Category: Uncategorized

Following up on a story reported yesterday, Dorda has announced that it advised to O1 Group in the company’s acquisition of a EUR 295 million stake in CA Immo from UniCredit Bank Austria. As reported in that earlier story, Freshfields advised UniCredit Bank Austria on the sale.

Dorda reports that, “the closing of the acquisition is subject to the fulfillment of customary conditions precedent, such as merger control clearance, and is expected to occur in November 2014. If the authorities give their consent, O1 Group acquires 15,954,891 ordinary shares including four registered shares, each of which entitles its holder to delegate one member to CA Immo’s supervisory board.”

Dorda is also advising O1 Group on its intention to launch a voluntary public takeover bid to the shareholders of CA Immo (save for UniCredit), to increase its stake in CA Immo to 26%. 

O1 Group Limited is a private holding company based in Cyprus and focuses on strategic investments and asset management in different business areas such as real estate, industry, and finance. Its holdings include a majority stake in O1 Properties, one of the largest owners of prime office assets in central Moscow.

Dorda team was led by Partner Andreas Mayr and Jurgen Kittel, and also included Partners Christoph Brogyanyi (on takeover law) and Stephan Polster (on antitrust), as well as Associates Jakob Pommer and Philip Rosenauer (both M&A). 

Dorda reports that Clifford Chance advised on the transaction from its Moscow and Dusseldorf offices, among others.

SORAINEN Belarus has advised the Nordic Environment Finance Corporation (NEFCO) on a EUR 500,000 loan to Keramika, a producer of bricks, blocks and drainage pipes from burnt clay.

The loan, extended within the NEFCO Cleaner Production Facility program, is aimed at allowing Keramika — one of the oldest enterprises in Belarus, tracing its roots back to the early 19th century — to modernize the company’s energy supply system. The process will allow it to lower energy consumption, reduce annual CO2 emissions, and completely eliminate sulphur dioxide emissions.

NEFCO, established in 1990, is an international finance institution, providing loans and capital investment in order to generate positive environmental effects to the Nordic region. The NEFCO Cleaner Production Facility is a loan program intended to promote reduction of industrial pollution through efficient resource and energy use.

The SORAINEN team was led by Belarus Managing Partner Kiryl Apanasevich and Senior Associate Ann Laevskaya.

Partner Matthias Wahl left Schoenherr’s Zagreb office at the beginning of October. He was with Schoenherr for over eight years, having joined the firm in December 2005. 

   

Matthias Wahl (Linkedin)

Wahl’s range of experience includes corporate, real estate and employment mandates. Prior to joining the Schoenherr team, he worked as a Attorney at Law with Volker & Partner for a year and a half. Before that, he spent over four years with CMS as a trainee lawyer. 

Schoenherr confirmed his departure but did not provide further comment. Wahl was unavailable for comment.

On September 11, 2014, the Russian Vegas Lex law firm won a case for Costa Construction in a dispute over a general contract to construct a luxury residential building in Moscow’s Central Administrative Area.

In January 2014, an unnamed Turkish general contractor filed a lawsuit against Costa Construction to collect slightly more than RUB 66 million (EUR 1.3 million) in debt arising from the construction contract. Costa Construction in turn, filed a counter-claim against the general contractor to reduce the contract amount by RUB 67 million due to the substandard quality of work. 

In February 2014, Vegas Lex successfully persuaded the Moscow City Commercial Court to approve Costa Construction’s demand to reduce the contract amount. According to a Vegas Lex statement, “it is worth noting that the contract stipulated a fixed price and allowed improvement of the work quality as legal remedy. The general contractor did not ask for a court-ordered expert examination, so the developer ordered it independently from an expert organization. The court, however, accepted the results.”

The general contractor successfully appealed, before Vegas Lex obtained a second victory in the court of cassation, thus ending the complicated dispute.

The Vegas Lex team was led by Managing Partner Alexander Sitnikov and included Partner Igor Chumachenko and Senior Associate Nikolay Andrianov.

Greenberg Traurig has advised UBS, Deutsche Bank, London Branch, and Dom Maklerski BZ WBK in the accelerated bookbuilding process, in a transaction concerning the sale of 2% of the shares of Bank Zachodni WBK by Banco Santander.

The value of the transaction exceeded EUR 167.7 million. 

The Warsaw team of Greenberg Traurig advising on the deal included Partner Federico Salinas and Local Partner Pawel Piotrowski.

Freshfields has advised UniCredit Bank Austria on the sale of its 16.35% stake in CA Immo, the Austrian listed real estate company holding a EUR 3.5 billion portfolio of premium office buildings throughout Germany, Austria, and CEE, to O1 Group, the parent company of O1 Properties.

The purchase price for is valued at approximately EUR 295 million. 

O1 Group has agreed to launch a voluntary takeover bid to the free float of CA Immo according to the Austrian Takeover Act in order to increase its stake in CA Immo up to 26%. The aggregate transaction volume (including the takeover bid) amounts to approx. EUR 500 million.

The Freshfields team that worked on the transaction was led by Corporate Partners Thomas Zottl and Farid Sigari-Majd, with Principal Associate Ludwig Hartenau and Associates Lena Winkler and Nikolaus Blaschke. Finance Senior Associate Blair Day advised on English law aspects and anti-trust advice was provided by Anna Katharina Wolf-Posch. 

Ithuba Capital, Goldman Sachs International and JPMorgan advised O1 Group in the transaction. UniCredit Bank Austria was advised by Citi Group and its own investment banking division.

On Wednesday, October 1, Vladimir Golitsyn was elected President of the International Tribunal for the Law of the Sea (ITLS).

   

Vladimir Golitsyn (globaloceancommission.org)

Golitsyn’s election comes as a result of a secret ballot by the 21 members of the tribunal, which is considered the world’s top judiciary body for maritime disputes (though it has reviewed only 22 in its 18-year existence). The UN-endorsed organization is tasked with overseeing the enforcement of the UN Convention on the Law of the Sea. It is based in Hamburg.

The 67-year old Golitsyn has been a member of the tribunal since 2008, and he has previously worked for both the United Nations and the Soviet Foreign Ministry. He is a graduate of the Moscow State Institute of International Relations. According to his profile on the ITLS website, he specializes in seabed and continental shelf disputes, environmental issues, and the Arctic.

Golitsyn’s election is somewhat controversial, given his 2013 opposition to ITLS’s order to Russia that the country release the Arctic Sunrise, the Greenpeace vessel that Russia seized after it was used to stage a protest at an oil rig inside Russia’s exclusive economic zone. He was one of only two members to oppose the ruling.

White & Case has achieved a complete victory for Hungary following an arbitration tribunal’s rejection of all claims brought by Vigotop Limited under the Cyprus-Hungary Bilateral Investment Treaty before the World Bank’s International Centre for Settlement of Investment Disputes (ICSID).  Vigotop had sought damages of more than EUR 300 million.

The dispute arose from a 2009 contract concluded between a Hungarian subsidiary of Vigotop and the Hungarian Ministry of Finance for the concession to build and operate a mega-casino. Vigotop was controlled by a group of U.S. and Israeli investors, including Ronald Lauder.

In 2011, Hungary terminated the concession contract on the basis that Vigotop had failed, among other things, to secure a site for the project. In the arbitration, Vigotop claimed that Hungary had, through a series of allegedly unlawful measures culminating in the termination of the concession contract, “expropriated” its investment and thus breached obligations under the treaty.

In its 177-page Award, the tribunal unanimously found that Hungary’s termination of the concession contract was based on public policy reasons (environmental and tourism policies) and valid contractual grounds, and had been exercised in good faith. The tribunal held that the termination of the contract therefore did not amount to an expropriation.

The Award states a new test for determining whether a State has expropriated an investor’s contract rights – a growing source of claims under bilateral investment treaties. The tribunal first examined whether the State acted in its “sovereign capacity” when it terminated the concession contract, then whether contractual grounds for terminating the concession contract existed, and finally whether the contractual termination was “legitimate.”

The White & Case team was comprised of lawyers from the firm’s Budapest, Paris, and New York offices, including Paris Partners Charles Nairac and John Willems and Associates Nathalie Makowski, Florian Quintard, Noor Davies, and Sven Volkmer, Budapest Partners Istvan Reczicza and Milan Kohlrusz and Associates Mark Baja, Katalin Zsebik, and Mihaly Czesznak, and New York Associate Damien Nyer. 

Hungarian law firm Sarhegyi & Partners acted as co-counsel.

Spilbridge has announced that it is representing the Commercial Port in Venspils, Latvia, in disputes with external shareholders involving attempts to “reshuffle various assets in relation to Baltic Coal Terminal.”

The Baltic Coal Terminal is a special purpose company operating a specialized coal terminal in the port. The purpose of the terminal, which opened in November, 2008, is to store and ship Russian coal to Western Europe and the USA.

According to a Spilbridge statement, Sorainen is the opposing firm in this matter.

Kocian Solc Balastik has announced that it achieved for a significant victory for its client, Delta Pekarny (part of the United Bakeries group in the Czech Republic) before the European Court of Human Rights, which ruled on Thursday that a dawn raid carried out by the Czech Competition Authority was unlawful.

According to KSB, “the significance of the ruling stretches beyond Czech borders as it can be applied in other Member States as well.”

The dawn raid took place in Delta Pekarny’s premises in 2003. The company challenged the raid before Czech courts and, after having exhausted all available remedies, filed the case with the European Court for Human Rights in Strasbourg in 2010. The EHCR held that the dawn raid grossly violated rights granted by the European Convention on Human Rights and ruled in favour of Delta Pekarny.

According to KSB, “the ECHR’s ruling contests the legality of all dawn raids carried out (or to be carried out) by the Czech Competition Authority in the offices and other premises of commercial corporations without prior consent from an independent court. Since the Czech Competition Authority has not obtained a court warrant for a single dawn raid so far, any company involved in a dawn raid may challenge its legitimacy as well as the evidence collected during the dawn raid.”

“We are naturally very happy that the ECHR agreed with our reasoning, which we worked on extensively for quite a long time,” said KSB Partner Pavel Dejl. “The ruling is crucial not only for our client but also for other companies since they can now claim that evidence collected during unlawful dawn raids cannot be used in the proceedings.”

The ECHR’s ruling is binding on the Czech Republic and Czech authorities should follow it in similar cases. The ruling is also significant for other EU countries with legal systems that do not explicitly impose a duty on competition authorities to obtain prior court consent before they conduct a dawn raid.

KSB’s analysis of the implications of the case, made before the ECHR’s October 2, 2014 ruling, can be found in the May 1st issue of the CEE Legal Matters magazine, here.