000 square meter Build-to-Suit (BTS) cold storage facility, and an as-yet unconstructed 28,000 square meter warehouse. Tuca Zbarcea & Associatii advised Carrefour on the agreement to lease the complex.

This will be P3’s first BTS development in Romania since its purchase earlier this year of the P3 Bucharest park, which is located about 13 kilometers west of Bucharest, and is the largest logistics park in the country. The new buildings will bring P3’s total portfolio in Romania, which already includes eight warehouses, to circa 270,000 square meters.

Commenting on the news, P3 CEO Ian Worboys, said: “This is set to be one of our largest logistics deals in the CEE this year. Securing an occupier of the quality of Carrefour for such a large and significant new project is a major achievement for P3. Romania is a rapidly growing market and we have big ambitions in the country. Having acquired P3 Bucharest, the largest logistics park in the country, earlier this year, it is exciting that we are now able to move ahead with our first Build-to-Suit project. This deal is a testament to the park’s many strengths in terms of location and facilities as well as P3’s ability to deliver the buildings designed around our customers needs, quickly and cost effectively. Carrefour is a client of ours in France and we are delighted to now be able work with them in Romania too.”

Anca Damour, Carrefour’s Director of Property & Corporate Affairs, commented: “The success of our multi-format business resulted in the need to expand our warehouse in north-west Bucharest. So we planned to double space we occupy with Build-to-Suit buildings, built to high environmental standards, to accommodate our needs now and in the future. Due to the our very specific checklist of requirements and tight time frame, this was a complex project and I would like to thank all our colleagues involved in this project including our lawyers from Tuca Zbarcea & Asociatii, CBRE consultants and our partners at P3 for the tremendous work they have put in on the contract. We chose to work with P3 because of its expertise in logistics, proven capability to meet our expectations and ability to work on an occupied site, allowing operations to continue during construction.”

The Carrefour Group is the leading retailer in Europe and the fourth-largest retailer in the world. It employs more than 380,000 people worldwide. With more than 10,800 stores in 34 countries, it generated total revenues of EUR 100.5 billion in 2014. Carrefour Romania has 185 stores (28 hypermarkets, 103 supermarkets, 53 neighbourhood stores, and 1 e-commerce store), a EUR 1.01 billion turnover (2014), and 10,000 employees. Carrefour Romania is the second largest retailer in Romania.

The Pop & Partners team was led by Managing Partner Claudiu Pop and Partner Irina Banica.

The Tuca Zbarcea & Asociatii team was led by Partner Razvan Gheorghiu-Testa.

Image Source: canbedone / Shutterstock.com

Gide Loyrette Nouel has announced that Polish lawyer Piotr Sadownik in Poland and Turkish lawyer Ali Osman Ak have been elected to the firm’s partnership, along with 3 lawyers in Paris and another 2 in China, all effective as of January 1, 2016.

Sadownik heads the Public Law, Infrastructure, Dispute Resolution and Intellectual Property departments of Gide’s Warsaw office. 

Ali Osman Ak, who works in Gide’s correspondent firm in Istanbul, Ozdirekcan Dundar Senocak, advises local and foreign investors in the context of corporate and commercial disputes before civil and administrative courts, on issues that include bankruptcy, commercial claims, employment and real estate matters. Ak also specializes in employment law matters and assists companies in their hiring and dismissal processes, as well as human resources management. He was admitted to the Istanbul Bar Association in 2003, he graduated from the Law School of University of Istanbul in 2001.

In addition to Sadownik and Ak, Gide promoted Alexandre Gauthier, Laetitia Lemercier, and Nicolas Planchot to the firm’s partnership in France, and Fan Jiannian (in Shanghai) and Guo Min (in Beijing) in China.

Commenting on the appointments, Gide Senior Partner Baudouin de Moucheron said: “I am delighted with the appointment of our seven new Partners and the essential expertise they bring to the firm’s strategic practice groups. These appointments highlight our strong wish to promote our most talented individuals to keep supporting our clients’ development in France and abroad, by offering our advice and litigation assistance in all fields of business law.”