Category: Uncategorized

  • Freshfields Regional Managing Partner Named Among 100 Most “Out and Proud” Heros

    Klaus Stefan Hohenstatt, Freshfields’ regional Managing Partner for Germany, Austria and Central/Eastern Europe, has been named as one of the 100 most “out and proud heroes” of the business world in the 2014 Executive Diversity 100 list.

       

    Klaus Stefan (freshfields.com)

    The list is compiled by OUTstanding, a membership organisation which provides events, resources, and mentoring opportunities to lesbian, gay, bisexual and transgender (LGBT) senior executives. According to a Freshfields press release, “Inclusion in the list is seen as high-profile recognition for those executives who OUTstanding and their advisory panel believe have made a real difference to the corporate world through their positive, open attitude to their sexuality and through pioneering the visibility of LGBT people in the workforce.”

    ‘Whilst I am very honored to be included in the list,” Klaus Stefan commented, “the real praise should also go to my colleagues at Freshfields who have done so much to ensure the firm is such an open and inclusive place to work. The hard work and enthusiasm of Halo members and our Champions around the network are being recognized both within the firm and by the wider business community and this is something we should all feel proud of.”

  • DH&P Successful in Arbitration for PSP Engineering

    Dvorak, Hager & Partners has successfully represented PSP Engineering in arbitration proceedings at the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic, as well as in the subsequent judicial review of the decision.

    The dispute revolved around a cement works construction project in Bashkortostan in Russia. 

    The Dvorak Hager & Partners team was led by Partner Stanislav Dvorak, working with Jan Krampera, Head of the firm’s Litigation Department.

  • Sorainen Advises OpusCapital on Acquisition of Norian Group

    Sorainen’s Lithuania office has advised OpusCapita, a major financial accounting services provider in Norway, on the acquisition of Norian Group, a provider of accounting and related services.

    The Norian Group has eight locations in Norway and employs 160 people in Norway, Sweden, and Lithuania. “Norian is an exciting and modern accounting company that explores technology and has a nearshoring operating model,” explained Heikki Lansisyrja, CEO of OpusCapita. “This fits well with OpusCapita’s strategic vision and will strengthen our expertise in this are. There is a lot of synergy with our products, services and existing clientele. In addition, OpusCapita will expand its customer base by 1,400 new customers.”

    Sorainen advised on the legal due diligence of the Lithuanian financial accounting outsourcing company Norian Accounting which employs 94 employees in Lithuania. The client was advised by Sorainen Partner Laimonas Skibarka, Senior Associate Liudas Ramanauskas, and Associate Evaldas Dudonis. 

  • SPCG Advises Polish Frozen Food Group on JVA with Tokyo Counterpart

    Studnicki Pleszka Cwiakalski Gorski has advised companies from the JAWO group, the leading Polish manufacturer of frozen foods, in connection with a joint venture agreement with Ajinomoto Frozen Foods from Japan.

    In particular, SPCG advised JAWO spolka and JAWO Czerwinski, Dziembor spolka jawna (both based in Czestochowa, in Poland).

    The transaction resulted in a new entity, which will operate under the name Ajinomoto Jawo spolka, and which will manufacture frozen foodstuffs in Poland for the Ajinomoto group, mainly for the markets of Western Europe.

    SPCG also represented both companies in proceedings before the President of the Office of Competition and Consumer Protection regarding the application for clearance for the concentration.

    SPCG Partner Lukasz Ziecina led the firm’s team on the deal, with the support of Partner Krzysztof Pleszka (on tax issues), and Associate Justyna Nowak. In proceedings before the Office of Competition and Consumer Protection the parties were represented by SPCG Partner Wawrzyniec Rajchel, with the support of Partner Slawomir Dudzik, who heads the firm’s Competition law practice, Associate Ewelina Rumak, and Junior Associate Katarzyna Duda.

  • LAWIN Advises Naspers on Sale of Classified Business

    LAWIN has advised MIH Allegro, a subsidiary of Naspers Ltd., in the sale of its classifieds business in Estonia and Lithuania to Eesti Meedia, the leading media group in the Baltics.

    The transaction is subject to competition authority approval in Lithuania. Naspers provides a variety of Internet services, including e-commerce, media, and television — and it is listed on the Johannesburg Stock Exchange. Through its subsidiaries Allegro Baltics and Diginet, among others, Naspers operates the websites kv.ee and osta.ee in Estonia and skelbiu.lt, aruodas.lt, cvbankas.lt, and autogidas.lt in Lithuania. 

    The Eesti Meedia group combines print and internet media channels, newspapers, tv-channels, radio channels and several websites, including soov.ee, plius.lt and autoplius.lt.

    LAWIN advised on the entire sales process. LAWIN Vilnius assisted with local competition law aspects relevant to the transaction. The LAWIN team consisted of Partner Martin Simovart and Associate Karl Kull on the transaction side and Associate partner Elo Tamm and Partner Marius Juonys on the Competition law side.

    Earlier this year, Eesti Meedia also acquired Apollo, a deal in which Sanoma, a European consumer media and learning company, was advised by SORAINEN on the divestment of its Apollo online news service in Latvia (reported on by CEE Legal Matters on May 16, 2014).

  • International Arbitration: Recouping Renewables Losses in the Wake of Romania’s New Energy Law

    International Arbitration: Recouping Renewables Losses in the Wake of Romania’s New Energy Law

    Since 2011, Romania has been an attractive destination for investors in renewable energy due to the Romanian Renewable Energy Law which was passed in 2008 and contained a support scheme that became effective in 2011.  

    With the prospect of high returns and an encouraging support scheme offered by the government, companies from all over the world poured money into green energy projects in Romania. Inevitably, this increased financial pressures on Romania’s large industrial producers which in turn reduced government support for renewable energy and triggered the placement of a series of restrictions  on renewable energy sources. What was initially considered a safe haven became not only an obstacle to new investment but also a serious blow to existing investors. It is anticipated that the new legislation will significantly reduce revenues and harm the property rights of investors. 

    Options for Recourse: 

    The investment-protection provisions of various sources, including the Romanian Constitution, EU Law, bilateral investment treaties (BITs), and the Energy Charter Treaty (ECT) afford foreign investors the right to seek compensation by commencing arbitration against Romania. Under both the ECT and BITs, there are various claims available to investors. These include violations of Romania’s obligations to provide: (i) fair and equitable treatment; (ii) protection from arbitrary and discriminatory measures; (iii) full protection and security treatment; (iv) protection from expropriation measures; and (v) breach of the constant protection and security provided for in the ECT Umbrella Clause. Additionally, investors have access to a number of arbitration forums, including the International Centre for Settlement of Investment Disputes (ICSID), the Stockholm Chamber of Commerce , and the United Nations Commission on International Trade Law . 

    Consolidated vs. Coordinated Proceedings:

    One of the initial decisions investors face is whether to consolidate their claim with other similarly situated investors and initiate multi-party arbitration or proceed with single party arbitration that is coordinated with other investors. There have been several cases that allowed multiple parties to bring investment claims in a single case, including cases concerning multiple BITs. Joint claims can be efficient, cost effective, have the potential to make a larger impact, and avoid the risk of inconsistent decisions. However, single party claims that are well coordinated also have the potential to make a large impact while minimizing the chances of delay, confidentiality issues, and coordination difficulties present in multi-party claims. 

    Costs:

    With the average  ICSID arbitration taking 3.6 years to resolve, arbitrations of this type are bound to be costly endeavors. Costs associated with initiating large scale arbitration will be a major concern for all investors who not only must bear the escalating cost of legal fees but also face the possibility that, due to the difficulty of quantifying and proving causation, damages may not be awarded even with a ruling in their favor. It would be prudent, therefore, for investors to take the advice of a damages valuation expert, given the speculative nature of any damages claimed. 

    Damages:

    One of the main hurdles investors face in recouping loses is establishing and demonstrating a verifiable amount of damages. Tribunals have demonstrated that they will not award speculative or uncertain damages. In order to satisfy this high threshold, investors must be prepared to: (i) quantify their investment at cost; (ii) obtain projected financial results; (iii) obtain actual results; (iv) establish causation; and (v) assess reasonableness.  Expert evaluation on damages and thorough benchmarking will be pivotal in demonstrating that these figures are concrete rather than speculative. 

    Third Party Funding:

    One source of funding available to investors in Romania is third party funding, in which a non-party pays all or some of the costs in return for a share of the damages. As can be reasonably expected, third party funders require preliminary expert assessments of damages in order to evaluate the risks involved in becoming involved. Third party funders may prefer funding single party claims which likely present fewer delays over consolidated multi-party claims. 

    In Summary:

    The measures implemented by the Romanian Government which have radically revised the incentive scheme in the renewable energy sector in Romania have resulted in damage to investors. International investment treaty claims are a real alternative for foreign investors in the Romanian renewable energy sector who believe the Romanian Government has breached its international law obligations. Although arbitration in one of the various tribunals will likely be a lengthy and costly process, it remains the only effective option for investors to recover loses and also provides the opportunity for valuable settlement negotiations along the way. However, initiating arbitration of this type is not a decision that should be taken lightly and investors are strongly advised to seek expert advice.       

    By Gabriel Sidere, Managing Partner (Romania), CMS

  • Voicu & Filipescu Obtains Merger Clearance for OTP Bank – Millennium Bank Transaction

    Voicu & Filipescu has reported that the Romanian Competition Council has issued a non-objection decision on the economic concentration operation resulting from the OTP Group’s EUR 39 million acquisition of 100% of the shares of Millennium Bank, a member of Banco Comercial Portugues.

    The approval of the Competition Council was one of the conditions for closing the transaction.

    V&F Partner Georgiana Badescu explained the successful result: “The notified transaction consisted in the acquisition by OTP Bank Romania of sole control over Millennium Bank. One of the most sensitive technical matters which had to be addressed for the purpose of the notification was the definition of the relevant market (and of its sub-segments and related market shares). Our team of specialized competition and banking lawyers benefited from the full support of OTP Bank Romania, which significantly contributed to this ultimate favorable outcome. We would like to thank the client once more for their close cooperation.” 

  • WKB Takes Partners from ILFs in Warsaw

    Wiercinski Kwiecinski Baehr has announced that Corporate/M&A lawyer Pawel Hincz and Banking/Finance lawyer Piotr Grabarczyk have joined the firm as partners.

    Hincz joins from Greenberg & Traurig, where he had been since January, 2007 (initially at Dewey & LeBoeuf before Greenberg Traurig took over that firm’s Polish operations in 2012). He became a Junior Partner at the firm in December of that year. He specializes in M&A, Private Equity, and Corporate law, particularly — according to the firm — in the Medical and Pharmaceutical, FMCG, Banking, Manufacturing, and Energy sectors. He graduated from the Faculty of Law of the Adam Mickiewicz University in Poznan.

    Piotr Grabarczyk joins from Weil Gotshal & Manges, where he has spent the past five years. He specializes in Banking/Finance, including Transactions, Project Finance, Corporate Finance, and transactions involving the refinancing of debt. He has significant experience in advising on transactions and the issuance of debt securities in international capital markets. He graduated with honors from the Faculty of Law and Administration of the University of Warsaw in 2008, where he was awarded the Dariusz Zych prize for the best thesis on commercial law.

  • NSP Defends Onega Tractor Plant in Tax Dispute

    Nektorov, Saveliev & Partners has persuaded the Federal Tax Service of the Republic of Karelia in Russia that the VAT refund obtained by its client, the Onega Tractor Plant, was lawful. 

    The Onega Tractor Plant is one of the oldest industrial enterprises of Russia, founded in 1703. In 2007, the company became part of the “Concern Tractor Plants” machine-building-industrial group, which is one of the largest Russian companies in the industry.

    The Tax Inspectorate had initially denied the company’s RUB 33 million VAT refund and tried to recover these funds, together with interest at double the rate of refinancing from the factory. According to NSP, “NSP convinced the higher tax authority … that all the acts were committed in the framework of the law and the refund was obtained lawfully.”

    NSP Partner Yegor Batanov explained that: “We are pleased that customers are increasingly looking for help at that stage, when may be possible to avoid the tax assessments without litigation.” 

  • EPAM Advises on Formula 1 Russian Grand Prix

    Egorov Puginsky Afanasiev & Partners is providing legal support to the Formula 1 Russian Grand Prix, which will be run on October 12 at the Sochi Autodrom.

    In particular, Egorov Puginsky Afanasiev & Partners is advising Formula One Management Ltd on trademark infringement, counterfeit, ambush marketing and other intellectual property issues.

    The race takes place on the 100th anniversary of the last Russian Grand Prix, which was held twice (in 1913 and 1914) before being abandoned following the outbreak of the First World War and the Russian Civil War.