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SMM Legal has announced that its Telecommunications Practice has grown with the addition of a team of 5 lawyers from Netia, the second largest fixed-line operator in Poland.

Partner Joanna Labudzka, who manages the Telecommunications Law practice at the firm — who merged her telco boutique Labudzka Legal with SMM Legal only in June 2014 — explains that the team comes from firm client Netia, which decided to outsource all its legal services to SMM Legal. The entire Telecommunications Law practice of SMM Legal is located in the firm’s Warsaw office.

The five lawyers moving over from Netia’s legal and regulatory department are: Lukasz Bielak, Rafal Zielinski, Lukasz Piatek, Patent attorney Miroslaw Zdunczuk, and Konrad Twarowski. With their addition, the Telecommunications Practice at SMM Legal now grows to 9, with one additional economist and regulatory expert.

Burcu Sener Sozer is the Head of Legal at Aygaz, Turkey’s 7th largest industrial organization, which brings together the energy firms of the Koc Group outside the oil and refinery sector, and which has a subsidiary portfolio ranging from LPG trade to electricity and natural gas. Sener joined Aygaz in 2011, after 13 years in private practice at several top tier Turkish law firms. We spoke to her about her career.

For interviews with other Turkish Heads of Legal, make sure to check out the Market Spotlight on Turkey in the February 2015 issue of the CEE Legal Matters magazine.

B.S.S.: I believe I was very fortunate to have learned English as a second language at high school, so I had the opportunity to work for great law firms from early on in my career. Since I started my compulsory internship in 1997 with Cakmak Avukatlik Burosu, which is affiliated with White & Case, I have worked mostly as an M&A attorney, involved in various aspects of Turkish law and practiced law both in Turkish and English. Upon completion of the internship, I started working for Herguner, Bilgen & Ozeke and worked with international contracts, joint ventures, and mergers & acquisitions, and I decided to explore corporate law more in depth and from a different perspective so I decided to get an LL.M. degree from a school in the US. I completed my LL.M. at the George Washington University Law School in 2001, and when I returned to Turkey, I began to work as a senior attorney with Taboglu & Demirhan – a boutique law firm mainly involved in corporate law, M&A, and privatizations, – where I enjoyed working on complex legal issues and sophisticated deals. Although the intense experience and complexity of M&A deals were always appealing, I opted to accept the in-house role at Aygaz in early 2011.

B.S.S.: Frankly, I had not thought about moving in-house until I had my daughter. I left Taboglu & Demirhan in early 2010 and took a sabbatical of almost a year to spend with her. When I returned to work, I started searching for a more balanced way of life, which led me to considering in-house positions. Being in-house is also a unique opportunity to be actually involved in the decision-making process, which I wanted to explore personally as well. The opportunity at Aygaz was quite fascinating, as the role provides exposure to very extensive areas of law: corporate law, LPG legislation, consumer law, dealership agreements, and complicated business transactions in both the LPG and natural gas sectors, to name a few. As the leading LPG distributor in Turkey, Aygaz is involved in all LPG processes, including production, procurement, storage, and filling, and that reflects in our day-to-day work. I am involved in all types of contracts, litigation, legal advice, and compliance aspects of all those processes and that is very exciting.

B.S.S.: Although I do not miss much of private practice, I have to admit that I sometimes miss the  rush that comes with M&A deals.  Especially if it was a new sector or a new area of law, the learning process in the limited time-frame was quite thrilling at times. Luckily, I am involved in M&A projects for Aygaz so I still have that zest in my work-life.

B.S.S.: Before I joined Aygaz, the role of the legal counsel in Aygaz was changing to require someone to assist the Management in potential M&A deals and complicated legal aspects of business life in Turkey.  I believe my experience in M&A deals and my enthusiasm for re-structuring of the Legal Department in Aygaz were in line with the expectations of the Management.

B.S.S.: We are a small team of 5 lawyers and 1 support staff in Aygaz’s Legal Department, supporting both Aygaz and its subsidiaries. Apart from one associate working solely on Competition Law, we all are involved in both litigation and consultancy, each one of us in different levels. We try to develop the team members as generalist professionals, although the work requires us to specialize in one field more than the other.

B.S.S.: Actually it depends on the role we are hiring for. For example, when we are hiring for a consultancy role, I prefer to have a private practice background and exposure to various types of legal issues. That may not be the case if we were looking for a litigator, which requires extensive knowledge of Turkish LPG legislation.

B.S.S.: We are still sharpening our skills and practices in the team. Last year, we started developing in-house software in collaboration with the IT team of Aygaz that will enable us to organize, record, and report on all the types of work we are doing in the Legal Department. We hope to be in a position to use all the modules by the end of this year.

B.S.S.: In specific projects when we require assistance of outside counsel, we mainly select them on a project-specific basis, based on their experience, anticipated added-value, and overall proposals.

B.S.S.: In recent years, the Turkish Code of Obligations and the Turkish Commercial Code have been widely amended, and we spent a great deal of time adapting to the requirements of the new Codes and related legislation, which have led us to assess and re-design a variety of aspects of our business. Particularly for Aygaz, we also had to comply with the requirements of the new Capital Markets Law and secondary legislation. 

B.S.S.: My favorite place in Istanbul is Ortakoy by the Bosphorus. The small plaza is facing one of the greatest views of Bosphorus and a walk by the spectacular Buyuk Mecidiye Mosque and small shops and restaurants are always a delight and uplifting for me.

 

Raidla Lejins & Norcous has represented Eurovia Lietuva in a claim against the Ukmerge Municipal Administration for what the company claimed was an unlawful exclusion from participating in a public procedure for the award of a public contract for works of remediation of contaminated areas at a Ukmerge military site.

In April 2011 the Vilnius Regional Court found that the Municipal Administration had wrongfully excluded Eurovia Lietuva from the public procurement procedure. In 2013 the Supreme Court of Lithuania remitted the case back to the Court of Appeal of Lithuania, which by its ruling of May 14, 2014 awarded the company its claimed lost profits.

The Court of Appeal of Lithuania issued a definitive decision ordering the Municipal Administration to pay AB Eurovia Lietuva its lost revenue and litigation costs.

Raidla Lejins & Norcous’ legal advice included drafting procedural documents and representing the client in all pre-litigation procedures and throughout litigation. The team was led by Raidla Lejins & Norcous Managing Associate Jolita Rima Puskoriene, the Head of the firm’s Public Procurement Practice Group.

In December 2014, CEE Legal Matters reported on the sale of Volksbank Romania to Banca Transilvania, the country’s third largest bank.

As reported at the time, Schoenherr represented the selling shareholders — Oesterreichische Volksbanken-AG, Groupe BPCE, DZ Bank AG, and WGZ Bank — while Peli Filip advised Banca Transilvania on the acquisition. 

We reached out to Bogdan Plesuvescu, the Chief Legal Officer of Banca Transilvania, for comment on the deal.

Banca Transilvania and Peli Filip teamed up in several strategic projects of the utmost importance, as the one closed in December 2014. An outgrowth of such team work was the fact that Peli Filip has become accustomed to the culture of Banca Transilvania, which is the main driving factor of our success in the latest years.

As previously mentioned, we teamed up throughout the process. Given the specifics of such transaction, where everything has to be completed in a few months, there was no other choice then to work together. Except for the due diligence in the “red part” of VDR, considering the restrictions imposed by the seller, Peli Filip led the rest of the process with our full involvement, dedication and support.

Closing deals of this size, of course, require lots of negotiations, and offer multiple challenges and surprises. The one under discussion was no different: lots of challenges, pressured decisions, and unexpected developments before the execution of the SPA. The Lock Box Concept introduced by the sellers’ representatives in the middle of the negotiations was one tough challenge. We picked up the gauntlet and, with the help and advice of Peli Filip, we managed to overcome the gap by proposing a Code of Conduct for the “Target”, allowing us to receive at the Closing the same “box” as priced in our consideration.

For the regulatory aspects of the transaction, we again, decided to team up with Peli Filip and we shared the efforts: Peli Filip is leading the Competition Council filing process, while, for the National Bank of Romania, we decided to file the documentation with in-house resources.

Once the acquisition is finalized, the legal team of BT will face a tough challenge, considering the high numbers of consumer litigation files currently in court against Volksbank Romania. Nonetheless, here in Banca Transilvania, we pride ourselves on having very high standards in consumer rights. Thus, we are confident that our standards will prevail and, together with our retail business team, we will provide our new customers with reasonable and rational solutions, equitable for both parties, restoring trust in the long-time challenged client-bank relationship.

Jadek & Pensa Partner Bostjan Spec has announced that, after almost 15 years, he has left the Slovenian firm to open his own office.  

According to his new website, Spec specializes in corporate and commercial law, as well as “financial instruments law, derivatives, ISDA Master Agreements, GMRA Master Agreements, EFET Master Agreements, financial collateral, banking and stock exchange transactions, regulatory work relating to credit and financial institutions, insurance undertakings, investment firms and funds, tax, insolvency law, international private law, M&A, arbitration, and immigration law.” He is also on the list of arbitrators of The Ljubljana Arbitration Centre at the Chamber of Commerce and Industry of Slovenia.

Spec obtained his law degree from the Faculty of Law at the University of Ljubljana in 1995, and then obtained an LL.M. from the Georgetown University Law Center in the United States in 1998.

For the time being, Spec reports, he is working solo, but he “definitely” plans on growing.

CMS has advised Clarion Capital Partners, a New York-based middle market private equity firm, on its acquisition of a majority interest in the Moravia IT global localization and translation business. Other firms advising Clarion included Paul, Weiss, Rifkind, Wharton & Garrison, and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo. Moravia was represented by the UK-based Kemp Little law firm.

N M Rothschild & Sons Limited provided debt advisory services. Ceska sporitelna, part of the Erste Group Bank, and Komercni banka, part of the Societe Generale Group, jointly arranged the acquisition financing for the transaction.

Moravia was founded in 1990 by Eva and Rudolf Forstinger, life-long translators, in Brno, in the Czech Republic. The company was initially founded as a translation agency to provide translation of technical documentation, sworn translations and conference interpreting. By 2014 the company’s revenues exceeded USD 100 million, making the translation and localization company the first in the language services industry to achieve the hundred-million–dollar milestone through organic growth alone. That year, Moravia expanded its staff in each of its major global locations, and relocated to new offices in Nanjing and Seattle, while adding satellite offices in Brno and and Rosario (in Argentina).

“This is a major milestone for Moravia, a company my parents founded 25 years ago and which I led in various positions over the years,” said Katerina Janku, Moravia’s co-founder and co-owner. “I remain committed to Moravia as a significant shareholder and look forward to working with Clarion as a member of the Board of Directors of the newly formed holding company that will own Moravia, helping to take the company to the next stage of development.”

CMS advised Clarion on all legal aspects of the transaction, including the due diligence, transaction documents, lease and employment negotiations, financing provided by Erste Bank and Komercni banka, and the implementation of the investment structure. The transaction spanned seven countries: Czech Republic, Hungary, China, US, Argentina, Japan, and Ireland. CMS advised on Czech, Hungarian, and Chinese aspects of the deal, and coordinated the input from the other jurisdictions.

The CMS team was led by Prague-based Corporate Partner Helen Rodwell, and included Partners Lukas Janicek and Ana Radnev, and Associates Barbora Dubanska, Lukas Valusek, Frances Gerrard, and Jakub Tomsej.

Triniti has reported that the claim of Societe des Produits Nestle, challenging the registration of the CHOCA trademark from firm client Naujasis Nevezis, has been dismissed by the Vilnius Regional Court. Nestle, referring to its own earlier European Community registration of the CHOCAPIC and CHOCAPIC DUO trademarks, claimed that Naujasis Nevezis’s CHOCA and “oho! CHOCA” trademarks — used on products in the category of grain, cereal, and bakery foodstuffs — were confusingly similar to its own, and therefore that their registration should be annulled.

The Vilnius Regional Court found no basis to rule on the allegedly confusing similarity of the trademarks, noting that since the trademarks at issue consisted of artificial words without any meaning, they were not comparable semantically and different phonetically, and — after assessing their visual elements (dominant colors, fonts, and layout of words) — found that they were graphically dissimilar as well.  

Naujasis Nevezis was represented by Triniti Partner Vilija Viesunaite and Associated Partner Aurelia Rutkauskaite.

Image source: Razvan Iosif / Shutterstock.com

Gide has strengthened its capital markets practice in Poland with the addition of new Partner Mateusz Chmielewski, who will lead the Capital Markets department in Warsaw. Capital markets lawyer Dorota Jenerowicz will also be joining the firm in early March.  

Chmielewski has advised leading financial companies and institutions on important private and public offerings of shares, bond issues (including high-yield bonds and convertible bonds), as well as medium-term bond programs. He graduated in law from the University of Warsaw and the University of Cambridge. Before joining Gide, he worked for almost three years at Greenberg Traurig in Warsaw (and for 9 months before that at Dewey & LeBouef, before the two offices merged), and before that, for 2 years as a solicitor in the London and Singapore offices of Ashurst.  Chmielewski said: “Gide has a strong international capital markets practice, which is especially dynamic in Europe. I am sure that, through combining our experience and knowledge, we can offer top quality legal services for capital transactions at both local and international levels.”

Dorota Jenerowicz, who Gide describes as “an advocate with extensive experience in capital markets,” also previously worked for Greenberg Traurig in Warsaw.  

“It is with great pleasure that we welcome Mateusz and Dorota to our team,” said Dariusz Tokarczuk, Partner in charge of Gide Warsaw. “I am convinced that their experience and expertise will help us to further develop the capital markets practice in Gide’s Warsaw office, which will henceforth operate as a stand-alone department.”

Papapolitis & Papapolitis has acted as Greek Counsel to Third Point Hellenic Recovery Fund in its 20% investment in the auto-insurer Hellas Direct, in what the firm describes as “currently the only investment initiated in 2015 by an international fund in Greece.” The investment is reportedly worth around EUR 5 million.

American billionaire Daniel Loeb created Third Point to target Greek investments following his 2012 successful bet on Greek bonds (which resulted in a reported USD 500 million profit). 

Hellas Direct, an online car insurance business, was established 2011 by former Goldman Sachs Group bankers Emilios Markou and Alexis Pantazis. Pantazis has commented that despite worries that Greece might have to default on its debts and leave the eurozone, Hellas Direct was attractive as an investment because it was counter-cyclical and because drivers were required by Greek law to carry insurance.

Fort has advised the Elgamos Group on the sale of a 15% stake in subsidiary Elgama-Elektronika — a producer of static electricity meters — to China’s Jiangsu Linyang Electronics, which was advised by Lawin. Jiangsu Linyang also obtained an option to purchase an additional 15% later this year with a call option right to acquire another 36.7% next year.

Jiangsu Linyang Electronics is China’s largest electrical appliance manufacturer. 

Saul Dziugelis, the President of the Elgamos Group (the parent company of Elgama-Elektronika), described the Chinese company’s initial acquisition as: “a positive message to the entire country of Lithuania.” He also asserted that the successful outcome of the transaction shows that the climate between the two countries has improved. Negotiations for the sale of the shares is reported to have taken approximately one and a half years. The value of the transaction was not disclosed.

Partner Mindaugas Zolynas from Fort advised the Elgamos Group, while Lawin Partner Zilvinas Zinkevicius led the team advising Jiangsu Linyang Electronics.