Category: Uncategorized

Serbia does not currently have any separate regulations in place in respect of protection of “personal data” pertaining to legal entities.

It does regulate the protection of natural persons’ data, however, without any particular mention of entrepreneurs. Although it is clear that the Data Protection Act does not apply to company data, the issue is more complex when it comes to entrepreneurs, as they are in essence natural persons performing business activities.

Introduction

Unlike in some European jurisdictions, privacy of legal entities in the Republic of Serbia is not regulated by any separate legislation, except for the aspect of data secrecy in some specific sectors of business such as banking, and protection of information which could be qualified as a business secret. In principle a business secret is commercial information which if disposed of by third parties could bring them an economic benefit. Clearly this does not refer to some usual corporate identification data such as address of seat, corporate ID number etc. On the other hand the data protection of natural persons is regulated under the provisions of the Data Protection Act (“the DP Act”) and its by-laws.

The Serbian DP Act regulates the protection of personal data defining personal data as “data relating to a natural person”. From the general provisions, definitions and principles of the DP Act, it is clear that this act does not apply to the protection of pure company data, and thus such data falls outside the scope of application of the DP Act.

Are Entrepreneurs Natural Persons

Pursuant to the Companies Act, an entrepreneur is a natural person performing a business activity and possessing business capacity. Thus, there is a difference between a “natural person” and “a natural person performing business activities – an entrepreneur”.

Is Personal Data related to Entrepreneurs protected under the DP Act?

Entrepreneurs can start their business activities only once they are registered with the Companies Registry, after which they will be assigned corporate identification and other data such as a corporate ID number, and a tax identification number (TIN) (“Company Data”). Apart from the abovementioned, data such as bank account numbers, swift codes etc, which typically relate only to business activities of entrepreneurs, also fall outside of the scope of the Data Protection Act.

The Serbian DP Act does not explicitly regulate whether the data related to entrepreneurs enjoys protection under the rules of the DP Act. In addition, the Serbian Data Protection Authority (“DPA”) has not issued any official opinion which would provide any clear guidelines in this respect. Therefore, the question of whether personal data relating to entrepreneurs falls under the provisions of the DP Act is rather more complex than it seems.

Pursuant to available legal opinions on the topic, the general interpretation existing in practice confirms that the data of entrepreneurs falls outside the scope of the DP Act, if such data is only correlated to an entrepreneur’s business activity, and not to an entrepreneur’s private life. Still there are certain marginal cases which need to be assessed on a case-by-case basis.

For instance, if an entrepreneur’s private telephone number is also being processed by a data controller within for example business data records, such business data records could be considered to be personal data records at the same time, and therefore should be registered with the DPA in accordance with data protection rules.

Exception from Application of DP Act

Most company data in Serbia is publicly available information (such as business name, registered address, corporate ID no., TIN, bank account number) since such data is published at and in the online Serbian Business Registers Agency, and the registry of the National Bank of Serbia.

Pursuant to the DP Act, data which is available to every person and published in archives, official gazettes, and other publications or organisations, falls outside the scope of the DP Act. Thus, even if one would interpret the DP Act differently, and were to conclude that data of entrepreneurs is in fact personal data, still, based on the aforementioned provisions, such data should be excluded from application of the DP Act unless the interests of a natural person predominantly prevails.

Although there is a lack of official opinion and written guidelines regarding the DPA on this subject, the DPA recently reached the unique unofficial standpoint, which fully confirms our view on the issue at hand. Since data protection practice is still relatively undeveloped in Serbia, this area should be closely monitored as the DPA’s practice will quite probably change in time.

By Milos Lakovic, Partner, and Marija Zdravkovic, Attorney at Law, Schoenherr

Ukraine’s Legal Alliance law firm has represented the interests of GlaxoSmithKline Ukraine before the Antimonopoly Committee of Ukraine and obtained the Committee’s approval for a marketing agreement entered into between several pharmacies and pharmacy chains.  

According to Legal Alliance, after considering the evidence “the Antimonopoly Committee has come to the conclusion that given marketing agreement does not contain any signs of abuse of monopoly and anticompetitive concerted actions conducted by GlaxoSmithKline Ukraine.”

Andriy Gorbatenko, Associated Partner of Legal Alliance, commented that: “We are grateful to GlaxoSmithKline Ukraine for showing great determination and placing its confidence in Legal Alliance. We would also like to express our gratitude to the project team members representing GlaxoSmithKline Ukraine for the fruitful collaboration. In addition, we would like to mention the substantial expertise and due attention to this issue expressed by Antimonopoly Committee specialists. Our joint efforts led to the implementation of the project that only yesterday seemed almost impossible.”

Serbian Competition Commission (the “SCC”) launched an official investigation into alleged price fixing against 26 undertakings on the geodetic services market.

The investigation resulted from an initiative of the Belgrade Land Development Public Agency, after receiving on several occasions what they claim were coordinated bids. The investigation was launched after dawn raids on several locations of the subject undertakings.

The case represents another example of the SCCs focus on public procurement issues, and a good reminder for bidders in such proceedings to make sure that offers are prepared and submitted in accordance with the antitrust legislation.

By Nikola Kasagic, Senior Associate, and Rastko Pavlovic, Associate, SOG / Samardzic, Oreski & Grbovic

Linklaters has advised Turkiye Sinai Kalkinma Bankasi A.S. (TSKB) on a USD 300 million green bond issuance, the first ever green bond from Turkey and only the second within the CEEMEA region. The proceeds will be used for private sector investments in renewable energy, energy efficiency, and other areas that reduce greenhouse gas emissions.

TSKB, rated Baa3 by Moody’s and BBB- by Fitch, has agreed to issue a USD 300 million 4.875% 2021 green bond, the pricing on which tightened significantly during execution and saw a book of USD 3.9 billion — the largest seen for a Turkish FIG issuer since 2014.

Richard O’Callaghan, Capital Markets Partner at Linklaters, who led the firm’s team on the matter, said: “Green bonds are becoming increasingly popular as effective instruments for raising capital on a cost effective basis, especially at a time when conventional investors want to find ways to prove their green credentials. It’s quite a buoyant market at the moment and we’re expecting to see more green bonds from CEEMEA as the sustainability agenda gathers pace in the region. The extraordinary levels of demand seen for the paper, and the tight pricing levels, should make other issuers take notice.”

O’Callaghan was supported by Linklaters Associate Campbell Naylor and Associate Burc Ozcelik. 

Editor’s Note: After this article was published, Paksoy reported that it worked with Linklaters in advising TSKB. The firm’s Capital Markets team acting as local counsel to the issuer was led by Partner Omer Collak, with assistance from Associate Pinar Tuzun.

Sorainen Lithuania has announced that it is partnering with Rise Vilnius, a hub for startups in Lithuania that will be launched by Barclays Group Operations this summer, to “help startups on the road to success by providing legal advice.”

According to Sorainen, “startups based in Rise Vilnius hub will be consulted by global mentors. In addition, hackathons will be organized, along with creativity workshops and other events. Community members will be able to participate in international network programmes, present their ideas to other communities or investors in different Rise locations, and access the knowledge of the global mentors’ network. Membership will also provide the opportunity to physically use hubs in any other city where the community operates.”

The firm describes Rise as “a physical and digital community that provides start-ups and businesses with the connections and resources to create groundbreaking businesses. Rise is open in five cities worldwide: London, Manchester, New York, Cape Town and Tel Aviv.”

Sytnyk & Partners has advised JT International Holding B.V. (Amstelveen, the Netherlands) on obtaining merger clearance from the Antimonopoly Committee of Ukraine in connection with its acquisition of shares in La Tabacalera, S. A. (Santo Domingo, Dominican Republic), that confers 50% of the voting rights in the highest management body of the company.

Japan Tobacco Group is active in the manufacturing and sale of factory-made cigarettes and other tobacco products including roll-your-own and make-your-own tobacco, snus, and cigarillos. La Tabacalera, S. A. is active in the farming, processing, manufacturing and distribution (including export) of tobacco — particularly of factory-made cigarettes and cigars — in the Dominican Republic. 

The Sytnyk & Partners team was led by Managing Partner Denys Sytnyk and included Senior Associate Liudmyla Gorodnycha and Associate Anna Synytsya.

There is not much movement on the Bulgarian market in recent months, according to Alexandra Doytchinova, the Managing Partner of Schoenherr’s Sofia office.

Still, there’s some reason for hope. Doytchinova says that the Bulgarian NPL market — which, contrary to the markets of other neighboring jurisdictions, has been fairly dormant — is expected to pick up soon, also as a result of an asset quality review and bank stress tests initiated by the Bulgarian National Bank, the results of which are expected in August 2016. Doytchinova expects this to be the kick-off for increased NPL sales and a source for legal business in Bulgaria for the next few years. While NPL transactions have not yet started massively, pioneer transactions have already been announced – Schoenherr itself is already working sell-side on the first sizeable NPL portfolio sale for HETA, Doytchinova reports, and other Schoenherr clients are looking at other NPL portfolios for sale.

IT and start-ups are also always good for Bulgaria, though Doytchinova points out that start-ups, working with limited budgets, are rarely able to obtain the external legal advice they would need. Still, she believes many of them are becoming aware of the necessity of doing so, and the more sophisticated start-ups, seeking investment from the United States, United Kingdom, and other western countries, are increasingly looking for quality legal assistance. A number of law firms are assisting start-ups as an investment in future business, even matching their budgets in doing so.

Renewables remain a dead area in the country, Doytchinova says, with no real movement in the sector beyond occasional disputes with the regulator and off-takers who sometimes fail to pay as obligated.

As always, the overarching problem for Bulgaria is the perception of corruption in the judicial system that bedevils attempts to promote and generate investment in the country. The problem doesn’t appear to be any closer to being solved, either, Doytchinova sighs, pointing out that a recent effort to introduce a serious judicial reform widely supported by practitioners failed in Parliament — signifying that the political system is obviously fairly satisfied with the status quo, and causing widely-respected Minister of Justice Hristo Ivanov to resign in frustration.

Editor’s Note: This report is part of our newly-expanded “The Buzz” feature, which provides regular coverage of the events, trends, and developments of significance in and across CEE’s legal markets from the perspectives of the senior lawyers who work within them.

Schnitzer Law has advised Ukraine on the accession process to the World Trade Organisation’s Government Procurement Agreement (the GPA), which the country will become an official member of on May 18, 2016.

According to a Schnitzer press release, the firm “advised Ukraine comprehensively on the GPA during the accession process, within the framework of a project financed by the European Bank for Reconstruction and Development. The accession of Ukraine to the GPA – the most important international treaty on liberalizing national procurement markets worldwide – is ground-breaking in several ways: Firstly, it is remarkable that Ukraine managed to succeed with the GPA accession process despite the current difficult geopolitical circumstances. Secondly, companies from other GPA member countries (for instance, companies registered in one of the EU Member States or the U.S.) will enjoy access to the Ukrainian procurement market according to the terms and conditions as agreed between GPA parties with immediate effect. Thirdly, Ukraine joining the GPA is a clear signal in the fight against corruption in public procurement processes in Ukraine.”

“With Ukraine joining the WTO Government Procurement Agreement we have been able to positively contribute to arguably one of the most exciting projects in the public procurement arena within recent years,” said Schnitzer Managing Director Johannes Schnitzer. “We are particularly proud that we were able to make best use of our legal and strategic expertise for Ukraine during the complex rounds of negotiations in Geneva, which started in 2009.”

“We expect increased participation by foreign companies in tender procedures in Ukraine given the market access opportunities resulting from Ukraine’s GPA accession,” added Of Counsel Oleksandr Shatkovskyi. “Importantly, the GPA guarantees foreign companies effective legal protection.”

Taylor Wessing has announced that, since 2014, it has been providing Salesianer Miettex with legal advice on the purchase of an appropriate land plot to develop an industrial laundry, on acquisition of zoning and building permits, on negotiations with builders and suppliers of technology, and on labour law issues connected with the launch of its operation.

The laundry, located on Panonska street in Bratislava, Petrzalka, began operating at the beginning of May 2016. Taylor Wessing reports that there are 45 employees working in the production part excluding administrative and sales department, and says that there is a plan to increase the number of employees in the production part up to 100 before the end of the year. The facility has a daily cleaning capacity of 48 tons of textiles.

The Austrian group Salesianer Miettex was founded in 1916 as a family enterprise and remainsl under family ownership. The core business is the comprehensive provision of rented textiles for hotels and restaurants, workwear for industry, trade and commerce, and the health services sector. It also offers cleanroom textiles, washroom hygiene, and dust control mats and graphic mats.  The group employs approximately 2200 employees in 9 countries in the Middle and Southeast Europe.

According to Michal Machac, the Executive Director of Salesianer Miettex: “We are proud that the owners of the family enterprise decided to open a new operation in Slovakia when celebrating the 100th Anniversary of establishment of their business. Selecting the partner for legal advice for this undertaking we decided to cooperate with Taylor Wessing based on long-years positive cooperation. We can state that only thanks to the flexible support of the Taylor Wessing lawyers we reached our goal in the desired time limit.“

Taylor Wessing Partner Andrej Leontiev said: “In this case we have had a challenging role as advisors. The aim was to construct a state-of-the-art industrial laundry in a venue with optimal regional logistic connection within the shortest possible time. With our help the client managed to reach this ambitious goal; the construction of this complex technology unit itself took only ‘amazing’ 7 months.“

The Taylor Wessing team consisted of Partner Andrej Leontiev and Senior Associates Milan Cervenka, Iveta Bosiakova, and Jana Olach Kostrabova.

Lavrynovych & Partners has announced that is is cooperating with the Colonnade-Ukraine insurance company, which is owned by Colonnade Finance SARL (Luxembourg).

Colonnade-Ukraine was founded in 1998 under the name QBE Ukraine, as part of the QBE group, as the first international insurer in the national market. At the end of 2015 QBE-Ukraine was sold to the Fairfax group, and renamed the Colonnade-Ukraine.  

The firm’s assistance will be supervised by Executive Partner Stanislav Skrypnyk, assisted by Senior Associate Inna Rydnik.