Category: Uncategorized

  • Kambourov & Partners Successful in Defense of Bulgarian Football Union

    Kambourov & Partners Successful in Defense of Bulgarian Football Union

    Kambourov & Partners has successfully defended the interests of the Bulgarian Football Union (BFU) before the Court of Arbitration for Sport in Lausanne, Switzerland (CAS).

    The firm was retained to represent BFU in two arbitration proceedings initiated by the professional football clubs of Litex Lovech and Levski Sofia, respectively, in relation to decisions made by the Disciplinary Committee and the Sports-Technical Committee of the BFU. 

    In the PFC Litex matter the arbitral tribunal accepted the BFU’s argument that it lacked jurisdiction and terminated the proceedings. The second proceedings were also terminated when PFC Levski withdrew its appeal following a request for termination filed by the BFU. 

    According to the firm, “Kambourov & Partners’ team has thus reaffirmed its reputation as experts in the field of sports related international arbitration.”

  • Serbia: New Inspection Act in effect: be inspection-ready

    Serbia: New Inspection Act in effect: be inspection-ready

    The new Inspection Act came into force on 29 April 2015, with the majority of its provisions coming into effect as of 29 April 2016.

    The new Inspection Act (the “IA”) introduces several key changes:

    • The Act serves as the framework regulation for all inspection procedures;
    • The inspection control procedure is now more transparent and standardized for legal entities: inspection plans and control lists are published on inspectorates’ websites;
    • Lists of legal entities failing to comply with the applicable regulations will be published on inspectorates’ websites;
    • Inspectorates must give legal entities written notice of an inspection, three working days prior to the inspection at the latest (this is not mandatory only in exceptional cases);
    • The powers of inspectorates are now much broader (e.g. an inspectorate can in exceptional cases order that the carrying on of a business activity be prohibited, and that property and documents be seized etc.);

    Be familiar with the time and scope of upcoming inspections

    Based on inspection plans, entities can now acquaint themselves with the time, scope and goals of an upcoming inspection.

    Inspectorates must prepare strategic – perennial, and yearly inspection plans, with the latter being implemented through half-yearly, quarterly, and monthly inspection plans.

    Inspection plans, inter alia, state the frequency and scope of planned inspections, list of entities to be inspected, an inspection schedule, territory in which the inspections are to be conducted, evaluated risks, information on types of inspection that are to be conducted etc.

    Compliance levels of inspected businesses with applicable regulations will now be gauged using the control lists i.e. checklists.

    The checklist is a document that contains a list of priority inspection issues, and other activities to be covered by the inspection, listed according to the severity of potential harmful consequences in a given area, in accordance with the rules on risk assessment, and the subject and scope of the inspection.

    Each inspectorate must draw up checklists in its area of inspection, publish them on its website, and apply to the regular inspection procedure.

    A certain number of checklists have already been disclosed on the website of the Coordination Committee, with the remaining expected to be disclosed on this website in the near future (http://www.inspektor.gov.rs/#/item/13/kontrolne-liste).

    According to unofficial information received from the Labour Inspectorate, this inspectorate is expected to adopt a checklist during the course of this week, and until then they shall not conduct any regular inspections.

    Procedural Steps

    Inspectors give the entities under inspection at least three working days’ written notice of the inspection being conducted. Exceptionally, inspections can be conducted without notice if there are justified grounds, or concern that notice would adversely impact on the objectives of the inspection, or if there are grounds for protecting the public interest, or preventing, or eliminating an imminent danger to human life or health, assets, rights and interests of employees and the workers, the economy, environment, flora and fauna, communal order or security.

    When conducting an inspection, inspectors are bound by the content of the inspection order.

    In principle, if during an inspection an inspector identifies a particular violation of law, he/she must request that the original order be amended, except where urgent measures should be taken to prevent or remove an imminent danger to human health and life, the environment, flora or fauna (certain types of inspection can be conducted even in the absence of an inspection order (on-the-spot and subsequent inspections)).

    What are the Inspectorate’s powers?

    If an inspector identifies incompliance with regulations, which is punishable by law, he/she may bring criminal charges, charges for an economic offence, motion for initiation of misdemeanour proceedings, or issue a misdemeanour order with the competent judicial authority. The inspector may take other steps and measures to which the law or other regulations entitle him/her (e.g. initiate temporary or permanent revocation of license).

    The inspector is entitled to, without additional deadlines to address shortcomings, impose a ban on business activities, or carrying on of an activity or seizure of property or documents if it is necessary to urgently prevent or eliminate an imminent danger to human life or health, valuable assets, rights and interests of employees and the workers, the economy, environment, flora and fauna, high-value public revenues, the undisturbed operation of public bodies and organisations, communal order or security.

    In a situation when an inspected entity has, within the deadline, complied with the order or proposal of the inspector for remedying the violations, the inspector shall not file a motion for initiation of misdemeanor proceedings against the inspected entity, if the maximum amount of the fine imposed for the offence does not exceed RSD 100,000 (approx. EUR 800) and protective measures were not imposed, provided no harmful effects have occurred, and where such consequences occurred but were addressed by the entity before the inspection commenced, or within the given timeframe. This is not possible in case of recidivism.

    Having in mind the explained changes above all business entities are advised to check whether they are in compliance with the published checklists and duly prepare themselves for the upcoming inspections.

    By Marija Zdravkovic, Attorney at Law, Schoenherr

  • White & Case Advises on Wilmar Acquisition of Stake in Erca Poland and Erca Home & Personal Care

    White & Case Advises on Wilmar Acquisition of Stake in Erca Poland and Erca Home & Personal Care

    White & Case has advised Wilmar Europe Holdings B.V. on its acquisition of a 50% equity interest in Erca Poland sp. z.o.o (JVC Poland) and Erca Home & Personal Care S.r.l (JVC Italy) from Societa Chimica Lombarda S.p.A.

    Wilmare EUrope Holdings is a a subsidiary of Singapore-based leading agribusiness group Wilmar International Limited. According to White & Case, “the principal activities of both JVC Poland and JVC Italy are the manufacturing, distribution, and marketing of chemical products for the home and personal care market.”

    The White & Case team advising on the transaction was led by Singapore-based Partner Jonathan Olier, Milan-based Partner Ferigo Foscari, Milan-based Local Partner Leonardo Graffi, and Warsaw-based Local Partner Aneta Hajska, and included Hamburg-based Partner Boerries Ahrens  and Associates Bella Khabbaz, Angelo Messore, Ioannis Thanos, Jacek Polewski, and Iwo Malobecki.

  • Schoenherr, Gleiss Lutz, and Hengeler Mueller Advise on SEB Acquisition of WMF Group

    Schoenherr, Gleiss Lutz, and Hengeler Mueller Advise on SEB Acquisition of WMF Group

    Schoenherr has acted as local counsel for Austria and the Czech Republic to the French household equipment manufacturer Groupe SEB on its acquisition of Germany’s WMF Group from Finedining Capital, an indirect subsidiary of funds advised the KKR private equity firm. Gleiss Lutz acted as lead counsel to Groupe SEB on the deal, while Hengeler Mueller advised Findedining.

    Groupe SEB will pay KKR — which had acquired a controlling stake in WMF in 2012 from private equity firm Capvis in a deal valuing the group at about EUR 600 million — EUR 1.02 million in cash for the WMF Group and assume net debt in an amount of EUR 565 million. In addition, SEB takes over EUR 125 million of early retirement and pension liabilities. Closing of the transaction is subject to merger control clearance.

    WMF is a manufacturer of home appliances and hotel equipment, amongst others, cookware, kitchenware, cutlery, drinking glasses, and professional coffee machines, including brands such as WMF, Silit, Kaiser, Schaerer, and Hepp. The company, headquartered in Geislingen an der Steige, Germany, is represented in over 40 locations worldwide and operates nearly 200 retail shops in Germany, Austria, and Switzerland.

    France’s Groupe SEB is a manufacturer of small appliances and kitchenware and is represented in over 120 countries worldwide. The group owns more than 1,000 active patents and launches over 200 new products a year. Brands include Tefal, Rowenta, Krups, Calor, Vogalu, Moulinex, and Lagostina. The holding company SEB S.A. is listed in Paris and headquartered in Ecully, close to Lyon.

    The Schoenherr team was led by Partners Sascha Hodl, Thomas Kulnigg, and Vladimir Cízek and further supported by Daniel Kostal, Clemens Rainer, Constantin Benes, Natalie Rosova, Denisa Zezulka, Rudolf Bicek, Christoph Durr, Fabian Kacic, Jakub Karfilat, and Teresa Waidmann.

    The Gleiss Lutz team was led by Partners Gerhard Wegen, Jochen Tyrolt, and Christian Cascante, and included Carolin van Straelen, Nico Holtkamp, Jan Stenger, Lucie von Haller, Thorsten Gayk, Martin Raible, Dr. Iris Benedikt-Buckenleib, Cathrin Machtle, Herwig Lux, Philipp Naab, Jens Gunther, Charlotte Beck, Anna Frey, Achim Dannecker, Stefan Mayer, Ocka Stumm, Markus Risse, Burkhard Jakel, Eva Reudelhuber, Frank Schlobach, Patrick Steinhausen, Jacob von Andreae, Katharina Lubitzsch, Eric Wagner, and Anna Karpf.

    The Hengeler Mueller team included Partners Emanuel Strehle, Jochen Vetter, Alf-Henrik Bischke, Christian Schwandtner, Heinrich Knepper, Counsels Andrea Schlaffke, Patrick Wilkening, Matthias Scheifele, Changfeng Tu, and Associates Philipp Dornbach, Elisabeth Kreuzer, Christian Lutz, Philip Goj, Lisa Kopp, Achim Spengler, Robert Rentsch, Alexander von Jeinsen, Anja Balitzki, Johannes Holzwarth, and Ines Oesselmann.

    Hengeler Mueller had previously advised KKR on its acquisition of the majority shareholding and voluntary tender offer to the shareholders of WMF AG in 2012. In 2014 Hengeler Mueller had advised KKR on a further tender offer to the holders of preference shares, and the firm advised KKR on the merger related squeeze-out last year.

    Editor’s Note: After this article was published Cerha Hempel Spiegelfeld Hlawati announced that it had worked alongside Hengeler Mueller as local counsel to Finedining in Austria and the Czech Republic. The firm’s team was led by Partner Albert Birkner  and Senior Counsel Sarah Wared. CHSH’s Czech team consisted of Partner Pavel Siiroky and Senior Associate Zuzana Hrbalova.

  • New Partners at Muranov, Chernyakov & Partners

    New Partners at Muranov, Chernyakov & Partners

    Muranov, Chernyakov & Partners has announced the appointment of Oleg Moskvitin and Maxim Platonov to the firm’s partnership.

    Oleg Moskvitin heads the competition law practice of Muranov, Chernyakov & Partners, which describes him as having “extensive experience of resolution of disputes with antimonopoly, tax and other administrative bodies, corporate disputes, representation of clients’ interests in public authorities.” The firm reported that Moskvitin led the defense of “the interests of a number of telecommunication, energy, financial and IT-companies … including the challenge of the decisions and directions of antimonopoly bodies providing for the change of the pricing policy of the law firm’s clients in the territory of the entire federal circuits and regions, appeals against the penal sanctions amounting to hundreds of millions of rubles in each particular case.” In addition, Muranov, Chernyakov & Partners said, “one of the main areas of his work is the representation of interests of Russian energy companies in the disputes with tariff fixing bodies as well as the cases on recovery of losses caused by undercut tariffs.

    Moskvitin graduated from the Russian Law Academy of the Ministry of Justice of the Russian Federation, got his second higher education in the field Finance and Credit in the National Research University – Higher School of Economics. 

    Maxim Platonov, who specializes in bankruptcy and restructuring, joined Muranov, Chernyakov & Partners over 10 years ago. According to the firm, he also provides advice “on the issues of criminal law in the sphere of crimes connected with business activity.” His recent projects include representing a client’s interests in the bankruptcy of the client’s subsidiary, and the successful representation of Gazprombank in courts of all levels in what the firm describes as “the precedent-setting case for recovery of losses from the liquidator caused by unlawful actions in the course of liquidation of the bank’s borrower ? CJSC Nedra Bodaybo.”

  • Karanovic & Nikolic and Dentons Advise on Air Serbia Aircraft Lease

    Karanovic & Nikolic and Dentons Advise on Air Serbia Aircraft Lease

    Karanovic & Nikolic and Dentons have advised Jet Airways (India) Limited in an aircraft leasing transaction that will enable the long-haul trans-Atlantic route between Serbia and the United States (Belgrade-New York) to be restored.

    The transaction consisted of an operating lease for an Airbus A330-202 by Jet Airways (a member of Etihad Airways Partners) and Etihad Airways (as sub-lessee) to Air Serbia, with the participation of foreign export credit agencies and banks that provided financing for the acquisition of the aircraft.

    After successfully closing the transaction, the first wide body aircraft in Air Serbia’s fleet landed in Belgrade on May 11, 2016, and was given the traditional water cannon welcome as it made its way around Nikola Tesla airport.  The twinjet aircraft then went through the registration process with the Serbian Civil Aviation Directorate, before returning to Abu Dhabi for the process of finalizing cabin space adaptation and refurbishment. Once this process is complete, the capacity of the aircraft should feature 18 seats in Business Class and 236 seats in Economy Class, making it the largest commercial aircraft in the region.

    The first flight to the John F. Kennedy International Airport in New York in 24 years is expected to happen on June 23, 2016. This flight will mark the continuation of the route which Air Serbia’s predecessor, Jat Airways, was forced to terminate in 1992 amid the conflicts accompanying the breakup of the former Yugoslavia. The new flight will also retain its forebearer’s flight number. The aircraft will remain registered in Serbia throughout the term of the lease.

    The Karanovic & Nikolic team was led by Partner Maja Jovancevic Setka and Senior Associate Goran Radosevic. Partner Tanja Unguran handled the tax aspects of the transaction.

    The Dentons team consisted of Abu Dhabi-based Partner Paul Jarvis and Senior Associate Helen Munro and London-based Partner Paul Holland.

    Karanovic & Nikolic explained to CEE Legal Matters that details about the identity of the credit agencies and banks, and the firms which represented them, Air Serbia, and Etihad Airways, remain confidential at the time of publication, but promised to provide the information when it becomes public.

  • Chajec, Don-Siemion & Zyto Advises SaveCartTM on Equity investment

    Chajec, Don-Siemion & Zyto Advises SaveCartTM on Equity investment

    Chajec, Don-Siemion & Zyto (CDZ) has advised SaveCartTM, a new marketing technology start-up, in the process of an April 2016 equity investment in the company by an unnamed investor, who assumed a 15% stake in the company for PLN 1 million. The founding shareholders retain the remaining shares.

    SaveCartTM, managed by Rafal Gawlowski, one of its inventors, increases the value of customers’ shopping carts in e-stores and helps bring their transactions to a close, as e-retailers frequently complain about customers giving up online shopping at the final stage. SaveCartTM’s clients include such e-stores as Tchibo.pl, Sarenza.pl, Mustache.pl, Chocolissimo, Coccodrillo, 5-10-15, Drogeria Natura, Duka, and Kakadu.

    During the transaction, CDZ represented SaveCartTM in negotiations with the investor and was responsible for drafting all transaction documents. The firm’s team was headed by Senior Associates Aleksandra Szyszko-Kaminska and Eliza Szulc-Sieranska.

  • Sorainen Partner Allar Joks Running for President of Estonia

    Sorainen Partner Allar Joks Running for President of Estonia

    Partner Allar Joks of Sorainen announced in a May 23rd press conference that he is running for President of the Republic of Estonia in elections scheduled for August of this year.

    A statement on the Sorainen website announced that: “We, at Sorainen, value entrepreneurship and civic initiative. It takes courage to set up one’s candidacy for the country’s highest office, especially from a non-political contender. As a lawyer, a leader and a person, Allar has demonstrated that he has what it takes to run for president. We wish Allar all the best!”

  • Dimitrijevic & Partners and Maric & Co. Advise on TBH Acquisition of Bosnian Concrete Plants from W&P Baustoffe Austria

    Dimitrijevic & Partners and Maric & Co. Advise on TBH Acquisition of Bosnian Concrete Plants from W&P Baustoffe Austria

    Dimitrijevic & Partners has advised TBG BH — the Bosnian subsidiary of Heidelberg Cement active in concrete production — on its acquisition of three concrete plants in Federation of Bosnia and Herzegovina from W&P Baustoffe Austria. Maric & Co. advised the sellers.

    The three concrete production facilities are in the Sarajevo area and in Zenica.

    The Dimitrijevic & Partners team was led by Partner Stevan Dimitrijevic, who performed the legal due diligence of the target and advised Heidelberg Cement on the structuring of the transaction and throughout negotiations. The firm also advised on tax-related matters, the drafting of the share purchase agreements, and final closing of the deal that took place in Sarajevo in late April.

    Branko Maric led the Maric & Co. team, with Ezmana Turkovic in charge of competition matters and Predrag Radovanovic in charge of real estate issues.

  • New Partners and Heads of Practice at CMS in Poland

    New Partners and Heads of Practice at CMS in Poland

    CMS has announced the promotion of Michal Pawlowski and Piotr Ciolkowski to Partner, and Katarzyna Kucharczyk, Adam Stopyra, and Ewa Swiderska to Counsel and head of practice in Poland.

    “This year’s nominations are a reflection of the growth of our practice and our plans for further development, as well as the result of our increasing specialization and adjusting to our clients’ needs,” says Malgorzata Surdek, who herself was recently named Managing Partner of CMS Poland (as reported by CEE Legal Matters on May 17, 2016). All appointments took effect on May 1, 2016.

    New Partner Michal Pawlowski specializes in capital market transactions, commercial law, and securities law. He represents clients in transactions involving public offerings of shares (primary and secondary) bond issues, withdrawing companies from trading (P2P) as well as mergers and acquisitions. Along with his team, he joined CMS in the summer of 2015 from DLA Piper. He also worked for two and a half years at White & Case in Warsaw. He graduated from the faculty of law at Poznan’s Adam Mickiewicz University and earned a degree in economics at the University of Economics in Poznan. He teaches at the Kozminski University in Warsaw.

    Fellow new Partner Piotr Ciolkowski will continue to develop the regulatory team he runs within the energy department. An alumnus of CMS’s graduate program, Piotr has over 11 years’ experience advising energy clients. In addition to assisting clients with the start-up, safe running and restructuring of their operations, he is responsible for negotiating contracts for sales of goods such as oil, electricity and gas, and property rights. He participates in acquisitions transactions both in the conventional energy and renewable energy sectors. He has also conducted litigation in particular with the President of the Energy Regulatory Office. He is, like Pawlowski, a graduate of the Adam Mickiewicz University in Poznan.

    According to CMS, new Counsel Katarzyna Kucharczyk has over 10 years’ experience in representing financial institutions and construction, IT and telecommunications clients in court disputes and in national and international arbitration. She has also acted before patent office and administrative courts on intellectual property matters. In her new role, Kucharczyk will focus on the development of a practice devoted to construction disputes and disputes in the field of competition and consumer protection in the financial sector. 

    New Counsel Ewa Swiderska, who has been with CMS since 2006, has taken over the office’s Insurance team from new CMS Managing Partner Malgorzata Surdek. CMS reports that Ewa “gained professional experience as an in-house lawyer at various international insurance companies,” and says that “she has advised on proceedings before the supervisory authority, as well as on the creation and marketing of insurance products, and on bancassurance issues, [and] has also dealt with data protection and consumer protection issues.” She graduated from the University of Warsaw.

    New Counsel Adam Stopyra will lead the derivatives, securitization, and regulations practice at CMS. According to the firm, “he combines legal expertise with experience gained in the Department of Capital Adequacy at Raiffeisen Bank, where he was responsible for portfolio sales and securitization. He has experience in the implementation of EU regulations such as EMIR, CRD IV, MiFID, UCITS. He has a doctorate in legal sciences from the University of Warsaw.”