Category: Uncategorized

  • Paksoy and Hogan Lovells Advise on Murabaha Financing Facility of Turkey’s First State-Owned Islamic Participation Bank

    Paksoy and Hogan Lovells Advise on Murabaha Financing Facility of Turkey’s First State-Owned Islamic Participation Bank

    Paksoy has acted as local counsel to mandated lead arrangers and bookrunners ABC Islamic Bank (E.C.), Dubai Islamic Bank PJSC, HSBC Bank Middle East Limited, and Warba Bank K.S.C.P  on a USD 155 million syndicated Murabaha financing facility of Turkey’s first state-owned Islamic participation bank, Ziraat Katilim Bankasi A.S. (“Ziraat Participation”). Hogan Lovells acted as counsel on English law aspects of the deal.

    The Murabaha financing facility — an Islamic financing structure in which borrower pays in periodic installments, and with a profit margin agreed on by both parties — closed on April 27, 2016. Ziraat Participation started its operations with a banking license granted by the Banking Regulation and Supervisory Agency of Turkey on May 12, 2015.   

    The Paksoy team was led by Partner Sera Somay and Senior Associate Esen Irtem, with assistance from Associate Soner Daglion.

  • White & Case and Baker & McKenzie Advise on ROS AGRO Offerings on London and MICEX Exchanges

    White & Case and Baker & McKenzie Advise on ROS AGRO Offerings on London and MICEX Exchanges

    White & Case has advised J.P. Morgan, UBS, and VTB Capital as joint global coordinators and joint bookrunners on a USD 250 million, Rule 144A/Regulation S equity offering by ROS AGRO PLC of global depositary receipts listed on the London Stock Exchange and MICEX Stock Exchange. Baker & McKenzie and Harneys advised ROS AGRO PLC on the matter.

    ROS AGRO PLC, together with its subsidiaries, is a Russian vertically integrated diversified food producer. According to White & Case, the transaction marks the first London listed equity capital markets offering by a Russian business since October 2015.    

    The White & Case team advising on the transaction was led by Partners Doron Loewinger (London), Darina Lozovsky (London/Moscow), and Inigo Esteve (London), as well as Local Partner Dmitry Lapshin (Moscow), with support from Moscow-based Associates Amulang Povaeva and Yulia Petelina.  

    The Baker & McKenzie team consisted of Moscow-based Partner Dmitry Dembich and Associates Olga Ehrman and Adil Guseynov, and London-based Partners Edward Bibko and Roy Pearce, Special Counsel Roger James, and Associate Sahar Kianfar.  

    Harneys did not reply to our inquiries on the matter. 

  • Sales Star Wanted for Growing Publication and Conference

    Sales Star Wanted for Growing Publication and Conference

    CEE Legal Matters (www.ceelegalmatters.com) is a print and online publication for and about lawyers in Europe’s emerging legal markets.

    CEE Legal Matters features news, interviews, analysis, opinion, and more. We also host conferences and round-tables and produce special reports on fees, salaries, and other subjects of interest to lawyers in the region. Our mission is to be the go-to source of information about lawyers and legal markets in Central and Eastern Europe. 

    Position Summary

    We are looking for a sales expert to identify and reach out to potential advertisers and increase advertising revenue in both print and online as well as securing sponsorships for various conferences and round tables across CEE. Effective key account management will be a critical component of the role. We are an entrepreneurial/start-up organization and are looking for team members keen to grow in their roles along with our company.

    Essential Duties and Responsibilities

    • Initiate and maintain contact with actual and prospective advertisers and sponsors to inform them of ongoing and new opportunities?
    • Maintain regular contact and establish good relationships with client marketing representatives to alert them to advertising, editorial, and sponsorship opportunities
    • Work with Managing Directors to conceive and implement new and creative advertising opportunities, initiatives, and campaigns
    • Maintain a thorough CRM database 
    • Serve as primary contact to client marketing representatives?
    • Meet sales and business development targets on an ongoing basis

    SKILLS

    • Excellent sales and business development skills
    • Telephone communication skills
    • Excellent customer service 
    • Ability to convince and motivate customers and “closing skills”
    • Communication skills, both written and verbal
    • Ability to focus, prioritize, and plan own work

    EXPERIENCE

    • Experience in a sales-focused function is highly recommended, but not critical. Experience in customer-care would also be an advantage
    • Previous sales and service experience from the B2B environment would be an advantage 
    • Familiarity with legal industry and law firms would be an advantage
    • Familiarity with business development in publishing and online contexts would be an advantage 
    • Willingness and ability to spend substantial amounts of the time on the phone, describing our platform, highlighting the opportunities, and engaging productively with a sophisticated clientele.

    ATTRIBUTES

    • Highly motivated
    • Eager/ambitious
    • Persistent
    • Detail oriented
    • Entrepreneurial spirit
    • Flexible
    • Creative
    • Action oriented; pragmatic “getting things done” attitude

    LANGUAGES

    • Excellent English
    • Other CEE Languages are a plus

    Location: Budapest

    Reports to: Managing Directors & Head of Operations

    How to apply

    Candidates should send an English resume/CV and cover letter to radu.cotarcea@ceelm.com

  • Conference Producer

    Conference Producer

    CEE Legal Matters (www.ceelegalmatters.com) is a print and online publication for and about lawyers in Europe’s emerging legal markets.

    CEE Legal Matters features news, interviews, analysis, opinion, and more. We also host conferences and round-tables and produce special reports on fees, salaries, and other subjects of interest to lawyers in the region. Our mission is to be the go-to source of information about lawyers and legal markets in Central and Eastern Europe. 

    Position Summary

    This is not an Event Planner position

    We are looking for an energetic, ambitious, and smart person, ideally with an understanding of the legal services industry, to work alongside our Editors in organizing high-performing Conferences geared towards the legal sector. The Conference Producer will support our team both in identifying potential thought leaders in the industry to invite as speakers and support the BD functions related to the conferences. We’re looking for a highly autonomous and self-motivated individual. At the same time, we are an entrepreneurial/start-up organization and are looking for team members keen to grow in their roles along with our company.

    Essential Duties and Responsibilities

    • Initiate and maintain contact with actual and prospective advertisers and sponsors to inform them of ongoing and new opportunities?
    • Maintain regular contact and establish good relationships with client marketing representatives to alert them to advertising, editorial, and sponsorship opportunities
    • Work with Managing Directors to conceive and implement new and creative advertising opportunities, initiatives, and campaigns
    • Maintain a thorough CRM database 
    • Serve as primary contact to client marketing representatives?
    • Meet sales and business development targets on an ongoing basis
    • Requirements

    SKILLS

    • Excellent telephone communication skills
    • Strong research skills
    • Ability to identify, convince, and motivate high-profile speakers for our conferences
    • Communication skills, both written and verbal
    • Ability to focus, prioritize, and plan own work

    EXPERIENCE

    • Experience in a conference production (Not event planning)
    • Previous sales in the B2B environment would be an advantage 
    • Familiarity with legal industry and law firms would be an advantage

    ATTRIBUTES

    • Highly Autonomous
    • Self-motivated
    • Eager/ambitious
    • Persistent
    • Detail oriented
    • Entrepreneurial spirit
    • Flexible
    • Creative
    • Action oriented; pragmatic “getting things done” attitude

    LANGUAGES

    • Excellent English
    • Other CEE Languages are a plus

    How to apply:

    Candidates should send an English resume/CV and cover letter to radu.cotarcea@ceelm.com

  • Tark Grunte Sutkiene Represents Ukio Bankas in Dispute Against Boslita and Co.

    Tark Grunte Sutkiene Represents Ukio Bankas in Dispute Against Boslita and Co.

    Tark Grunte Sutkiene’s Lithuanian offices has successfully represented bankrupt Ukio Bankas in a dispute against Boslita and Co, a sparkling wine and wine beverages producer, on a EUR 14.6 million loan recovery matter.

    The dispute arose when Boslita lent the EUR 14.6 million loan it had received from Ukio Bankas to UAB Baltijos Stiklas, which in turn transferred the money to Alumina D.O.O. Zvornik, a Bosnia and Herzegovina aluminium company. The Lithuanian Supreme Court upheld the 2015 judgment of the Court of Appeal of Lithuania that Boslita must repay the bank the EUR 14.6 million loan. 

    Ukio Bankas, a major Lithuanian bank, had its activities suspended and was put under administration due to liquidity problems in February 2013. Tark Grunte Sutkiene advised insolvency administrator UAB Valnetas on Ukio Bankas’ bankruptcy matters. Partner Lina Daruliene led the firm’s team on the matter.

  • Kucharski Moves from CMS to Baker & McKenzie

    Kucharski Moves from CMS to Baker & McKenzie

    Former CMS Partner Przemyslaw Kucharski has joined Baker & McKenzie as Local Partner in the firm’s Warsaw office.

    Kucharski specializes in real estate and construction law. According to Baker & McKenzie, “ is unique selling point is a combination of over 11 years’ experience on the real estate market in Poland, tax knowledge, and business acumen. He has advised on various significant real estate, corporate and financial transactions, including land acquisition, land development for industrial, retail, office and housing purposes, project financing, corporate structuring of transactions, leasing of commercial, industrial and office space, and restructuring. [He] also has considerable experience of handling various administrative and civil proceedings, including all issues related to development and construction permits and approvals, zoning and related matters, as well as construction disputes.” 

    Kucharski graduated from the University of Warsaw with a degree in law in 2004. He worked at CMS since 2008, and before that he for two years as a tax lawyer in the real estate department of EY and then another two and a half years as an Associate in the real estate practice of Domanski Zakrzewski Palinka (the law firm associated with EY at the time) 

    “I am very pleased that Przemys?aw Kucharski is joining our team,” commented Partner Malgorzata Pietrzak-Paciorek, the Head of Baker & McKenzie’s Real Estate and Construction Department in Poland. “I am convinced that his experience and market knowledge will contribute to the further growth of our practice in Poland.”

    Kucharski was, unsurprisingly, excited about the move: “I am joining the team with great enthusiasm and energy. I believe that in the near future, we will further strengthen and reaffirm the position of Baker & McKenzie Real Estate practice in the CEE region. I would like to thank the clients and the firm for their confidence in me.” 

  • Austria Fails to Implement New Procurement Directives in Time

    Austria Fails to Implement New Procurement Directives in Time

    On 18 April 2016 the two-year transition period for implementing the new Directives on public procurement law 2014/23/EU, 2014/24/EU, and 2014/25/EU (“Directives”) lapsed.

    While the majority of Member States (such as Germany, the UK, Italy, Hungary, Romania and Bulgaria) have at least partially implemented the Directives, Austria hasn’t even passed draft legislation to transpose a single of the above Directives yet.

    However, even if Austria has obviously failed to transpose the Directives within the time stipulated by the EU, the Directives are (at least in significant parts) already applicable in Austria and individuals can – either directly or indirectly – rely on the majority of the provisions provided therein.

    Direct application of the Directives and the duty to interpret the Austrian Procurement Act in conformity with the Directives.

    According to ECJ jurisprudence, individuals may enforce certain provisions of a Directive that give rise to rights or obligations, before the national courts, in case the member state fails to transpose the directive in due time, or where the implementation is in some way defective. In order to have “direct effect” the provision at hand must be sufficiently precise and clear, unconditional, and may not leave Member States any leeway in implementing the respective provision and thus obliges the Member State to transpose the specific provision. However, as a general rule Directives, or their provisions, cannot take direct effect in relation to two party situations where both parties are individuals (horizontal effect). Moreover, if the conditions mentioned above are fulfilled, individuals may only rely on certain provisions of a directive where an individual seeks to invoke his rights against the State on which the obligation to achieve the desired results has been imposed (vertical effect).

    Even where such a direct effect cannot apply, because the party against whom one or more provisions of the Directives are sought to be enforced is a private entity (“horizontal effect”), or otherwise fails to meet the conditions which would give the directive direct effect (such as sufficient clarity, conditionality, etc), national courts in Austria are required to interpret the Austrian public procurement act (“BVergG”) in line with the unimplemented public sector directive (2014/24/EU), utilities directive (2014/25/EU), and concessions directive (2014/23/EU). The duty to ensure that the interpretation is in conformity with EU law is limited only in cases where an interpretation contra legem would be necessary.

    As the Austrian public procurement act (“BVergG”) does not provide any regulations in relation to substantial rules of the Directive (eg contract modifications, horizontal in-house structures, etc), or even contradicts certain provisions thereof, individuals may enforce the Directive either by claiming their direct applicability or by demanding EU consistent interpretation of those provisions of the BVergG which conflict with the Directives, or do not consider them sufficiently.

    Consequences

    Considering the aforementioned, inter alia the following rules of the new Directives will have to be applied in Austria via the direct application or interpretation in conformity with the Directives or, and will “overrule” the respective rules in the BVergG

    • Compulsory tender process for (Austrian) service concessions

    Service concessions exceeding certain thresholds have to be tendered in line with the EU procurement rules. The provision of Art 11 BVergG, excluding service concessions from the majority of the rules and obligations stipulated in the BVergG, will have to be interpreted in line with the new directive on concessions, or may even be disapplied. Most important tender procedures subjecting service concessions can – in contrast to the previous situation – be appealed and challenged before the review authorities.

    • Right to exclude bidder for “poor” past contract performance and other new exclusion grounds 

    While Art 68 BVergG is likely to comply with the mandatory exclusion grounds provided in Directives, and already covers some of the discretionary exclusion grounds, it is, inter alia, not familiar with the exclusion ground of “poor” contract performance. Art 57 (4) of the Directive entitles contracting authorities to exclude bidders that have shown significant deficiencies in the performance of a previous public contract. An interpretation of Art 68 (1) 5 BVergG in conformity with EU requirements will therefore most likely lead to the result that contracting authorities are entitled to apply that exclusion ground, even before the Directives have been transposed in Austria, under the exclusion ground of grave professional misconduct. Further contracting authorities can most probably rely on all other exclusion grounds specified in the Directive, if those exclusion grounds are defined in the tender documents

    • Application of innovation partnership and facilitated access to the negotiated procedure. 

    Austrian courts already ruled that the BVergG must be interpreted in the light of art 26 (4) of the Directive by applying the “effet utile” principle, and therefore the conditions justifying the negotiated procedure with prior publications seem fully applicable in Austria. Given this ruling it seems arguable that other procedural rules in the Austrian procurement law also need to be interpreted in line with the new and extended rules for the negotiated procedure and the competitive dialogue. The same arguably applies to the innovation partnership (Art 31), since member States are required to make these procedural rules and these procedures available to their contracting authorities.

    • European Single Procurement Document and turnover restriction

    As of 18 April, contracting authorities generally have to accept the European Single Procurement Document (as issued by the European Commission under http://eur-lex.europa.eu/legal-content/DE/TXT/?uri=CELEX%3A32016R0007 ) when it comes to providing evidence for the exclusion and selection criteria in replacement of certificates issued by the contracting authority. In this context it also has to be considered that the annual turnover may not exceed (as a rule) twice the value of the contract. Hence, tender documents that do not comply with that requirement can be challenged by aggrieved bidders.

    • Application of rules on modifications of existing contracts (Art 72) 

    While the BVergG does not contain any provision in relation to contract modifications, Art 72 of the new public sector directive provides (as well as the respective provisions in the public utilities directive and in the concession directive) for certain abilities to change excising contracts (such as a transfer of the contract to a successor following insolvency or in the event of “low value” modifications). In the light of ECJ case law, and due to the duty of consistent EU-conformed interpretation, contracting authorities might be allowed to rely on Art 72, even if the BVergG does not provide for the modifications / extensions of existing contracts, yet.

    • Reliance on new in-house opportunities  

    The (existing) rules on In-house exemption in Austria are also required to be applied differently. According to the existing wording of the BVergG, an in-house relationship requires the contracting authority exercising control over the legal person concerned (which is similar to that which it exercises over its own departments), to ensure that the activities of the controlled entity are carried out in essence for the controlling entity. Through EU-conformed interpretation (see Art 12 of the public sector Directive), of this provision also provides for the possibility to award a contract in an In-house situation from a daughter company to the mother company (“bottom op”), or directly between two sister companies. Due to the obligations to interpret national law in line with the Directives, Austrian contracting authorities can already rely on the horizontal in-house privilege (public cooperation) even if the respective transposition into national law has not taken place so far.

    Conclusion

    Due to the failure of Austria to transpose the new Directive in due time, the majority of the new Directives will arguably be applicable in Austria – either via direct effect or EU-conformed interpretation of the respective provision of the BVergG. However, in light of the necessary conditions and requirements, in order to directly or indirectly apply the Directives (see above) a case- by- case assessment and expert advice subjecting each provision of the Directive and the respective provision of the BVergG to scrutiny, is vital in order to find the best way through the labyrinth of national and European provisions. 

    By Johannes Stalzer, Counsel, Schoenherr

  • Tark Grunte Sutkiene Advises Micro Matic on Factory Acquisition in Kaunas

    Tark Grunte Sutkiene Advises Micro Matic on Factory Acquisition in Kaunas

    Tark Grunte Sutkiene has advised Micro Matic on its EUR 2.8 million acquisition of a land plot and factory buildings in Kaunas and on the financing of that transaction from Danske Bank.

    Tark Grunte Sutkiene describes Micro Matic as “a worldwide market leader in the supply of keg spears and dispense heads to the brewing industry.” The company is a member of the Micro Matic Group — a global supplier of total solutions for dispense beer and beverages with a turnover over EUR 182 million.

    The firm describes the deal as complicated, “due to the fact that part of the assets to be acquired were leased to third parties. Alternative structures of the transaction were proposed (sale and leaseback, postponed transfer of ownership, etc.) until a final agreement was reached.”

    Tark Grunte Sutkiene also advised Micro Matic on the terms of financing for the acquisition of the property and assisted the client in the negotiations with Danske Bank. 

  • Kambourov & Partners Advises on Bulgarian Elements of Bisam Acquisition of FinAnalytica

    Kambourov & Partners Advises on Bulgarian Elements of Bisam Acquisition of FinAnalytica

    Kambourov & Partners has advised BISAM on the Bulgarian part of its acquisition of FinAnalytica.

    According to Kambourov & Partners, “BISAM is the leading provider of sophisticated digital solutions for portfolio analytics and its B-One platform is used by many of the world’s largest asset managers to evaluate and enhance their investment strategies and better service their clients.” FinAnalytica is, according to a Bisam press release, “a multi-asset class solution for market risk, portfolio construction and investment decision analytics for the buy-side,” and the company has been awarded six U.S. patents for their risk analysis, including methodologies for risk budgeting, a new approach for valuing derivatives, a portfolio construction technique using fat-tailed models, and an approach for determining which risk characteristics explain the behavior of risk factors.” 

    Finally, Kambourov & Partners, reports, “the two systems complement each other and enhance the solutions provided by BISAM to the global asset management industry, answering their growing need for unified performance and risk analytics.”

  • Avellum, Freshfields, and Linklaters Advise on Canada Pension Plan Investment Board Acquisition of Glencore Agri Stake

    Avellum, Freshfields, and Linklaters Advise on Canada Pension Plan Investment Board Acquisition of Glencore Agri Stake

    Freshfields Bruckhaus Deringer, on a global level, and Avellum in Ukraine, have advised the Canada Pension Plan Investment Board (CPPIB) on its acquisition of a 40% stake in Glencore Agricultural Products (“Glencore Agri”), valuing Glencore Agri at USD 6.25 billion. Linklaters advised Glencore Agri on the deal, which is expected to be completed in the second half of 2016, subject to regulatory approval. Glencore Agri will retain the remaining 60% of shares in the business.

    According to Avellum, “Glencore Agri is a globally integrated grain and oilseed business primarily focused on grains, oilseeds products, rice, sugar, pulses and cotton with activities including origination, processing, storage, logistics and marketing.” The company employs more than 12,000 people in over thirty countries, and has a significant presence in Ukraine.

    CPPIB is a professional investment management organization that invests the funds on behalf of 19 million contributors and beneficiaries.”

    Avellum advised on real estate matters and performed the contractual due diligence of the Illichivsk Grain Terminal — one of the biggest terminals of the Illichivsk Sea Port, and Glencore Agri’s largest asset in Ukraine. The firm’s team was led by Managing Partner Mykola Stetsenko, with significant support from Associates Yuriy Zaremba and Dmytro Symbiryov.

    The global Freshfields team was headed by London-based Corporate Partners David Higgins and Richard Thexton and Amsterdam-based Anti-trust Partner Winfred Knibbeler.

    The Linklaters team was led by Corporate Partners David Avery-Gee and Charlie Jacobs and Managing Associate Ian Hunter.