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Szabo Kelemen & Partners and bpv Huegel have advised on Hungarian and Austrian aspects, respectively, of Cemex’s sale of its operations in the two countries. The buyer, the Rohrdorfer Group, was assisted by Schoenherr with Ban, S.Szabo & Partners advising on Hungarian matters.

The approximately EUR 160.1 million value deal was originally announced on August 12, 2015 and Cemex announced that it had closed on November 2, 2015. According to a Cemex press release release, the divested Austrian operations consist of 24 aggregate quarries and 34 ready-mix plants totaling net sales in Austria of approximately USD 241 million in 2014, while the Hungarian operations consist of 5 aggregate quarries and 34 ready-mix plants that registered approximately USD 47 million in net sales in 2014. The proceeds obtained from the transaction will be used mainly for debt reduction and for general corporate purposes.

Bank of America Merrill Lynch, Citigroup, BNP Paribas, and Morgan Stanley & Co. International acted as financial advisors to Cemex in the transaction.

Advising the seller on Hungarian aspects, the Szabo Kelemen & Partners team consisted of Attorneys-at-Law Laszlo Kelemen and Eva Balsay, while the team advising on Austrian matters from bpv Huegel consisted of Partners Stefan Gaug and Florian Gibitz, with Partners Heinrich Kuehnert and Gerhard Fusenegger handling competition aspects. 

The Schoenherr team assisting the Rohrdorfer group was led by Partner Alexander Popp, and included Attorney Clemens Leitner, Associates Manuel Ritt-Huemer and Florian Hutzl. Partners Hanno Wollmann and Franz Urlesberger advised on competition law aspects and merger control. The team was completed by Partners Bernd Rajal and Stefan Kuhteubl, Attorney Constantin Benes, and Associates Julia Spitzbart, Karolin Andreewitch, and Sandra Seldte.

Ban, S.Szabo & Partners did not respond to our request for confirmation and details. 

Following the liberalization of the Greek gaming industry, GTech and Scientific Games, leading manufacturers of Video Lottery Terminals (VLTs) and casino software, were the first companies in Greece to be granted VLT manufacturer licenses.

Scientific Games is also among the first few companies in Greece to obtain a VLT importer license. The Drakopoulos Law Firm assisted both companies throughout the licensing procedures and is advising them on an ongoing basis on all licensing related matters for casino games and import of VLTs.

According to a statement by Drakopoulos, “in light of a market experiencing a transitional phase, casino and gaming licensing procedures require ongoing legal research and coordination with the competent customs and gaming authorities in order to ensure compliance with the labile national regulatory environment in this respect.”

Image Source: Vlada Z / Shutterstock.com

The Crido Legal firm has advised a company of the KRUK Group in antitrust proceedings relating to the acquisition of control over the Presco Investments company (including acquisition of the rights to dispose of receivables owned by the company and the PRESCO Investment I a securitization fund).

The successful grant of permission by the President of the Polish Office of Competition and Consumer Protection (UOKiK) is one of several factors determining the completion of the Kruk Group’s  take-over of debt with a total nominal value of approximately PLN 2.7 billion.

“We thank Crido Legal for obtaining permission of the President of UOKiK,” said Micha? Zasepa, Board Member of Kruk. “This permission is a part of a bigger process. There is a lot of work ahead of us to complete the transaction and we count on further support of Crido Legal – 

Crido Legal Partner Jakub Ziolek explained the significance of the successful application. “Obtaining permission for concentration was one of the conditions for this transaction. Without it, it would not be possible to continue the process. This is an important step towards closing the transaction, which is expected in late 2015 or early 2016.” 

In its representation of Kruk Crido Legal worked with Crido Taxand, providing “comprehensive customer support in connection with acquisition,” and “coordinat[ing] the work of cooperating with it Luxembourgish and Maltese law firms.”

Crido Legal’s team was led by Ziolek, and included Attorneys Agnieszka Mitrega and Filip Grzesiak, and Szymon Syp.

The law firm of Michael Kyprianou & Co has announce the opening of a Kyiv office. The firm, which was founded in 1991, consists of approximately 80 professionals located in three offices in Cyprus, two in Greece (in Athens and Thessaloniki), one in Malta — and now one in Ukraine.

According to a statement by the firm, “the Ukrainian office provides legal services in Ukrainian and Cyprus law with a focus on corporate law, international tax planning, currency control, intellectual property, real estate, [and] immigration, as well as litigation and arbitration.”

The Kyiv office is headed by Ukrainian lawyer Dmitry Perevozchykov, who started his career as a Junior Associate at AstapovLawyers in 2012, then moved to Chalas & Partners in March 2013. Perevozchykov specializes in international tax planning and corporate law and claims experience in corporate structuring of holding companies for Ukrainian market players in the banking, finance, agriculture, insurance, IT, intellectual property, and natural resources. He graduated from the Kyiv-Mohyla Academy with a Master’s Degree in Law in 2012.

It is safe to say that electronic money and payment services are creating one of the fastest growing markets worldwide.

Given the high degree of public acceptance of these products, they are considered as potential replacements for cash-based payments. In order to establish an EU-wide single market for payments, the European Commission had adopted the Directive on Payment Services (“PSD”) setting forth the rules applicable to all payment services in the European Union and is currently expecting to welcome a legislative reform through the new Payment Services Directive – PSD2. 

As for Turkey, the Law on Payment and Securities Settlement Systems, Payment Services and Electronic Fund Institutions (“Law”) structuring the details of payment systems and electronic money and payment services, the Regulation on Payment Services and Electronic Money Issuance and Payment Institutions and Electronic Money Institutions (“Regulation”) and the Communiqué on the Management and Audit of Payment Institutions and Electronic Money Institutions’ Data Systems (“Communiqué”), introduced by the Banking Regulation and Supervision Agency (“BRSA”), provide the legal foundation for non-cash payment services. The Law, as is clearly seen from its context, can be described as a major transposition of the PSD. That said; despite of the presence of the PSD as guidance, the Turkish market still seeks direction in various aspects concerning the implementation of the Law. 

To perhaps serve this purpose, BRSA has published a Q&A on its website on June 23rd, 2015 (“Guidance”), which sheds a light on certain grey areas regarding the interpretation and implementation of both the Law and its secondary legislation. While others are searching for a needle in a haystack on different discussions, BRSA, with the Guidance, has touch-based two different concerns that have not been clearly visited by the Law: (i) status of foreign based payment service companies and (ii) the Bitcoin.

Status of global players in Turkey

Considering the data breaches and security problems, the electronic payment sector has been on a roller-coaster ride during the last decade. But so far, nothing could stop the fast-growth of the sector and innovative developments therein. In United States, for example, Starbucks has launched a mobile order program which allows customers to place their orders and make their payments using the pre-paid system.

With the inevitable popularity of the technology, legislators are forced to build a balanced, well-structured and coherent legal base for the practices in daily life. With this structure at hand, monitoring is crucial. In order to establish the monitoring mechanism, Article 14 and Article 18 of the Law, in parallel with the PSD, brought the obligation for companies operating as payment service providers in Turkey to obtain license from BRSA. 

When it comes to global players in the sector, Turkey as a non-EU country, while adopting the regulations under the PSD, brings foreign companies under BRSA’s control and supervision mechanism. In this respect, as strictly specified by BRSA in the Guidance, payment institutions based outside Turkey and fully registered under the PSD will have to go down the same road and (i) after being established as a joint stock company, (ii) will apply for license to operate as a payment institution in Turkey. 

BRSA’s stance remains the same for e-money issuers. As put forward in the Guidance, foreign electronic money institutions duly registered under their applicable jurisdiction, are not allowed to distribute the e-money they have issued abroad through their contracted distributors in Turkey. Similar with the payment institutions, BRSA requires electronic money institutions (i) to be established as joint stock companies in Turkey and (ii) to obtain a license from BRSA. 

Status of Bitcoin

The controversial Bitcoin, created by a computer programmer using the pseudonym Satoshi Nakamoto, is a digital and self-directed currency under no authority’s or legal entity’s domination, allowing holders to benefit from “peer-to-peer electronic cash system”. The system which can be used by downloading free and open-source software by computer users, creates and grants new Bitcoins to users who solve pre-specified mathematical problems. As of October 2015, one Bitcoin is worth approximately USD 239  and currently total number of Bitcoins has reached 14,677,775.

On November 25th, 2013, BRSA has published a press release as to the potential risks of Bitcoin usage and indicated that lack of authentication of the parties during transactions with Bitcoin or similar virtual currencies creates “a suitable environment for these virtual monies to be used in illegal activities”.  BRSA further discouraged the Bitcoin usage arguing that Bitcoin’s extremely volatile market value, threats of digital wallet robberies and disappearances as well as nonreversible nature of Bitcoin transactions paves the way to risks of facing operational failures and abuse. 

It is well known that Bitcoin is commonly used to promote illegal activities from drug dealing and money laundering to numerous schemes that comes to light every other day. Further to globally known Bitcoin scandals such as “Silk Road”  and “MT Gox”  as well as Chinese Government’s mandatory censorship on the Global Bitcoin Summit , the world’s approach against Bitcoin usage remains unsettled; with some countries restricting its usage, some explicitly allow its usage and trade. Turkey itself has a Turkish Lira based Bitcoin exchange provider called BTCTurk, a KKTC based Bitcoin stock market website . After all, it does not prevent BRSA from acting conservative when the subject matter is providing an explicit legal status to Bitcoin. 

Long time after the press release in 2013, BRSA has addressed Bitcoin usage once again in the Guidance. Its approach remains the same. Under the Guidance, BRSA, disconcerted by the untraceable nature of Bitcoin, explained that the Bitcoin is not considered as electronic money under the scope of the Law and added the following.

“Bitcoin, known as a digital currency which is not issued by any official or private institution and is not reassured in exchange, with its current structure and functioning, is not considered as electronic money under the Law. Therefore, its surveillance and audit in scope of the Law does not seem possible.”

(First published in Mondaq in October 2015)

By Gonenc Gurkaynak, Managing Partner, Ceren Yildiz, Associate, Ecem Elver, Associate, ELIG, Attorneys-at-Law

Glimstedt has announced that Partner Moonika Kukke will leave the firm to head Eesti Energia’s legal department as of December 1, 2015.

In moving to Eesti Energia, Kukke returns to the company where she worked as a Leading Lawyer from June 2002 to June 2008. She then worked a Lawyer for the the MM Grupp from June 2008 to March 2011 before joining Glimstedt. Kukke replaces Ivars Kurvits, who has been the General Counsel of the company since 2010.

With Kukke’s departure the Glimstedt partnership will consist of Marko Tiiman, Indrek Leppik, and Priit Latt. 

Commenting on the departure in a Glimstedt press release, Marko Tiiman, Glimstedt’s Managing Partner, commented: “Glimstedt has a great deal of experience in the field of energy law, and together with our experts, Imbi Jurgen and Mirjam Vili, we will ensure ongoing development and an approach that meets the needs of our clients. As a renowned law firm, we believe that a solution can be found for every challenge, and our aim is to find this in order to help towards our clients’ successes and success stories.” The release concluded: “We appreciate the contribution Moonika Kukke has given to the development of our firm, and we wish her much success in her new position!”

Changes to the Serbian Mortgage Act (“Act”) that have entered into force on 16 July, 17 July, and 11 October 2015, respectively, attempt to provide a more expedient framework for foreclosure proceedings by introducing novel solutions that should lead to a higher percentage of successful forced collections of creditors.  

The most important amendments are that any creditor may initiate foreclosure proceedings, all lower ranked mortgages are deleted after the sale of mortgaged real estate, and that direct sale of real estate is now possible prior to the announcement of a public auction if at least 90% of real estate’s estimated value is achieved.

Initiation of the proceedings.  Any creditor, regardless of ranking and timeliness of its claim, may commence with foreclosure proceedings in order to enforce its claim from the mortgagor.

Less restrictive conditions for enforceability of a mortgage.  Prior to the amendments of the Act, a mortgage agreement had to contain an express approval of the mortgage by the person who has factual possession over mortgaged real estate (and is not the owner – e.g. a lessee) in order to establish the mortgage agreement as an enforceable instrument within the meaning of Serbian law. This requirement was deleted from the Act, thus allowing a simplified procedure for mortgaging business premises or other objects that are leased to a larger number of persons.

Appointment of third persons.  Mortgagee/s may appoint a third person to undertake all relevant legal actions necessary to preserve and protect the collection of its claim/s regarding the mortgaged real estate.

More favorable terms for sale of mortgaged real estate.  One of the main changes, which significantly contribute to the effectiveness of the new Act, is the possibility of selling mortgaged real estate directly prior to the announcement of a public auction if 90% of real estate’s estimated value is achieved with the buyer.  Additionally, if the first public auction fails, direct sale is possible at 60% of the mortgaged real estate’s estimated value.  Out-of-court sale proceedings must be finished within 18 months from the moment that the decision on the annotation of mortgage sale becomes final; otherwise the said annotation shall be deleted from the register by the competent cadaster.

Deletion of mortgages after sale.  The Act corrected previous deficiencies regarding to the persistence of lower ranked mortgages after the foreclosure on a higher ranked mortgage as it stipulates that all mortgages shall be deleted upon the sale of real estate in the foreclosure proceedings based on the first ranked mortgage.

Incorporation of the Constitutional Court decision.  In April 2015, the Constitutional Court rendered one provision of the Act invalid since it explicitly did not allow any court proceedings or legal recourse against the second instance decision on registration of annotation on sale of mortgaged real estate.  The second instance decision is now subject to administrative court proceedings.

By Radovan Grbovic, Partner and Igor Radovanovic, Associate, SOG / Samardzic, Oreski & Grbovic

Havel, Holasek & Partners — which operates in both the Czech Republic and Slovakia — has reported that, in conjunction with its associated collections agency, Cash Collectors, it increased its turnover for the 1st half of 2015 by 14% over a similar period in 2014, to CZK 360 million (approximately EUR 13.3 million).

In that period the firm’s Czech office increased its turnover by 16% to CZK 260 million, while its Slovak office saw a turnover increase of 35% — from CZK 35 million to CZK 47 million. The firm projects group turnover for 2015 at approximately CZK 800 million. According to a statement on the firm’s website, “these results confirm Havel, Holasek & Partners’ position as the most successful and largest independent law firm in Central Europe.”

“Our growth has been positively influenced by the provision of legal services to Czech and Slovak entrepreneurs, in particular in the fields of M&A, real estate projects and legal and tax structuring of private assets,” said Managing Partner Jaroslav Havel. 

“After the headcount of our lawyers largely increased in 2014 as a consequence of the acquisition of the Prague office of Norton Rose Fulbright and the recruitment of lawyers from two other international law firms, in 2015 and 216 we would like to concentrate primarily on strengthening our leading market position and the relationships with our clients, and on expanding our service portfolio without increasing any further the number of lawyers, which we now regard sufficient for our market-leader position. The firm’s other priority is the integration of its international services which are currently most demanded.”

Havel, Holasek & Partners, which has 25 partners, over 100 attorneys, and 180 lawyers in total spread among its offices in Prague, Brno, and Ostrava, is the largest Czech-Slovak law firm. Combined with its Cash Collectors collection agency and dozens of student trainees, it totals over 450 professionals. The firm’s reports representing “approximately 70 of 500 largest Fortune 500 global companies, and over 40 companies in the Czech Top 100 league chart.” The firm  reports over 1000 clients in total.  

Sorainen’s Latvia office is advising the German entrepreneur Ralf-Dieter Montag-Girmes, who the Latvian government has accepted as a financial investor for the national aviation company airBaltic.

AirBaltic, a stock company, was established in 1995. The primary shareholder is the Latvian state, which holds 99.8% of the company’s stock. By investing EUR 52 million, the investor will get 20% of airBaltic’s shares.

The Latvian Ministry of Transport was given two years to find a strategic investor for the company. It also set specific conditions regarding the investor’s rights in terms of choosing airBaltic board and council members and providing input on purchasing certain aircrafts. 

Acting on behalf of its client, Sorainen performed legal due diligence on airBaltic and consulted on various legal and tax aspects during negotiations. 

The Sorainen Latvia team was led by Managing Partner Eva Berlaus.

Image Source: Bychykhin Olexandr / Shutterstock.com

Gerald Ruhri of Brandl & Talos has secured an acquittal on behalf of his client, a board member of Kommunalkredit, following six years of criminal proceedings.

According to Brandl & Talos, “the Public Prosecutor’s Office for Corruption Cases had initiated proceedings against four persons accused of breach of trust and accounting fraud, each in several cases. The legal defense under the decisive participation of [Brandl & Talos attorney] Gerald Ruhri successfully indicated that in light of the financial crisis the actions of the bank’s board were not to be criticized under criminal law.”

The firm also describes the Court’s decision to exclude expert witness Dr. Altenberger from the proceedings due to a conflict of interest, in light of his “very close collaboration … with the prosecution authority in the course of the investigation” as “essential for the outcome of the case.” 

Following Altenberger’s exclusion, two new expert witnesses were appointed, and “in all points decisive for the proceedings these expert witnesses presented results favourable for all accused persons.”

The acquittal is not final.