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Wolf Theiss has represented J-Trading in its acquisition of a 100% share in Atlantic Bluefin Tuna farm Kali Tuna from Baja Aqua Farms, a Mexican subsidiary of Umami Sustainable Seafood, for YEN 1.2 billion (approximately USD 10.2 million).

The transaction closed on February 27, 2015. The agreement was also signed with the Tokyo-based Integral Partners Corporation private equity fund, which assisted J-Trading in financing the deal. While specific terms of the deal  are confidential, Zagreb-based Wolf Theiss Attorney Sasa Jovicic emphasized that “it was carefully structured so that the transition does not interfere with the 2014 harvest,” which meant that “the entire transaction took a bit longer than is customary for transactions of that size.” Finally, Jovicic noted, “as a part of the transaction, [Kali Tuna] cleaned up much of its debt and restructured the remaining financing, which is one of the reasons the owners are confident going forward. The company will also retain most of its key local personnel.”

Kali Tuna, which was established in 1996, is located in the Adriatic, and consists of six farming sites between Croatia’s Dalmatian Islands. The acquisition of the tuna farm has been received with great enthusiasm and media coverage in Japan, where Pacific Blue Fin tuna is prized, and increasingly difficult to obtain. 

“Kali Tuna is exceptional in the way a Croatian deal has generated such a buzz in Japan,” said Ron Given, Managing Partner of the Zagreb branch of Wolf Theiss, explaining the significance of the deal. “A reason for this is that the Japanese absolutely love Pacific Blue Fin Tuna for their sushi and in recent years supplies have been limited. Finding a quality alternative source in Croatia is wonderful news. I am sure this deal has done more to put Croatia on the map in Japan than all of the government’s tourism advertising! The Wolf Theiss team has been delighted to not only help our client succeed but to also participate in bringing  the two countries a bit closer together.”  

Wolf Theiss was the only law firm at the table, as Baja was represented in negotiations by the company’s director, American lawyer Tim Fitzpatrick. J-Trading also received financial advice from KPMG.

Wolf Theiss’s work consisted of a due diligence exercise (led by Split-based Wolf Theiss attorney Dora Gazi Kovacevic, supported by Silvije Cvjetko) followed by transactional structuring, negotiating the deal, and documenting the entire transaction (led primarily by Jovicic, with Katarina Kezic supporting him).

Kateryna Gupalo has joined Arzinger Law Office as counsel and head of Tax and Customs Disputes as well as White Collar Defence practices.

Gupalo’s experience will make Arzinger’s expertise more attractive for clients in these areas and thus allow the company to greatly strengthen the practices’ positions on the market. Prior to joining Arzinger, Kateryna practiced tax law at a leading Ukrainian law firm. Kateryna’s many years of expertise involve representation of national companies as well as of companies with foreign investments in more than a hundred court disputes with tax and customs authorities.The relevant companies include, in particular, Ukrainian subsidiaries of multinational grain-trading companies and other agribusiness representatives as well as food, timber processing and construction companies, etc.

Due to her understanding of the relevant business processes Gupalo can effectively defend our clients’ companies in criminal proceedings against officials in pre-trial investigations as well as in trials proper. Apart from that, Gupalo has extensive expertise in the area of appeals against regulatory acts by administrative procedures.

This article is powered by our friends at UJBL. The articles were originally published here.

American litigator Mark Skilling has moved from the Akinci Law Office in Istanbul to BASEAK — the firm associated with Dentons in Turkey — where he becomes a Partner in the firm’s dispute resolution practice.

Skilling got his degree from the University of San Francisco School of Law in 1986, then focused on civil litigation for 12 years at two well-known firms in the Bay Area. He moved to Istanbul in late 1998, and in May of 2000 he began working at a local firm — McD Danismanlik — on a variety of commercial projects for Turkish clients doing business in the Republics of Georgia, Macedonia, and Moldova. A year later he left that firm and began dividing his time between Istanbul and the US to assist with the defense of his brother Jeffrey Skilling, the former CEO and President of Enron, in the many lawsuits brought against him following Enron’s collapse. In April 2011 Skilling returned to Istanbul full-time and began working with the Aksan law firm, and a year later he left Aksan to join Akinci, the highly-regarded Turkish Arbitration boutique.

In a special note to CEE Legal Matters, Skilling says that he is “thrilled to be a part of [BASEAK].” He explains that, “we believe by putting together a practice team here on the ground in Turkey that includes lawyers with both common law and civil law backgrounds we are now within striking distance of having the strongest and most effective Turkish international arbitration practice. I will be working, of course, to build that practice as well as devoting time to assisting with BASEAK’s cross-border transactional work.”

EPAP Ukraine has advised Credit Suisse and Morgan Stanley as joint dealer managers on an exchange offer for USD 500 million 7.875% guaranteed notes due 2016 issued by Ferrexpo Finance plc. The exchange offer completed on February 24, 2015.

Ferrexpo is a Swiss-headquartered iron ore company with assets in Ukraine. It has been mining, processing, and selling iron ore pellets to the global steel industry for over 35 years. The Group is the 5th largest supplier of pellets to the global steel industry and the largest exporter of pellets from the CIS. Ferrexpo is listed on the main market of the London Stock Exchange under the ticker FXPO.

Ferrexpo Finance issued USD 160,724 million 10.375% guaranteed amortizing notes due 2019 in the course of restructuring of the existing USD 500 million 7.875% guaranteed notes of due on April 7, 2016. The new bonds are guaranteed by Ferrexpo plc, Ferrexpo Middle East FZE, and Ferrexpo AG, they benefit from the suretyship of Ferrexpo Poltava Mining, and they were issued under Regulation S and Rule 144A of the U.S. Securities Act of 1933. 

EPAP Ukraine also advised UBS, J.P.Morgan, and Morgan Stanley, the joint lead managers on the original issue earlier in April 2011.

The firm’s team was led by Partner Roman Stepanenko, and included Senior Associate Kateryna Oliynyk and Associate Oleksii Latsko.

Editorial Note: Following the publication of this article, Avellum Partners announced it also acted as the Ukrainian counsel to Ferrexpo on the matter. The team consisted of Partner Glib Bondar, with support from Associates Artem Shyrkozhukhov, Olena Polyakova, Taras Dmukhovskyy, Anna Melnychuk, and Orest Franchuk.

CHSH Cerha Hempel Spiegelfeld Hlawati has advised the leading British outsourcing group Capita on Austrian elements of its acquisition of Avocis, a customer contract management company with a strong position in the DACH Region, for a purchase price of EUR 210 million. Addleshaw Goddard was global counsel for Capita, and the Zurich-based Bar und Karrer law firm represented Avocis.

The transaction closed on February 28, 2015.

CHSH’s corporate transactions team, which was led by Managing Partner Clemens Hasenauer and included Partner Harald Stingl, was responsible for all Austrian legal aspects of the transaction, including corporate/M&A, commercial, employment and data protection law. Hasenauer and Stingl were assisted by CHSH attorneys Bernhard Wychera and Susanne Molitoris. 

Skrastins and Dzenis has been involved in a legal research and due diligence project commissioned by the EBRD to assess the availability of long term financing and the contours of the legal framework applicable to the operation of Energy Services Companies and energy efficiency projects related to a significant renovation of residential buildings from the Soviet period in Latvia.

The firm’s team was headed by Partner Verners Skrastins and included Associates Andra Berzkalne, Linda Purenkova, and Daina Bukele.

In a case which has been covered closely by the Russian media, MZS has won a major decision in the Arbitrazh Court of the City of Moscow on behalf of its client Sistema JSFC.

On February 16, 2015, the Court awarded Sistema RUR 70.7 billion (approximately EUR 1.1 billion, as of March 5, 2015) — which MZS described as  “a record amount as damages” — against LLC Ural-Invest, which the Court found Sistema had incurred as a result of forfeiture of OJSC Bashneft shares. According to MZS, “the court has in parallel issued a freezing order in respect of LLC Ural-Invest money and other assets.”

Schoenherr advised Telekom Slovenije on its acquisition of Slovenian mobile virtual network operator Debitel telekomunikacije from sellers ACH, Adria Mobil, and Svema Trade. Ljubljana law firm Miro Senica & Attorneys advised the sellers.

The deal, which was announced on February 27, 2015, will be concluded after obtaining required merger control approvals. The parties agreed not to disclose further details, including the purchase price amount, until that time.         

According to a Schoenherr statement, “the Telekom Slovenije Group is among the most comprehensive communication service providers in South-Eastern Europe. In addition to being the main national telecommunications operator in Slovenia, it also operates through its subsidiaries on other markets of South-Eastern Europe. Founded in 1998, Debitel currently has 90,000 users, making it the fourth-largest wireless provider in Slovenia.”

Ljubljana-based Partner Marko Prusnik, who led Schoenherr’s team on the matter, commented on the transaction: “It is a great pleasure for us assisting Telekom Slovenije on this transaction. Thanks to the exceptional professionalism and efforts of the involved parties and their representatives and advisors, the parties managed to agree on the commercial terms of the transaction and to align the transaction documentation within the shortest possible time.”

Schoenherr Partners Eva Skufca and Christoph Haid were in charge of advising Telekom Slovenije on the transaction’s competition law-related questions and aspects. The firm’s team also included Senior Associate Eva Mozina, Associates Jelena Malnar and Primoz Sega, and Matija Rencelj.

Miro Senica & Attorneys Partner Damijan Gregorc and Attorney Candidate Nejc Novak advised ACH, Adria Mobil, and Svema Trade.

Editorial Note: On October 19, 2015, Scheonherr announced that Telekom Slovenije’s acquisition of Debitel had closed.

Sorainen has advised on the establishment of Junonalt and Roltena currency exchange operators, both among the first five entities to take advantage of Lithuania’s recent liberalization of currency exchange in the cash market.

In November 2014 the Lithuanian Law on Currency Exchange Operators entered into force, opening the gates to all legal persons (with certain restrictions) to provide currency exchange in cash services. Junonalt and Roltena were two of the first five financial institutions established to provide such services. 

The firm’s involvement included establishing the financial institutions, structuring their management and supervisory boards, and preparing internal rules and procedures (including rules on prevention of money laundering and terrorist financing). Additionally, Sorainen represented both currency exchange operators in relations with the Bank of Lithuania — the Lithuanian financial supervisory authority. 

The Sorainen Financial Services & Insurance Sector Group that managed both projects included Senior Associate Augustas Klezys and Associates Arturas Asakavicius and Evaldas Dudonis. 

Kochanski Zieba Rapala & Partners has announced that on February 27, 2015, the Court of Appeal in Warsaw dismissed an appeal filed by former Polish Deputy Prime Minister Roman Giertych in its entirety in a case he brought against KZR&P client Ringier Axel Springer Polska publishing house – the Polish publisher of Fakt, Newsweek, and Forbes, amongst others.

The Court of Appeal examined the case after the Supreme Court returned the case following a cassation appeal by Giertych of the Court of Appeal’s original decision of October 11, 2012.

The case involved Giertych’s claim that comments made by users of Ringier Axel Springer Polska’s on fakt.pl website, under an article entitled, “Giertych wishes to take back immunity from Kaczynski,” violated personal interests. Giertych claimed that Ringier Axel Springer Polska (RASP), as the publisher of an Internet portal, was responsible for those comments, based on general principles arising out of the Polish Civil Code as well as Press Law. He demanded that the offending comments be removed, that apologies be published on RASP’s fakt.pl, interia.pl, and onet.pl websites, and that he be compensated in the amount of PLN 8,000 (approximately EUR 1925).

KZR&P argued that RASP could not be held responsible for the comments based on principles specified in the Act on Providing Services by Electronic Means, as it had not been aware of the allegedly offending comments until it received the official copy of Giertych’s Statement of Claim. The court of first instance agreed with KZR&P’s position.

In its February 27, 2015 Judgment, the Court of Appeal dismissed Giertych’s appeal. In its decision the Court rejected Giertych’s argument that a supplementary opinion from an expert provided evidence that RASP possessed affirmative knowledge about the comments prior to delivery of the official copy of the Statement of Claim, and held that — pursuant to Article 15 of the Act on Providing Services by Electronic Means — RASP was not obliged to check stored/available data, and that its implementation of an automatic system for censorship of abusive language did more than was required by the legislator.

According to KZR&P, the Court of Appeal’s judgment is final and binding.

The KZR&P team was led by Partners Rafal Zieba and Anna Cichonska.