Category: Uncategorized

  • GT’s Showing Regarding Poland’s First Nuclear Plant Satisfies Anti-Monopoly Office

    Greenberg Traurig has prepared the notification of the transaction to the Anti-Monopoly Office in connection with an agreement executed by PGE with KGHM, TAURON, and ENEA, concerning the acquisition from PGE of 10% shares each in the special purpose company PGE EJ 1.

    The special purpose company will be responsible for building and operating Poland’s first nuclear power plant. The AMO notification was prepared by Anna Cienkus and Antoni Bolecki, attorneys from the Anti-Monopoly team at Greenberg Traurig.

    The Anti-Monopoly Office was satisfied that the establishment of the special-purpose company by PGE, KGHM, TAURON and ENEA will not result in curtailing competition, and concurred with the applicants’ argument that the transaction will have a positive impact on Poland’s economy.

    Pursuant to Polish law, the AMO had to be notified about the transaction, as it involved entrepreneurs whose combined turnover in 2013 exceeded EUR 1 billion worldwide and EUR 50 million in Poland.

    Greenberg Traurig was the main law office engaged in drafting the agreement between the companies, which was signed on September 7, 2014. The team was led by Managing Partner Jaroslaw Grzesiak, assisted by Partners Michal Bien and Tomasz Kacymirow, and Associate Mateusz Slizewski (a deal originally reported on by CEE Legal Matters on September 5, 2014). Earlier in the year, the same firm has advised a consortium of banks as global coordinators and joint bookrunners in a process of accelerated bookbuilding by the State Treasury and Polskie Inwestycje Rozwojowe (PIR) for the shares of PGE (reported on by CEE Legal Matters on June 3, 2014).

  • ENGARDE Victorious in Unfair Prejudice Dispute Before BVI Commercial Court

    ENGARDE has reported that the British Virgin Islands Commercial Court delivered a judgment on behalf of its client, bringing a nearly five-year-old dispute between three Kiev-resident shareholders of Oledo Petroleum, a BVI company, to a close.

    The judgment was delivered by Justice Edward Bannister QC of the BVI Commercial Court on October 1, 2014. The unfair prejudice case was tried before Judge Bannister for five weeks in Road Town, Tortola, in the British Virgin Islands. 

    According to an ENGARDE press release: “In early 2010, Oledo Petroleum sold its controlling stake in Vik Oil, a Ukrainian petrochemicals distribution business, to TNK-BP, the Anglo-Russian oil venture. On January 18, 2010, USD 71.6 million arrived into Oledo Petroleum’s bank account in Riga, Latvia from the sale. One day before the funds arrived, Andrey Adamovsky, the sole director and a 50% shareholder of Oledo Petroleum, secretly terminated minority shareholder Andriy Malitskiy’s authority to act as a co-signatory over the company’s bank account in Riga. Over the next 48 hours, the funds from the sale of Vik Oil were transferred from the company’s account to the account of Stockman Interhold SA, a BVI company owned by Mr Adamovsky.” 

    In 2012, Malitskiy and Igor Filipenko, 50% shareholders of Oledo Petroleum, sued Adamovsky and Stockman in the BVI in response. ENGARDE advised the Claimants, and instructed Martin Kenney & Co (BVI), led by Justin Fenwick QC (London).

    The Court dismissed all of the defences and counterclaims of the defendants, with the exception of an admitted debt owed to Mr Adamovsky of USD 1,056,558. In doing so, the Court concluded that Adamovsky “…had no right to expropriate the property of others for his own advantage,” and noted that Adamovsky was unable to justify his “unilateral and unannounced appropriation of Oledo Petroleum’s only asset to, in reality, himself.” The Court also found that “Mr Adamovsky simply used the money taken from Oledo [Petroleum] as working capital of Stockman to fund its business.”  In the end, the court said that “Mr Adamovsky’s motive in transferring the Oledo [Petroleum] money to Stockman was selfish.” 

    The Court held that: “One is left, therefore, with the unfair and deliberate destruction of the entirety of the value of the claimants’ shares in Oledo [Petroleum] in order that Mr Adamovsky could use the money for his own commercial purposes.”

    The Court found that Mr Adamovsky was liable to pay to his colleague shareholders, Messrs Filipenko and Malitskiy, the sum of USD 35,802,000 (less a USD 1,056,558 set-off right).  Stockman was made jointly and severally liable with Adamovsky (but without the benefit of the set-off) to “…compensate the Claimants for the loss of value of their shares as a result of” Stockman’s receipt of USD 35.8 million being beneficially owned by the Claimants – on the basis that “…Stockman joined with Mr Adamovsky in unfairly prejudicing the Claimants as members of Oledo [Petroleum].”

    The Court also awarded approximately USD 1.3 million of prejudgment interest against the Defendants for the unwarranted deprivation of the Claimants’ funds for 4.7 years. The Defendants were also ordered to make a summary payment of USD 750,000 in costs to the Claimants by October 15, 2014. Approximately USD 1,000,000 of additional costs sought by the Claimants will be assessed by the Court if the parties fail to agree on a figure.

    Ten fact witnesses and four experts testified during the trial, which lasted from June 16, to July 16, 2014.  Many of the witnesses were cross-examined from Kiev, Vienna, or Moscow by videoconference facilities at the Court.

    The case has now moved to its enforcement of judgment phase.

  • LAWIN Advises Outdoor Life Group Holding on Acquisition of Shares of Lasita Maja

    LAWIN has acted as legal counsel for Outdoor Life Group Holding on its acquisition of 40% shareholding in Aktsiaselts Lasita Maja, with the purpose of creating a leading log cabin supplier in Europe.

    Outdoor Life Group Holding is a subsidiary of N.V. Deli Maatschappij, a company established in 1869 and headquartered in Rotterdam, the Netherlands. The Deli group is a leading supplier of timber, building, and decorative products for home and garden and the construction sector, with annual revenues of EUR 700 million and more than 2,000 employees.

    Lasita Maja is one of the leading log cabin manufacturers in Estonia, having more than 200 employees and manufacturing around 25,000 log cabins a year. The acquisition enables Outdoor Life Group and Lasita Maja to integrate production and sales and to create a strong presence in about ten countries across Europe, selling log cabins, garden timber, and other outdoor products.

    LAWIN’s team for this transaction was led by Partner Martin Simovart and Senior Associate Heleri Tammiste.

  • New Head of Dispute Resolution at Chads in Moscow

    Chadbourne & Parke has appointed International Partner Julia Romanova their new Head of Dispute Resolution in Moscow.

    Romanova has worked at the firm for the past 16 years, becoming an international partner in 2008. She is, according to the firm, “an expert in legal proceedings, arbitration proceedings, general corporate matters, and bankruptcy and restructuring.” 

    According to the firm, “Romanova has spent much of her time working as a Russian law advisor for clients in the course of international arbitration proceedings and litigation in foreign courts (England, USA, Holland). She also has extensive experience with international multilateral lending institutions on recovery and restructuring matters, as well as participated in general due diligence reviews of numerous Russian companies.”

    She joined the Moscow Bar Association in 2004, after graduating with honors from the Law Faculty of Moscow State University in 1996.

  • AstapovLawyers Advises on Potential EUR 168 Million Slovakia Steel Mill Deal

    AstapovLawyers has recently advised the KVV Group, a leading Ukrainian company operating in the scrap metal business, on its potential acquisition of debt of Slovakia Steel Mills (SSM). The deal value is over EUR 168 million. 

    This potential transaction follows a recent EUR 107 mln acquisition of JSC “Liepajas Metalurgs” in Latvia by KVV Group, on which AstapovLawyers also advised, reported on by CEE Legal Matters on September 8, 2014

    “Both recent deals we advised on are extremely complex as they are cross-border deals and relate to acquisitions in insolvency procedures,” said Oleh Malskyy, Partner and Head of Corporate and M&A at AstapovLawyers. “Thanks to the support of our professional M&A team as well as coordination of foreign counsels we helped the client to achieve all his goals. Both those deals indicate a surprising rise of M&A activity in our practice despite difficult political times.”

    Malskyy led the firm’s team on the matter, which advised on the overall structure of the transaction, provided negotiations support, structured advice, performed due diligence and tax planning, provided litigation and bankruptcy and risk mitigation strategy, and advised on regulatory and licensing matters.  

  • GLIMSTEDT Advises Consortium on Future Internet

    GLIMSTEDT is advising a consortium made up of Vivitta Estonia and five other members, along with the European Commission, on its promotion of entrepreneurship “in the field of Future Internet.”

    According to a GLIMSTEDT press release, during the 2-year project “up to 100 new start-ups/products will be financed and accelerated to the market. ”  The total budget of the project is EUR 6.5 million. 

    No other details were provided.

  • LAWIN Advises Merck on Lithuanian Part of Global Sale

    LAWIN has advised the worldwide pharmaceuticals and healthcare company Merck (known outside the USA and Canada as MSD) on the Lithuanian part of a global sale of the Merck Consumer Care business to Bayer.

    Bayer acquired Merck’s existing over-the-counter business, including such global trademarks as CLARITIN and AFRIN, for USD 14.2 billion.

    LAWIN’s team consisted of Partner Ramunas Petravicius, Consultant Gintaras Balcius, and Associate Lina Zolyne.

    Baker & McKenzie acted as the lead international legal adviser to Merck.

  • AstapovLawyers Becomes Official Legal Partner of Ukrainian Tennis Federation

    AstapovLawyers has become an official legal partner of the Ukrainian Tennis Federation, and will provide full legal support to the Federation on on-going matters, including drafting and negotiating contracts, and advising on employment, tax and corporate issues.

    The firm is the first official legal partner of the Federation.

    Managing Partner Andrey Astapov explains the relationship thusly: “It has become a great tradition for our firm to support sports activities. We believe by helping tennis team we are strengthening legal enforcement and contributing to the civilized society. Due to our in-depth expertise in these special market segments, we also naturally provide a wide range of legal services for many sports organizations and contribute to promotion of sports in Ukraine.”

    The firm also remains an official legal adviser of the Ukrainian National Fencing Team, and sponsors the programs of the Ukrainian National Fencing Federation, which aim at encouraging people all over Ukraine to join the sport. It also acted as a legal partner of the XXII Open Nationwide Weightlifting Competition in 2013.

  • Integrites Advises KUK Ukraine on IP and Tax Issues

    Integrites has advised KUK Ukraine on the elaboration of its system of license agreements and related tax matters, vesting KUK Ukraine with the right to use the intellectual property objects of the parent company.

    KUK Ukraine is a subsidiary of the Austrian “KUK” — a leading provider of solutions for the food and pharmaceutical industries. 

    Integrites’ team of lawyers working on the project was led by Partner Oleksandr Aleksyeyenko.

  • GLIMSTEDT Associate Partner Becomes Local Representative of ITechLaw

    GLIMSTEDT has announced that Associate Partner Giedre Rimkunaite-Manke has become local representative of ITechLaw for Lithuania.

       

    Giedre Rimkunaite-Manke

    According to the firm, “the duties of the Local Representatives of ITechLaw (International Technology Law Association) are to heighten the visibility and reputation of ITechLaw among the local bar, recruit new members, and assist with the retention of existing members.”

    ITechLaw is a worldwide network of technology lawyers that was founded in 1971 and now has about 1,000 members in over 60 countries. GLIMSTEDT has been an active member of the network since 2010. In addition, Hele Karja, Senior Associate at GLIMSTEDT’s Tallinn office, is an ITechLaw Board member, Local Representative for Estonia, and co-chair of the ITechLaw e-Commerce Law Committee.