Category: Uncategorized

Data protection is an important key to maintain the consumer’s trust to e-commerce environment.

E-Commerce Law and two secondary legislations based on the foregoing law are introduced in Turkey in 2015. Recent e-commerce consumer reports show that data protection and security concerns are known to be the most significant concerns of consumers, keeping them away from online sales. For example, this year’s consumer scoreboard of the EU Commission shows that there is still an underdeveloped cross-border e-commerce market in Europe, which is stated to be directly related with the consumer confidence. E-commerce service providers are gathering a massive amount of personal information from consumers and both governments and companies establish new measures to handle the data gathered from e-commerce activities. Recently enacted e-commerce legislations in Turkey introduce specific data protection and security measures for e-commerce service providers and intermediary service providers, which increases the expectation to boost the participation of customers, in the absence of a dedicated data protection law in Turkey.

The Regulation on Service Providers and Intermediary Service Providers in Electronic Commerce is published in Official Gazette on August 26, 2015 (“Service Providers Regulation”). The Regulation is secondary legislation, enacted based on Law No. 6563 on Regulation of Electronic Commerce. The Service Providers Regulation sets forth the obligations for service providers and intermediary service providers with respect to their electronic commerce activities. Intermediary service providers are defined as the entities which provide electronic environment to service providers for their economic and commercial activities. Service providers and intermediary service providers are responsible for maintaining and taking necessary measures to prevent access and processing of personal data acquired during their business.

The Regulation on Commercial Communication and Commercial Electronic Communications (“Regulation on Commercial Communication”), also covering protection of personal data, constitutes the second pillar of this structure. This regulation states that service providers and intermediary service providers are responsible for protection of the personal data and should take possible steps to prevent illegal use of personal data. Data owner’s consent should be obtained in order to share the personal data with third parties, process or use the data for other purposes. The records pertaining to commercial electronic communications should be kept by the service providers for one year and should be provided to the Ministry of Customs and Trade, if requested.

Ministry of Customs and Trade is authorized to supervise and evaluate the consumer requests with respect to the aforementioned e-commerce matters and impose fines in case of a violation. Therefore, the data protection concerns of customers will have a supervisory addressee. 

Aforementioned secondary legislations do not introduce the details of the principles for processing personal data. In this respect, general rules and principles with respect to processing of personal data under Turkish law apply. These rules and principles are established by Supreme Court decision, in the absence of a specific data protection law. Therefore, e-commerce service providers should take into account that personal data should be (i) processed based on the consent of the respective person, (ii) fit the purpose for gathering the data and be sufficient and proportionate to that purpose, (iii) be accurate and updated when necessary and (iv) be stored in a manner indicating the identities of the respective persons and stored as long as it is necessary for the purpose of its reprocessing. 

In order to maintain the foregoing principles, e-commerce service providers may form a data protection policy within their enterprises, review and update those policies on a regular basis.  Along with the policies, it is recommendable that the companies which conduct e-commerce activities (i) to train their employees on data protection and privacy and why it is important, (ii) to limit the number of the employees who may access to the database, only with the persons who need to use the personal data for e-commerce services, and (iii) to collect the information which is required to provide the e-commerce services. 

(First published in Mondaq in November 2015)

By Gonenc Gurkaynak, Managing Partner, Ilay Yilmaz, Partner, Nazli Pinar Taskiran, Associate, ELIG, Attorneys-at-Law

The Dvorak Hager & Partners law firm has successfully represented juwi s.r.o. in several cases before the High Court in Prague against operators of photovoltaic plants. The disputes, which the firm described as “worth several million Czech crowns” involved remuneration for the construction and maintenance of the plants.

Although not much information is available, the firm reports that “in one case the action was admitted in full, and in the other cases a settlement was reached.”

The Dvorak Hager & Partners team was led by Prague-based Managing Attorney Jan Krampera.

Rojs, Peljhan, Prelesnik & Partners has advised Avtotehna d.d. with respect to the sale of its subsidiary Avtera d.o.o., the largest Slovenian IT distributor, to Janus Trade. Janus Trade was represented by Schoenherr, and the deal, which was made as part of Avtotehna’s restructuring process in a compulsory proceeding, was completed on October 23, 2015.

RPPP Partner David Premelc was actively involved in negotiations on the terms of the SPA with Janus Trade.

Schoenherr did not reply to our inquiry on the matter.

Editorial Note: After this article was published, Schoenherr informed CEE Legal Matters that its team advising Janus Trade was led by Partner Marko Prusnik, with Partner Eva Skufca handling competition law aspects. Other team members included Attorney Eva Mozina and Associates Jelena Malnar and Matija Rencelj.

The Esin Attorney Partnership, a member firm of Baker & McKenzie International, has advised Metro Properties Gayrimenkul Yatirim A.S. (Metro Properties) on the sale of the M1 Meydan Merter shopping mall in Istanbul to Bahcelievler Gayrimenkul, a real estate company jointly owned by Mesturkuaz and Ziylan Group. The transaction closed on July 14, 2015. The Ziylan Group was represented by the Fora & Sanli Law Firm, while Mesturkuaz relied on its in-house counsel.

“Our Firm has a long standing relationship with Metro Properties in Turkey, and we were pleased to be able to draw on our extensive M&A and real estate experience to help our client navigate this complex transaction,” commented Esin Attorney Partnership Partner Birturk Aydin, who led the firm’s team on the deal. “The deal structure changed in the middle of the project, which was originally intended as a re-development but eventually turned into an acquisition.” 

Aydin was supported by Esin Attorney Partnership Senior Associate Sadi Oz and Associate Kerem Kuscu in Istanbul.

The Fora & Sanli Law Firm did not reply to our inquiry about the deal.

Image Source: meydanmerter.com.tr

On November 9, 2015, CEE Legal Matters reported that CMS had advised Wittchen – a Polish luxury accessory and leather goods retailer – on its initial public offering and introduction of its shares to trading on the Warsaw Stock Exchange. As we reported at the time, the value of the IPO totalled more than PLN 55 million (approximately EUR 12.9 million), of which PLN 27.2 million (approximately EUR 6.4 million) was obtained through the issue of new shares for the realization of strategic objectives.

As we reported, Wittchen’s shares were listed on the Warsaw Stock Exchange on November 9, 2015. The final IPO price for the company’s securities was set at PLN 17. The offer – addressed to individual and institutional investors – included 3.25 million shares, of which 1.6 million come from a new issue, and 1.65 million from existing shareholders. 250,000 newly issued securities are provided for individual investors. According to Wittchen, the funds raised under the IPO will be used to further develop the company’s sales network (including Internet sales to new foreign markets), the development of a logistics center, and as working capital.

The CMS Warsaw Capital Markets team was led by Partner Michal Pawlowski and Of Counsel Rafal Wozniak, 

We reached out to Piotr Witkowski, Head of Legal at Wittchen, with Five Questions about the IPO.

P.W: It was not the first IPO process I was involved in. I have already worked on few capital market projects including both WSE and NewConnect (Polish Alternative Trading Platform). However, the Wittchen project was the most complex when it comes to the scope of my work. I was responsible not only for the legal supervision but also for the business aspects of the deal. Therefore, I would say that this process was the most challenging for me — but also gave me the greatest satisfaction.

P.W: There are always some elements that occur suddenly and end up differently than it was expected. But when it comes to Wittchen’s IPO process and its timeframe I was rather positively surprised because it went so smoothly. We managed to have our issue prospectus approved by the Polish SEC within 3 months, which I believe is a very good result.

P.W: I don’t think that when starting the process one can say in advance what would be the best time for IPO. It may happen that long months of preparations are wrecked because of some unexpected external factors. That’s what happened to Wittchen in 2011: the world financial crisis broke out and the markets collapsed just when the company started its roadshow. However, the plans to be listed on WSE were never abandoned and at the beginning of 2015 we decided we were ready for another try. I believe that a healthy balance sheet and a strong growth rate, together with fair valuation, proved to be the key to success even though the market conditions were not very supportive (a few IPOs failed this year or were recalled).

P.W: CMS is a reputable brand and one of the leading law companies in Poland, which was a favorable factor. However, all in all it is the people you work with that determine whether the cooperation will be successful. I already teamed up with Michal and Rafal previously and we successfully closed a quite challenging and long process, so having very good experience in the past this team was the obvious choice.

P.W: Both I and the entire Wittchen management were very satisfied with CMS’s work. What was really important to us was that CMS was focused on the process and rendered complex service. Even if some issues were not fully in the legal scope of the process they worked together with other advisors and were constantly ready to provide us with answers or solutions when we needed such support. They also managed the proceedings before the Polish SEC very smoothly, which resulted in closing the formal part of the process in record time. The CMS attitude was valued by the management board, which had confidence that the whole process was under control and therefore was able to focus on business issues. For me the cooperation was even easier, since we worked with Michal and Rafal in the past, so we were all accustomed to each others’ way of work. 

Image Source: wittchen.ua

Hogan Lovells has advised the German open fund managed by Warburg-HIH Invest Real Estate GmbH on its acquisition of the Dubois 41 office building in Wroclaw, Poland, from the Nacarat real estate developer, which is part of the French Rabot Dutilleul Group. Baker & McKenzie advised Nacarat on the deal.

The Dubois 41 building — which overlooks the Odra River in Wroclaw — was designed by the Mackow Pracownia Projektowa team. The 7-storey A class office building offers 6800 square meters of office leasable space and an additional 700 square meters of retail leasable space.

The Hogan Lovells Warsaw team was supervised by Partner Jolanta Nowakowska-Zimoch, and was led by Counsel Justyna Szwech, who was supported by Trainee Damian Gadomski.

The Baker & McKenzie team was led by Partner Malgorzata Pietrzak-Paciorek, who was supported by Associates Beata Krakowiak and Emilia Waszkiewicz.

Image Souce: http://dubois41.pl/

The Sajic law firm has agreed to advise SHP Celex on the implementation of regulations involving labor relations.

SHP Celex is a manufacturer of finished paper sanitary products and belongs to the SHP Group (Slovak Hygienic Paper Group), an international company that connects a group of industrial and trading companies in the cellulose and paper industry. SHP Celex is one of seven companies of the group, and is one of the largest manufacturers of hygienic paper in Central and Southeastern Europe. 

The Sajic team advising SHP Celex consists of Partner Sanja Djukic and Associate Dragan Stijak. 

White & Case has advised Zorlu Enerji on the USD 815 million combined refinancing of a portfolio of existing power plants and financing of the development of the new Kizildere III geothermal project belonging to its subsidiary Zorlu Dogal, in the Aegean Region of Turkey. The financing was arranged by a syndicate of Turkish banks consisting of Akbank, Garanti Bank, Is Bank, and the Industrial Development Bank of Turkey. Clifford Chance, along with the Yegin Ciftci Attorney Partnership — the Turkish firm associated with it — advised the banks on the deal.

“The scale of this financing, which was achieved on a demanding timeline, makes this one of the standout financings to complete in Turkey this year,” said UAE-based White & Case Partner Matthew Wood. “It was achievable due to continuing appetite in the domestic market for financing of Turkish power projects that have strong sponsors behind them.”

Zorlu Enerji’s K?z?ldere II is the largest geothermal power plant in Turkey at 80MW. The new Kizildere III project will generate a capacity of nearly 100MW and add to Zorlu Enerji’s existing generation portfolio, about 49 percent of which is based on renewable energy. These new plants supplement the portfolio of existing hydro assets acquired by Zorlu Enerji in 2008, following the privatisation process in Turkey. White & Case has advised Zorlu Enerji on all financing aspects related to the initial acquisition and continued development of the portfolio to date.

The White & Case team was led by Matthew Wood, supported by Associates Adrian Lawrence and Saghar Khodabakhsh, both based in London.

The Clifford Chance team was led by Istanbul Managing Partner Simon Williams, supported by Senior Associate Rebecca Shepherd. The Yegin Cifti Attorney Partnership team was led by Managing Partner Mete Yegin, supported by Senior Associate Sait Eryilmaz.

Crido Legal is advising Astris on the construction of a class A office building in Krakow, consisting of approximately 13,000 square meters of usable floor area.  The general contractor was advised by Sitarz & Wspolnicy.

According to Crido Legal, “the signing of two documents, key for the performance of the entire investment — the general contractor agreement and the facility agreement securing financing for the entire project — marks an end to the first advisory phase, which will be followed by the investment commercialisation stage. The investment is co-financed by Bank Ochrony Srodowiska which granted the facility to the investor.” CMS advised Bank Ochrony Srodowiska.

We are on our way with an interesting project,” said Jozef Tarnawski, Management Board Member of Astris. “An excellent location in the centre of Krakow, in a truly established business neighbourhood, boasting good communication, facilities for tenants and a LEED Gold certificate – these are just some of the advantages of our office building. The fact that a number of foreign companies have already approached us with enquiries and have received detailed lease terms confirms the attractiveness of the real property.”

Signing the general contractor agreement with such an experienced contractor as RE-Bau, as well as securing financing at a robust and stable bank, made it possible to win strategic partners for the performance of this investment,” said Filip Grzesiak, Senior Associate at Crido Legal. “We are happy to be part of this process. Now it is time to begin commercialisation, where the investor is counting on attracting good tenants.” 

Crido Legal’s advisory services for Astris include “comprehensive support during the course of this project” — in particular with reference to drawing up and negotiating the general contractor agreement, loan terms negotiations, and then investment commercialisation as well as on-going advisory.

Crido Legal’s team consists of Grzesiak and Slawomira Wronek-Kuch. 

Attorney Pawel Sitarz from Sitarz & Wspolnicy law advised the general contractor.

CMS did not reply to our inquiry about the matter.

DLA Piper has advised Bomond Group on obtaining a preliminary lease with the Central Universal Department Store in Kiev. The Bomond Group will take a long-term lease of almost the entire ground floor upon completion of construction.

The DLA Piper Ukraine team analyzed drafts of the preliminary lease agreement, lease agreement and other contractual documents, supported Bomond Group in negotiations with the landlord, incorporated amendments to the agreements during a number of rounds of negotiations, and arranged closing of the deal, as well as advised the client on IP, tax and other legal matters.

The team was led by Partner Natalia Kochergina, with “key input” from Senior Associate Oleg Matiusha. Legal Director Illya Sverdlov and Associate Dmytro Rylovnikov advised on tax matters, while Partner Natalia Pakhomovska and Senior Associate Natalia Kirichenko advised on IP matters.

This article is powered by our friends at ujbl.info. You can find the original full article here.