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Dvorak Hager & Partners (DHP) has advised Gerflor, a leading French manufacturer and innovator of premium decorative and eco-responsible solutions for flooring and interior finishes, on the acquisition of a distribution company in both the Czech Republic and Slovakia.

DHP’s services included comprehensive legal due diligence and support in the preparation and negotiation of the transaction documents. 

The DHP team was led by Prague-based Managing Attorney Lukas Zahradka, who described the transaction as, “another significant acquisition for Gerflor in its plan to further exploit opportunities in the Central and Eastern European market. The transaction underlines the growing strength and capabilities of Dvorak Hager’s M&A practice in the Czech Republic and Slovakia.”

At the instructions of its client, DHP declined to provide additional information about the identity of the sellers or the law firm that represented them. 

Drakopoulos has successfully represented the Apopsi Group and the Dimitra Institutes of Training and Development in litigation against the Greek State.

According to Drakopoulos, its lawyers succeeded in obtaining a temporary restraining order (TRO) to suspend the force of a decision on forfeiture already issued against its clients by the Manpower Employment Organization (OAED), a Greek public authority. 

According to the firm, “the case required thorough legal knowledge as well as elaborate handling and delicate claim structuring since it is extremely rare to obtain a TRO when there is an existing declaration of forfeiture. On an even more rare basis, OAED unsuccessfully attempted to revoke the judge’s ruling granting the TRO leading to one more ruling in favour of the clients.” The firm reports that a final decision on the suspension of forfeiture is expected within the next few months.

HP announced on October 6, 2014, that it will split into two new public companies: Hewlett Packard Enterprise (HPE) and HP Inc. (HPI). On November 1, 2015, the split between the two came into effect, which also marked the separation of the legal functions for the companies.

Regionally, Dara Gill will lead the legal function of Hewlett Packard Enterprise as its VP & Associate General Counsel, CEE&I, Russia, and MEMA.  The HPI legal team in the region will be led by Sujith George, Associate General Counsel for MEMA, CEE&I Region including Russia.

An HP press release explained that Hewlett Packard Enterprise “will have a unique portfolio and strong multi-year innovation roadmap across technology infrastructure, software and services to allow customers to take full advantage of the opportunities presented by cloud, big data, security, and mobility in the New Style of IT. By leveraging its HP Financial Services capability, the company will be well positioned to create unique technology deployment models for customers and partners based on their specific business needs. Additionally, the company intends for HP Financial Services to continue to provide financing and business model innovation for customers and partners of HP Inc.”

The press release goes on to mention that HPI will be “a proven leader in the personal systems and printing markets with exciting new technologies on the horizon. The new company’s strong profitability and free cash flow will enable investments in growth markets such as 3-D printing and new computing experiences. At the same time, HPI will continue to execute against a well-defined and established strategic plan, ensuring continuity for customers and consistent value to shareholders.”

Image Source: 360b / Shutterstock.com

Klavins Ellex has advised Blackstone Real Estate Partners Europe IV on acquisition of a real estate portfolio in Latvia from Norwegian Obligo Investment Management AS — part of an agreement Blackstone entered into with 10 funds managed by Obligo to acquire portfolios in Norway, Sweden, Finland, Latvia, and Germany in an all-cash deal.

The portfolio of residential and commercial property includes shopping centers, hotels, and apartments. According to Klavins Ellex, the transaction is “the largest property deal of the Nordic region since 2008.”

Klavins Ellex advised on due diligence, tax, and acquisition aspects of the Latvian portfolio. The firm’s team was led by Partner Ilga Gudrenika-Krebs and Senior Associate Maris Brizgo.

The Republic of Serbia’s Act on Conditions for Assignment of Employees to Temporary Work Abroad and their Protection (“ACT”) entered into force on 13 November 2015, and it will be applicable as of 13 January 2016.

The provisions of this Act will not be applicable to the assignment of employees to EU member states or countries in the European Economic Area as of the day the Republic of Serbia becomes a full member of the EU.

The key features of the Act include:

APPLICATION OF THE ACT

The Act applies to employers who assign their employees to temporary work outside of Serbia in order to:

• work on investment projects, or other projects, or on providing services based on an agreement on business-cooperation or another appropriate grounds;
• either work for or attend vocational education, and training offerings at the employer’s business units abroad; and
• either work or attend vocational education, and training offerings within intercompany assignments.

The Act does not apply to the assignment of employees to a business trip abroad provided that the period during which the employee is abroad does not exceed 30 consecutive days, or 90 days in total (with interruptions) within a calendar year.

CONDITIONS OF ASSIGNMENT

• The maximum duration of assignment abroad is 12 months, with the possibility of extension (unless otherwise provided by the Act or international agreement);
• The employer can assign both employees with indefinite term employment agreements and those with definite term employment agreements;
• When employees with definite term employment agreements are assigned abroad, the time of their assignment shall not be counted in the maximum statutory term of the definite term employment agreement;
• Employee’s consent for assignment abroad is mandatory – except if his/her employment agreement stipulated the possibility of assignment without a consent;
• The Act specifies the cases in which employees can turn down being assigned abroad (e.g. pregnancy, when an employee has a child under the age of 3 years, etc). The Employer may also choose to accept other justified reasons for which the employee may turn down such an assignment.

EMPLOYER’S OBLIGATION

The Employer is obliged to:

• Regulate the assignment abroad by concluding the annex to the employment agreement with the employee (with mandatory content as provided by the Act);
• Provide at its own expense meal and accommodation for employees by standards of the country where the work is performed (or, in accordance with the terms of the bargaining agreement/work rulebook if more favorable for employees);
• Provide transportation for commuting to and from work, or reimbursement of expenses for such purposes;
• Provide occupational health and safety;
• Provide mandatory social insurance (health insurance, pension and disability insurance, and insurance in case of unemployment);
• Provide salary in accordance with the regulations of the Republic of Serbia, and not lower than the guaranteed minimum salary according to the regulations of the country to which employee is assigned to;
• Preparation of employee prior to assignment abroad which includes: providing information about life conditions in the country and the city to which employee shall be assigned (before employee gives his/her consent on assignment), providing health checks and preventive measures, providing transportation to the place where employee shall work abroad and return home, procuring work and residence permits.

The employer shall be obliged to register the appropriate changes of the employees’ mandatory social insurance triggered by assignment with the Central Registry of Mandatory Social Insurance

PROCEDURE OF ASSIGNMENT

No later than the day preceding the assignment the employer shall submit the notification of assignment to the Ministry of Labour. The notification shall be provided on a particular form which content shall be regulated by a separate by-law expected to be adopted within 45 days from 13 November 2015.

Once the notification is submitted the employer shall, within seven days following the assignment of employees, provide the Ministry of Labour with the certificate from the Central Registry of Mandatory Social Insurance containing the list of the assigned employees, and particular data in relation to changes of the social insurance incurred due to the assignment.

The Act envisages number of misdemeanour offences for which employers shall be fined in amount ranging between RSD 600,000 (EUR 5,000) to RSD 1,500,000 (EUR 12,500), and also some others which shall be fined with the fixed amounts equal to RSD 100,000 (EUR 800).

Finally, it is important to note, that all the assignments of employees initiated prior to entry into force of this Act shall be completed in accordance with the provisions of the previous act (Act on Protection of Citizens of the Federal Republic of Yugoslavia at Work Abroad).

By Marija Zdravkovic, Attorney at Law, Schoenherr

Wolf Theiss has advised PPF Banka on the refinancing of facilities for the P1 Industry Park Project in Bratislava owned by the international property fund AlfaGroup — which was advised by Slovakia’s Aliancia Advokatov firm. The transaction closed on October 5, 2015.

Wolf Theiss advised on both the structuring of the transaction as well as the Czech loan facilities documentation and Slovak security. The firm’s regional finance expert, Counsel Mills Kirin, noted that “the Slovak market has been very strong this year with a number of Czech banks and corporates taking advantage of opportunities not just in Slovakia but across the region.”

The Wolf Theiss team consisted of Kirin, Bratislava-based Partner Lubos Frolkovic, Prague-based Associate Ivana Lobotkova, and Bratislava-based Associate Marian Sulik.

The Aliancia Advokatov team consisted of Managing Partner Gerta Samelova Flassikova and Partner Katarina Hrickova.

Image Source: Hanoi Photography / Shutterstock.com

CMS in Kyiv has advised Horizon Capital on the sale of its stake in Ciklum, an innovative global IT company headquartered in Ukraine, to George Soros’s Ukrainian Redevelopment Fund LP (URF). The URF also acquired a portion of the stake from the current majority shareholder, Majgaard Limited. Taylor Wessing in London advised Majgaard Limited on the deal, and Willkie Farr & Gallagher in New York advised the URF.

The transaction is subject to regulatory approval and is expected to close by the end of 2015. 

The CMS team was led by Partner Graham Conlon, Co-Head of CMS’s International Private Equity practice and Head of Corporate/M&A practice in Ukraine.

Editorial Note: Ukraine’s Aequo law firm has announced that it advised the URF on the deal. The firm’s team was led by Managing Partner Denis Lysenko and Partner Anna Babych, and included Senior Associate Oksana Krasnokutskaya and Associates Yaroslav Lepko, Anton Babak, Gennadii Roschepii, and Anton Kapitonenko. 

In a Aequo press release, Lysenko is quoted as saying: “This transaction is the first of its kind investment in Ukrainian IT sector since the Russian aggression and the military conflict in the Eastern Ukraine. It can play an important role in attracting other private investors, especially from Europe and North America to the developing IT services market in Ukraine. We are proud to partner with George Soros’s Redevelopment Fund and deliver high quality support on this important matter.”

Dentons has announced that Slovakian lawyer Zuzana Simekova has joined the firm as the third Partner (and 14th lawyer) in its Bratislava office. She moves over from Allen & Overy in Paris, where she has spent the past two years as co-Lead of the Life Sciences Regulatory group.

In Bratislava, Simekova will be a senior member of Dentons’ Competition and Life Sciences teams. She has more than 10 years of experience advising clients in the pharmaceutical sector on a variety of regulatory issues, including clinical trials, market access, pricing and reimbursement, distribution and sales models, promotion and advertising of medicines and medical devices, setting up and coordinating international compliance programs, as well as representing clients before regulators. 

Simekova spent all 9 years of her professional career up until now with Allen & Overy, including two years in London and another two in Paris. She has a Master of Laws from Comenius University in Bratislava (2002), a JUDr. and PhD in Competition and Pharmaceutical Law from Charles University in Prague (2012), and a LL.M. degree from the College of Europe (2005). 

“We are happy to welcome Zuzana on board,” commented Peter Kubina, a fellow Partner in Dentons’ Bratislava office. “Her admission to our team reflects our strategy to build one of the leading practices in Slovakia supported by top talent. A stronger team will make it possible to further expand the scope and quality of our services, and assist a broader range of clients in different fields.” 

Ladislav Storek, the Managing Partner of Dentons’ Prague and Bratislava offices, noted: “We are proud to attract lawyers of Zuzana’s rank and caliber. This confirms that Dentons remains attractive to senior lawyers coming from other leading law firms, as we offer them a unique career development opportunity and room for growth. Adding a third partner in Bratislava after the lateral hires in Prague and Budapest clearly proves our commitment to further strengthening our position in the entire CEE region.”

CMS has advised Papyrus on the acquisition of the Czech paper merchant OSPAP a.s. from PaperlinX Netherlands Holdings B.V. CMS describes the acquisition as “part of Papyrus’ strategy to grow the business in paper, visual communication and packaging distribution in selected European markets.” PaperlinX was advised by DLA Amsterdam.

The transaction was signed on September 16, and merger clearance from the Czech Office for the Protection of Competition was obtained on November 11.

Papyrus, with net sales of EUR 1.567 billion in 2014, is an important European merchant in paper, facility supplies, and industrial packaging. The company is currently present in 20 countries across Europe and employs some 1,900 people. The Papyrus head office is located in Gothenburg, Sweden.

CMS advised Papyrus on all legal aspects of the transaction including the due diligence, transaction documentation, and merger clearance. The CMS team was led by Senior Associate Barbora Dubanska, supported by Junior Associates Andrea Cervenkova and Pavel Drimal. They worked closely with CMS Amsterdam Partners Marc van Zanten and Martika Jonk.

Poland’s Maruta Wachta law firm has successfully defended screenwriting team Zygmunt Miloszewski and Wojciech Miloszewski against charges brought by the Swiat Ksiazki publishing house.

Swiat Ksiazki has claimed damages from the Miloszewskis in the amount of 344.000,00 PLN arising, it alleged from a breach of contract, under which the Milsoszewskis were obliged to write a novel entitled “The Collector.” According to Swiat Ksiazki, the book was in fact written, but was then delivered to and published by a rival publishing house — WAB — under the title “Priceless.”

The District Court in Warsaw found Swiat Ksiazki had failed to prove that “Priceless” was in fact the same novel that the Miloszewskis had promised to provide to it, and had failed to prove the total amount of damages claimed. On November 3, 2015, following arguments made by the Maruta Wachta team, the Court of Appeals in Warsaw upheld the ruling of the District Court and dismissed Swiat Ksizaki’s appeal in the matter. 

The Miloszewskis were represented by Maruta Wachta Senior Associates Wojciech Jarosinski and Damian Gudel. Senior Partner Marcin Maruta and Zbigniew Okon worked on the case as well.