Category: Uncategorized

  • JPM Promotes Dino Jusufovic to Partner

    JPM Jankovic Popovic Mitic law firm has promoted senior lawyer Dino Jusufovic to Partner in the firm, effective as of June 22, 2015.

    Jusufovic specializes in commercial litigation and arbitration. He is also an arbitrator at the Permanent Elected Court (Arbitration) at the Chamber of Commerce and Industry of Serbia. He graduated from the Faculty of Law at the University of Belgrade in 2006, and joined JPM the same year. He became a “senior lawyer” after his admission to the Belgrade Bar in 2008.

  • PwC Legal Adds Managing Partner in Czech Republic

    In May, 2015, Borivoj Libal joined PwC Legal in the Czech Republic as the firm’s Czech Managing Partner, working alongside CEE Legal Leader Michael Mullen, who also sits in Prague.

    Libal concentrates primarily on corporate law and foreign and domestic acquisitions. In addition to serving in a day-to-day management role at PwC Legal, Czech Republic, he is responsible for leading transactions and other key projects of the firm. Libal began his legal career at Norton Rose and CMS Cameron McKenna. In June, 2011 he became a senior lawyer at Havel, Holasek & Partners, where he led a variety of important Czech as well as international transactions. At Havel Holasek he also worked with Mullen for a year and a half, before Mullen moved to PWC in December, 2012.

    Líbal graduated from the Faculty of Law at Masaryk University in Brno in 2006. He also spent one year of his studies at the Faculty of Law at the University of Lisbon in Portugal, where he also studied Portuguese.

  • Sorainen Helps Merfish Pipe & Supply Recover Funds

    Sorainen has assisted Merfish Pipe & Supply – a US master distributor of carbon steel pipes, fittings and flanges – in asset recovery. The case involved a cross-border criminal investigation into fraudulently transferred funds.

    The firm’s support involved representing the client as the victim of fraud before Latvian judicial authorities. According to the firm, “the duties mainly involved gathering evidence, effectively cooperating with the investigation, and drafting different procedural requests and submissions. Sorainen reacted quickly to successfully ensure the freezing of the fraudulently transferred funds at the Latvian bank where the funds were fraudulently transferred to, therefore effectively securing their recoverability. The investigation is still ongoing, but it is expected that the fraudulently transferred funds will be returned to the client soon.”

    The firm’s team was led by Senior Associate Viktorija Jarkina and Associate Agita Sprude.

  • PRK Partners Advises Komercni Banka on Unique Financing for Charitable Organization

    PRK Partners has advised Komercni banka in connection with unique granting of a project finance loan facility to the Energeia charitable organization, which intends to operate a hydroelectric power plant in Steti, a city approximately 60 km north of Prague, on the Elbe River. The first phase of the transaction was successfully completed in Q1, 2015.

    According to the Energeia website, the organization “combines the world of business and of charitable activities [by investing] in renewable sources of energy, which will then become a perennial source of money, financing the charitable work. Our attitude means that our projects deliver ongoing benefits: money once donated will go on helping for decades. The renewable sources themselves are a great benefit for society and comply with our vision of a beneficial and ethical business. Simultaneously, from a long-term perspective, they represent a stable and returnable investment. We take on both our profitable and non-profitable projects with a sense of responsibility — our world is not only a reservoir of resources, but an environment which we all live in and have our own portion of individual responsibility for; an environment which we’re connected to through innumerable joins and relations that profoundly affect the quality of our life.”

    According to PRK Partners, “this is the first project in the Czech Republic that directly links business and ecology with social, charitable, and educational work.” The firm also reported that, “the fact that the borrower is a charitable organization is, from the Czech loan market’s point of view, very unusual and, as such, it raised many new issues that up till then had never been addressed but which needed to be dealt with in the legal documentation.”

  • Eversheds, Norton Rose Fulbright, Tark Grunte Sutkiene, Arendt & Medernach, and DLA Piper Advise on Financing of Mogo Finance

    Norton Rose Fulbright (NRF), Tark Grunte Sutkiene (TGS), DLA Piper, and Arend & Medernach have advised Mezzanine Management on its provision of EUR 23.3 million of mezzanine finance to support the growth of Mogo Finance (Mogo), a non-bank car financing provider operating in the Baltics and Georgia. Mogo was advised by Eversheds Bitans.

    The deal was funded through Accession Mezzanine Capital III, Mezzanine Management’s third investment vehicle. The fund is backed by institutional investors including the European Bank for Reconstruction and Development and the European Investment Fund.

    The funds in the deal are earmarked for developing Mogo’s operations in other countries within Central and Eastern European. Mogo is currently the market leader in the Baltics, and it employs more than 200 people working in 28 branches in 26 cities in Lithuania, Latvia, Estonia, and Georgia, operates with more than 500 car dealerships, and has a loan portfolio in excess of EUR 38 million comprising 20,000 cars. Mogo Finance is one of the fastest-growing non-bank car financing companies in the Baltics and Georgia. It offers its clients standard financial leasing as well as loans secured with a vehicle owned by the client.

    Mezzanine Management is an exclusive advisor to the Accession Mezzanine Capital group of funds, whose total commitments exceeded half a billion euros. The company has been operating in Central and Eastern Europe since 2001 through its offices in Vienna, Warsaw, Bucharest, Budapest, and Kiev.

    “We look forward to working with Accession Mezzanine Capital III to continue to grow our business,” said Jekabs Endzins, board member of Mogo. “The investment of such a global and reputable investment fund is a strong vote of confidence for Mogo, its shareholders, employees and current strategy. Our new partnership lays down solid foundations for further expansion of the group, and reinforces our belief in our business strategy.”

    Franz Horhager, the Founding Partner of Mezzanine Management, commented: “We constantly map the market and have seen the Baltics become more attractive and thus active in recent years. The development of the economies there has made the region more interesting for us, evidenced by our signing two deals there in four months. The latest, in Mogo, is in a sector we know well, having backed Masterlease in Poland previously. We believe our experience in this segment combined with the strength of Mogo’s management team means we can work well together in achieving the business’s growth ambitions.”

    Tark Grunte Sutkiene provided legal services to Mezzanine Management throughout the process, drafted all necessary transaction documentation, and advised on regulatory issues. The pan-Baltic and Georgian team was led by Latvian Partner Andra Rubene and Associate Ivita Samlaja. Senior Associates Allar Aru and Tanel Kuun provided Estonian coverage, while Associate Partner Deimante Korsakaite and Senior Associate Marius Matiukas ensured Lithuanian coverage. 

    The Eversheds Bitans team that advised Mogo Finance was led by Senior Partner Maris Vainovskis, who was assisted by Lawyer Toms Purins.

    Mezzanine Management was also advised by Deloitte, while Mogo received financial advice from Porta Finance.

    In February of this year Raidla Lejins & Norcous — an alliance of Baltic firms which have since split into two new alliances (reported on by CEE Legal Matters on May 19, 2015) — advised Mezzanine Management on the fund’s EUR 7 million investment in commercial refrigeration business Freor (reported on by CEE Legal Matters on Februrary 9, 2015).

  • Bondoc & Asociatii Helps Fondul Proprietatea Secure Credit Facility From Citibank

    Bondoc & Asociatii has assisted Fondul Proprietatea, as borrower, in connection with a revolving committed credit facility of RON 500 million (approximately EUR 111.4 million) granted by Citibank Europe PLC Dublin – Romanian Branch.

    Fondul Proprietatea is a joint stock company operating as a closed-end investment company without a set lifetime, incorporated in Romania, and trading on the Bucharest Stock Exchange since January 2011. The Fund was established by the Romanian Government in 2005 and eligible claimants who lost property under former communist governments were awarded shares in the Fund in lieu of compensation. Its portfolio is managed by Franklin Templeton Investment Management Ltd. United Kingdom, a fully-owned subsidiary of Franklin Templeton Investments, acting primarily through its Bucharest Branch. According to Bondoc & Asociatii, this was the first credit facility accessed by Fondul Proprietatea for general corporate use, including share buyback.

    The Bondoc & Asociatii team advising on the project was led by Banking & Finance Partner Simona Petrisor and included Associates Mihaela Vochineci and Codrin Mihaila.

  • Disclosure of Beneficial Ownership of Companies in the EU Member State Public Registers

    Disclosure of Beneficial Ownership of Companies in the EU Member State Public Registers

    On 20 May 2015 the European Parliament adopted on second reading the fourth directive addressing the threat of money laundering, i.e. the Directive of the European Parliament and of the Council on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing (the ‘AML Directive’) which is expected to be published in the Official Journal by the end of July 2015 and will enter into force twenty (20) days after publication.

    The new AML Directive will repeal entirely Directive 2005/60/EC which currently regulates the anti-money laundering rules in the European Union. Within two (2) years after entering into force of the new AML Directive the Member States shall adopt appropriate legislation to comply with the new anti-money laundering measures.

    Ultimate Beneficial Owners Registers

    Among other rules, the new AML Directive envisages mandatory provision of information about the ultimate beneficial owners of companies (and trusts) incorporated in a Member State that will be registered in a public database. Access to such public registers will be provided not only to the competent authorities and the entities that shall conduct customer due diligence under the AML Directive but also to any other “person or organisation that can demonstrate a legitimate interest” (e.g. with respect to money laundering, terrorist financing, corruption, tax crimes and fraud). 

    To ensure appropriate data protection measures the AML Directive limits the access of persons that have legitimate interest to the name, month and year of birth, nationality and country of residence of the beneficial owner as well as the nature and extent of the beneficial interest held by the beneficial owner. Such access could also be subject to an online registration and payment of administrative costs.

    The recitals to the AML Directive elaborate that information about beneficial ownership shall be collected from the widest possible range of legal entities established in the European Union (‘EU’). The identification of the beneficial owners should further extend to entities that own other legal entities, where relevant, up to the natural person(s) who ultimately exercise control. 

    Under the AML Directive the following persons are deemed as beneficial owners of corporate entities:

    • the natural person(s) who exercise control through direct or indirect ownership of a sufficient percentage of shares, whereas a shareholding of 25% plus one share or an ownership interest of more than 25% are considered sufficient to qualify as a beneficial owner. The Member States are, however, entitled to determine lower ownership percentage as an indication of control; or
    • in case no beneficial owner could be identified on the basis of the criteria under the above paragraph – the natural person(s) who hold the position(s) of senior management official(s).

    In the case of trusts, the information about beneficial ownership includes the settlor, the trustee(s), the protector (if any), the beneficiaries and any other natural person exercising ultimate control over the trust through direct or indirect control. 

    Recent National Initiatives

    United Kingdom (UK)

    On 26 March 2015 the UK Parliament passed into law an act providing for establishment of a central public register of natural persons who exercise control over companies incorporated in the UK. The act will not apply to limited liability partnerships and companies listed on a regulated market which are already subject to equivalent requirements. 

    By virtue of the new act UK companies shall disclose beneficial ownership information in a public database as of 1 April 2016. By virtue of this act the UK has already transposed the major requirements of the new AML Directive regarding provision of beneficial ownership details.

    The UK Government is also encouraging its overseas territories to consider the establishment of similar beneficial ownership databases.

    Bulgaria

    In 2014 the Bulgarian Parliament adopted an act regulating the economic and financial relations between the State and companies registered in tax havens or their affiliates (the ‘Offshore Act’). The Offshore Act regulates, among other measures, the disclosure of beneficial ownership information of certain companies incorporated in tax havens in the Bulgarian Commercial Register which is publicly available subject to registered access.

    The adoption of the new AML Directive may used by the Bulgarian Parliament as a legal ground to further enlarge the scope of the Offshore Act to companies which are not commercially or financially related to the State.

    By Richard Clegg, Partner, and Iva Georgieva, Associate, Wolf Theiss Attorneys-at-Law

  • Wilson & Partners Promotes New Partner in Prague

    Wilson & Partners has promoted lawyer Jan Krakora to Partner in its Prague Office.

    Since joining the firm, Krakora has focused mostly on financing issues, and has worked for many of the country’s biggest banks and real estate developers, among others. In addition, he has dealt with many M&A and general corporate issues as well as selected antitrust matters. He originally joined Wilson & Partners as a Senior Associate in 2007 and was promoted to Senior Counsel in 2010. 

    Previously he worked for Linklaters, initially in the firm’s Czech office. He transferred to the Linklaters’ Brussels office for a short secondment in 2003, when he worked in the firm’s corporate/EC and competition departments. 

    He obtained his Master’s in Law from Charles University in Prague in 2001.

  • White & Case and Weil Advise on Fleet Holding’s Sale of Interest in Prime Car Management

    White & Case has advised the Global Coordinators, Joint Bookrunner, and Co-manager, on the PLN 301 million (approximately EUR 72.3 million) sale by Fleet Holding S.A., a company under the control of Abris CEE Mid-Market Fund, of 7,145,304 shares representing 60 percent of the share capital in Prime Car Management S.A. through an accelerated book-building. Weil Gotshal & Manges advised Fleet Holding on the sale.

    The Global Coordinators were Banco Espirito Santo de Investimento S.A Branch in Poland, Bank Zachodni WBK S.A., and ING Securities S.A., while Wood & Co Financial Services A.S. S.A. Branch in Poland served as Joint Bookrunner, and Dom Maklerski mBanku S.A. was Co-manager.

    The offer was addressed to institutional investors in Poland and other jurisdictions outside the US in accordance with Regulation S of the US Securities Act of 1933.

    Prime Car Management is the parent company to a capital group operating on the car fleet management market in Poland under the Masterlease brand. Apart from the parent company, the Company’s group includes the Futura Leasing S.A., Masterlease sp. z o.o., and Futura Prime sp. z o.o. companies.

    White & Case Warsaw-based Partner Marcin Studniarek and Associate Michal Petz and London-based Partners Doron Loewinger and Inigo Esteve led the firm’s team on the deal.

  • Tark Grunte Sutkiene Successful for Ukio Bankas in Dispute With Commerzbank

    Tark Grunte Sutkiene (TGS) has successfully represented BAB Ukio Bankas in a dispute with the German bank Commerzbank AG regarding the ability of Lithuanian companies in bankruptcy to apply for debt recovery from foreign contractors in Lithuanian courts, thus significantly reducing the costs of such cases.

    According to a TGS statement, “the case was unique because according to the previously formed case law of the European Court of Justice and the Supreme Court of Lithuania, in order to recover debts from foreign contractors Lithuanian companies in bankruptcy had to apply to courts in foreign countries, thus incurring significant costs.”

    The successful result allows Ukio Bankas to defend its rights in courts of the Republic of Lithuania, thus — according to TGS — “reducing incurred financial costs and significantly increasing the likelihood of winning the case.”

    Ukio Bankas was a major Lithuanian bank before its activities were suspended and it was put under administration due to liquidity problems in February 2013. Subsequently, the State Deposit and Investment Insurance Fund reached an agreement with AB Siauliu Bankas, a Lithuanian bank with the EBRD among its major shareholders, for Siauliu Bankas to take over all of Ukio Bankas’ state-insured deposits and the corresponding amount of assets, with the total value of approximately EUR 780 million.

    The TGS team representing Ukio Bankas included Associates Vytautas Gelezinis and Associate Tomas Bairasauskas.