Category: Uncategorized

Peter Gyurovszky is the Head of Legal for Ezpada, a group of companies active on the European wholesale energy markets. His legal career started with a Czech-based securities broker, Capital Partners, which was a member of the Prague Stock Exchange. Starting as a Subdealing Officer, Gyurovszky ultimately rose to Compliance Officer responsible for the Hungarian market. In what he describes as “taking a quick glance at the private practice world,” he worked for almost a year with Squire Sanders (now Squire Patton Boggs), then joined Ezpada.

 CEELM: You have been exposed to working both in private practice and in-house. Would you ever consider moving back to a law firm?

P.G.: I like to have an open mind in everything I do, so I can never rule out going back to a law firm. However, I know that I would miss the wide scope of areas which I have to cover as an in-house lawyer, meaning not just the legal perspectives of a certain contract or relationship, but also taxes, customs, and a full operational perspective. Therefore, if I am to move away from the in-house world, I would first consider consultancy.

 CEELM: What drew you to the energy wholesale business?

P.G.: I think energy needs are, and in the future will continue to be, one of the main issues in society. I was interested in learning how this particular business operates from a legal practitioner point of view. That’s when Ezpada came into the picture. It allowed me to deeply explore not only the wholesale energy business but a wide range of financial businesses as well.

 CEELM: Ezpada operates out of 4 offices: Zug/Switzerland, Prague/Czech Republic, Munich/Germany and Istanbul/Turkey — what connects these markets in your industry?

P.G.: First of all I must strongly stress the fact that, from a wholesale energy perspective, these markets are not very similar. They are all driven by different underlying forces and the overall variables which dictates the character of each of these markets vary significantly. What connects them is that we were able to understand these markets, adapt to them and have successfully operated in them for a considerable period of time.

 CEELM: What types of legal work do you tend to outsource to external counsel?

P.G.: As was mentioned earlier, Ezpada operates in many markets in many countries. As a Czech-based lawyer, I am not able to have deep knowledge on legal matters in all of these countries. Therefore I use the services of external counsel mainly to get to know the basic principles of a foreign legal system and to identify the main local legal and regulatory threats. This is the first stage in every new country and, of course, as time goes by and legal environments change I need to periodically update my knowledge in this respect. The second area in which I absolutely rely on external counsel are dispute resolutions and different administrative proceedings. This area is so country-specific that good advice from external counsel is an absolute necessity.

 CEELM: When picking the law firm(s) you are going to work with on a specific project, what are the main criteria that you look at?

P.G.: First I try to get a reference from some legal firms with whom I have previously worked and whom I trust, usually from neighboring countries. We also carry out our own internal research. Since energy law and energy trading regulation is a very specific area I prefer to hire law firms who’ve had previous experience with energy-related projects, even if I am looking for general corporate advice, for example. I feel that when a law firm has previously worked with another energy trader, or utility, it has a better understanding of what type of advice I need. I will not lie to you, these days fees is another huge criterion, and, in some cases, it is the decisive factor. My budget is tight and I need to find the best value for the money available.

 CEELM: What would you identify as the biggest recurring challenge in your role at the moment?

P.G.: European regulations with respect to trading in financial derivatives as well as regulations on trading with physical electricity are developing at an enormous speed these days. We do not have a specific compliance department in Ezpada, as is customary in other trading companies or energy utilities. Therefore the challenge of keeping up to speed with current EU regulation is tremendous. While you have whole departments in other companies dedicated to this, it eats up about one third of my agenda in Ezpada, which is difficult to manage. This is from a compliance point of view. In terms of purely legal challenges, it is definitely contract management. The credit situation of companies in many EU countries is still not the best, meaning that careful drafting of bilateral contracts is essential. I am always trying to push our contract management to the next level by following current developments in contract management trends and very swiftly implementing them into our tailor-made contracts.

 CEELM: What would you like to see changed from a regulatory standpoint in the near future and how would that impact your industry?

P.G.: I would very much like more clarity in EU regulation. It is clear that for example EMIR was not made primarily for energy derivatives, but the fact that it impacts them greatly creates many operational problems for us. So far I have to say that this impact is more negative than positive. It drove operational costs up, without any benefits so far. Personally, I believe that there will be benefits in the future, mainly more available data and the huge impact their analysis might have. There are some more regulations coming our way, again directed more towards the financial sector, and I strongly hope they will retain exemptions for companies which should have them. So far it looks promising.

 CEELM: A year ago, THE buzz-word in the Czech market was the New Civil Code. To what extent did it affect your business and have things calmed down in the interim?

P.G.: The New Civil Code is the single biggest change in Czech private law in recent decades. It affected all parts of life, commercial as well as private. Ezpada had to adapt to these changes as well. Fortunately, as most of our business is linked to foreign legal orders, rather than Czech, our transition was easier. However I think that right now there is still a considerable amount of uncertainty regarding several issues. We don’t have enough relevant judicial doctrine to safely interpret many new provisions. I would again point out contract management, where we deal with transfer of titles, insolvency provisions, and other life cycle events of a contract, where we need to be one hundred percent sure what the outcome will be. This is not the case nowadays.

 CEELM: On a lighter note, if you could choose to work in any of the four offices of the company, which would you pick and why?

P.G.: I would still pick Prague. It has a fascinating mixture of a very genuine cultural vibe and thriving business opportunities. I fell in love with Prague during my studies here and it still holds strong. If I am to move from Prague, it would be to one of the financial hubs, like London or Frankfurt.

Richard Bacek is the General Counsel for the Czech Republic for Siemens. A graduate of Charles University in Prague, he spent the first 15 years of his career in private practice working primarily for international firms. Prior to joining Siemens in 2009, he was a partner at CMS Cameron McKenna, where he spent almost 9 years.

 CEELM: Having worked on both sides of the fence — in-house and private practice — which one do you believe best suits you and why?

R.B.: Indeed, I worked a considerable amount of time in private practice before I joined Siemens, which is my first in-house role. I feel both sides of the fence have unique interesting aspects. In a law firm, your working life is definitely a lot more focused on the legal issues faced by clients. In a company, the focus tends to fall a lot more on managerial aspects and the business of the organization as a whole. Of course, you are constantly faced with legal issues on a rolling basis but the business end is something you are a lot more aware of in-house.

It would be difficult for me to respond as to which I prefer. I think that, at the end of the day, it would matter immensely between which company and which firm I would have to choose. I can’t really say for sure I would have a specific choice [in-house or private practice] without that factor. 

What I can say matters for me a lot — and played into my decision to move at Siemens — is that I need an international environment. I say this both because of the complexity of legal work that such an organization promises, which in itself is attractive enough, but also because I value the diversity of ideas and perspectives that a varied international team composition exposes you to. Even in terms of career perspectives, such exposure is definitely a must.

 CEELM: You mentioned that working in-house implies a lot more of a managerial focus and liaising with other business functions. Did you find it challenging to communicate with non-lawyers when you first joined the company?

R.B.: I did, yes, for the first few months, and I think anyone who first moves in-house faces this, but it was nothing extraordinary that could not be handled. It takes some getting used to and there is a lot of information about the company’s business that you need to assimilate, but I think the transition is definitely manageable for any decent lawyer.

 CEELM: The ongoing myth is that, especially compared to the law firm world, a General Counsel job involves a clear-cut 9 to 5 schedule. How accurate do you find that to be in your case?

R.B.: It is definitely the case that work-life balance improves considerably in-house. I spend roughly 8,9, maybe 10 hours in the office a day (with the occasional spikes) which is considerably less than when I used to work in private practice. 

I think the most notable difference is that the workload does not fluctuate as much as it does when working in a law firm — it is a lot more flat meaning that you can plan your days a bit better and spread the workload to manageable levels per day.

 CEELM: You are tasked with running the legal aspects of a company with a very wide pallet of services: Energy, Healthcare, Industry, and Infrastructure & Cities — to name a few. How do you stay on top of it all?

R.B.: There are indeed a lot of different business and industries involved which means I need to work with colleagues from other business functions on a regular basis. I enjoy this to be honest since it entails a higher complexity of work, meaning I always find my work interesting. 

It might feel a bit overwhelming as a newcomer to the company — at least I remember feeling that way when I joined — but as soon as you start working on different projects you start interacting with different specialists from the organization and you pick up things quickly. As things progress and you familiarize yourself gradually with every different business unit it stops being that much of a challenge.

 CEELM: What takes up most of your time in the office?

R.B.: I think the beauty of the role is that there is no such thing as a “standard day in the office.” There is always something new to learn and a new type of a project to work on. Of course, there are some standard management meetings and some legal team meetings that happen on a regular basis. If I had to break it down, overall I would say that 60% of my work is reviewing documents and contracts and 10% is managing the legal team and 30% is other management issues/tasks.

 CEELM: How large is your in-house team and how do you structure it – do you specialize team members based on areas of law, business functions that they support, are they all generalists, etc?

R.B.: I run a team of 10 to 15 people — depending on whether you count the compliance team members. It is hard to have lawyers specialize on one specific practice area in light of the relatively small legal team and the considerable diversity of legal support that a company such as Siemens requires. 

We structure our legal team using a business partner system. Naturally, that does mean that some team members tend to be exposed to certain types of work more than others, which leads to a bit of a specialization, but that is not something we are implementing actively.

 CEELM: When you need to externalize legal work, what are the main criteria you look at when picking the law firm(s) you will work with?

R.B.: We have a panel of local firms in place for various practice areas (around 5-6 in total) and we select firms from within that panel whenever needed. I was fully responsible with putting together the local panels I was going to work with and I selected firms within each of them based on our review of their experience and price. 

With regards to changes in these panels, it is our policy to review each supplier on regular basis, but the panel selection process is organized usually every 3 years. 

 CEELM: What recent or upcoming regulatory change(s) would you identify as “keeping you up at night” at the moment and how do you expect it/they will impact your business?

R.B.: There are two updates that we are keeping an eye on at the moment, though I would not go as far as say they are “keeping us up at night.” The first is linked to new legislation in public procurement, which results from new European regulations, and we are looking forward to seeing its implementation in the Czech Republic. 

The second, again stemming from European legislation, is related to privacy issues – personal data protection. Of course, this is a piece of legislation that will affect pretty much all businesses in the market, but these are the types of regulatory updates we need to follow since we are not really working in any heavily regulated industries such as banking, for example.

 CEELM: A year ago, THE buzz-word in the Czech market was the New Civil Code. To what extent did it affect your business and have things calmed down in the interim?

R.B.: Overall, I feel the new Code is a lot more flexible — which is always better from a business perspective. Indeed, it did require people who deal with contracts to be a bit more cautious in terms of how contracts were concluded, but I don’t think the changes were that major. Overall, I can’t say it “crazed” our team. Sure, we had to update some templates and we had to retrain some of the staff (such as contract managers), which entailed a few additional tasks, but it is not like this is an exercise which we will have to carry out every year – at least I hope we won’t – and I don’t think it was too much of a headache.

 CEELM: On the lighter side, in light of the diversity of options, what is your favorite Siemens product and why?

R.B.: Well, off the top of my head, there is one product that I have direct personal experience with and I am very happy with: Synco living, which is a home automation and control system that handles many home tasks (heating system predominantly) that reduce energy consumption and improve comfort level. It’s a highly complex tool which I am really proud of my company for.

Of course, there are multiple products to be proud of, especially those related to healthcare and medical solutions, but luckily I have not yet needed to try any of them on myself.

Richard Bacek is the General Counsel for the Czech Republic for Siemens. A graduate of Charles University in Prague, he spent the first 15 years of his career in private practice working primarily for international firms. Prior to joining Siemens in 2009, he was a partner at CMS Cameron McKenna, where he spent almost 9 years.

 CEELM: Having worked on both sides of the fence — in-house and private practice — which one do you believe best suits you and why?

R.B.: Indeed, I worked a considerable amount of time in private practice before I joined Siemens, which is my first in-house role. I feel both sides of the fence have unique interesting aspects. In a law firm, your working life is definitely a lot more focused on the legal issues faced by clients. In a company, the focus tends to fall a lot more on managerial aspects and the business of the organization as a whole. Of course, you are constantly faced with legal issues on a rolling basis but the business end is something you are a lot more aware of in-house.

It would be difficult for me to respond as to which I prefer. I think that, at the end of the day, it would matter immensely between which company and which firm I would have to choose. I can’t really say for sure I would have a specific choice [in-house or private practice] without that factor. 

What I can say matters for me a lot — and played into my decision to move at Siemens — is that I need an international environment. I say this both because of the complexity of legal work that such an organization promises, which in itself is attractive enough, but also because I value the diversity of ideas and perspectives that a varied international team composition exposes you to. Even in terms of career perspectives, such exposure is definitely a must.

 CEELM: You mentioned that working in-house implies a lot more of a managerial focus and liaising with other business functions. Did you find it challenging to communicate with non-lawyers when you first joined the company?

R.B.: I did, yes, for the first few months, and I think anyone who first moves in-house faces this, but it was nothing extraordinary that could not be handled. It takes some getting used to and there is a lot of information about the company’s business that you need to assimilate, but I think the transition is definitely manageable for any decent lawyer.

 CEELM: The ongoing myth is that, especially compared to the law firm world, a General Counsel job involves a clear-cut 9 to 5 schedule. How accurate do you find that to be in your case?

R.B.: It is definitely the case that work-life balance improves considerably in-house. I spend roughly 8,9, maybe 10 hours in the office a day (with the occasional spikes) which is considerably less than when I used to work in private practice. 

I think the most notable difference is that the workload does not fluctuate as much as it does when working in a law firm — it is a lot more flat meaning that you can plan your days a bit better and spread the workload to manageable levels per day.

 CEELM: You are tasked with running the legal aspects of a company with a very wide pallet of services: Energy, Healthcare, Industry, and Infrastructure & Cities — to name a few. How do you stay on top of it all?

R.B.: There are indeed a lot of different business and industries involved which means I need to work with colleagues from other business functions on a regular basis. I enjoy this to be honest since it entails a higher complexity of work, meaning I always find my work interesting. 

It might feel a bit overwhelming as a newcomer to the company — at least I remember feeling that way when I joined — but as soon as you start working on different projects you start interacting with different specialists from the organization and you pick up things quickly. As things progress and you familiarize yourself gradually with every different business unit it stops being that much of a challenge.

 CEELM: What takes up most of your time in the office?

R.B.: I think the beauty of the role is that there is no such thing as a “standard day in the office.” There is always something new to learn and a new type of a project to work on. Of course, there are some standard management meetings and some legal team meetings that happen on a regular basis. If I had to break it down, overall I would say that 60% of my work is reviewing documents and contracts and 10% is managing the legal team and 30% is other management issues/tasks.

 CEELM: How large is your in-house team and how do you structure it – do you specialize team members based on areas of law, business functions that they support, are they all generalists, etc?

R.B.: I run a team of 10 to 15 people — depending on whether you count the compliance team members. It is hard to have lawyers specialize on one specific practice area in light of the relatively small legal team and the considerable diversity of legal support that a company such as Siemens requires. 

We structure our legal team using a business partner system. Naturally, that does mean that some team members tend to be exposed to certain types of work more than others, which leads to a bit of a specialization, but that is not something we are implementing actively.

 CEELM: When you need to externalize legal work, what are the main criteria you look at when picking the law firm(s) you will work with?

R.B.: We have a panel of local firms in place for various practice areas (around 5-6 in total) and we select firms from within that panel whenever needed. I was fully responsible with putting together the local panels I was going to work with and I selected firms within each of them based on our review of their experience and price. 

With regards to changes in these panels, it is our policy to review each supplier on regular basis, but the panel selection process is organized usually every 3 years. 

 CEELM: What recent or upcoming regulatory change(s) would you identify as “keeping you up at night” at the moment and how do you expect it/they will impact your business?

R.B.: There are two updates that we are keeping an eye on at the moment, though I would not go as far as say they are “keeping us up at night.” The first is linked to new legislation in public procurement, which results from new European regulations, and we are looking forward to seeing its implementation in the Czech Republic. 

The second, again stemming from European legislation, is related to privacy issues – personal data protection. Of course, this is a piece of legislation that will affect pretty much all businesses in the market, but these are the types of regulatory updates we need to follow since we are not really working in any heavily regulated industries such as banking, for example.

 CEELM: A year ago, THE buzz-word in the Czech market was the New Civil Code. To what extent did it affect your business and have things calmed down in the interim?

R.B.: Overall, I feel the new Code is a lot more flexible — which is always better from a business perspective. Indeed, it did require people who deal with contracts to be a bit more cautious in terms of how contracts were concluded, but I don’t think the changes were that major. Overall, I can’t say it “crazed” our team. Sure, we had to update some templates and we had to retrain some of the staff (such as contract managers), which entailed a few additional tasks, but it is not like this is an exercise which we will have to carry out every year – at least I hope we won’t – and I don’t think it was too much of a headache.

 CEELM: On the lighter side, in light of the diversity of options, what is your favorite Siemens product and why?

R.B.: Well, off the top of my head, there is one product that I have direct personal experience with and I am very happy with: Synco living, which is a home automation and control system that handles many home tasks (heating system predominantly) that reduce energy consumption and improve comfort level. It’s a highly complex tool which I am really proud of my company for.

Of course, there are multiple products to be proud of, especially those related to healthcare and medical solutions, but luckily I have not yet needed to try any of them on myself.

SORAINEN has provided legal assistance to Flazm Interactive Entertainment as the company officially registered in Lithuania on July 1, 2014, with founder and managing director Alexey Davydov and his team planning to move from Russia to Vilnius in the near future.

The company, which has primarily developed minor flash games to this point, will work on improving its first major project in Vilnius – the strategy game for PCs Train Valley. Flazm became the seventh IT company to announce plans to move to Lithuania over the last six months. 

SORAINEN provided full legal assistance in the preparatory work for setting up the company and the process of establishing the company, and is providing ongoing advice on tax, migration, and other issues. The SORAINEN team is led by Partner Algirdas Peksys and Senior Associate Saule Dagilyte.

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White & Case has advised PointPark Properties (P3), the specialist owner, developer and manager of European logistics properties, on its EUR 523 million acquisition of a Czech logistics portfolio from two funds controlled by Tristan Capital Partners and VGP.

P3, which is owned by the TPG Capital private equity firm and the Ivanhoe Cambridge real estate company, agreed to buy 58 warehouses and development land covering a total of 627,000 square meters in a number of strategic locations across the Czech Republic, including Prague.

“We were very pleased to support our client on a landmark deal which continues its growth strategy and strengthens its position in the top rank of European logistics warehouse owners,” said White & Case’s Prague-based Partner Petr Panek, head of the firm’s Real Estate practice in Central & Eastern Europe. “This eye-catching acquisition is also one of the largest single logistics transactions by value in Europe of the past decade and the largest direct real estate deal in the history of the Czech Republic.”

The White & Case team in Prague was led by Panek and Partners Damian Beaven and Jonathan Weinberg, with support from Local Partners Vaclav Kubr, Ivo Janda, and Jan Linda, and Associates Jan Stejskal, Karel Petrzela, Marianna Galusova, Kamila Dankova, Eva Svrckova, and Magda Olysarova.

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Kinstellar has advised Deceuninck, a global manufacturer of PVC and composite window and door systems, on the acquisition of 81.23% of the shares of Pimas Plastik Insaat, the leading Turkish PVC windows profile producer.

The acquisition, which remains subject to clearance by Turkish and Russian competition authorities, will be followed by a public tender in Turkey for the remaining publicly held shares of Pimas. According to in stellar, the acquisition is expected to strengthen Deceuninck’s position in Russia and Turkey, the first and second-largest PVC window markets in Europe, respectively.

The Kinstellar team was led by Partner Charles Dunn and Managing Associate Ozlem Tolonguc in Istanbul and Partner Razvan Popa and Senior Associate Oana Radulescu in Bucharest. Deceuninck was also advised by Linklaters’ Antwerp, Brussels and Moscow offices.

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Brandl & Talos has advised Century Casinos — a group of companies listed on NASDAQ on its decision to terminate its listing on the Vienna Stock Exchange due to low trading volume. On September 30, 2014, the Austrian Depositary Certificates (ADCs) traded on the Vienna Stock Exchange will automatically be converted into the corresponding number of shares in Century Casinos trading on NASDAQ.

The Vienna Stock Exchange has approved the delisting, pursuant to which September 23, 2014 will be the group’s last trading day.

Founding Partner Thomas Talos led his firm’s team in preparing the delisting and advising on related capital markets law issues. “We are very pleased that we could support Century Casinos with our capital markets experience in its withdrawal from the Vienna Stock Exchange,” Talos stated. “In light of the low trading volume as well as the continuing listing on NASDAQ, the termination of the listing in Vienna was a logical consequence.”

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Alexey Amvrosov is the Counsel & Manager of the Legal Department for IBM Russia/CIS. He sat down with CEE Legal Matters at IBM’s headquarters in Vienna to talk about his job.

 CEELM: What’s your educational background?

A.A.: I graduated from the University of Foreign Relations in Moscow – the main international university in Russia. It is under the Ministry of Foreign Affairs, and it has several faculties, including one for law studies. I graduated as a Bachelor in international commercial law in 1997, and as a Master in European law in 1999.

 CEELM: Why did you go into the law?

A.A.: It was really a very interesting period when I was deciding what I was interested in doing for a future career. The Soviet Union had just collapsed when I was finishing my school, and it was in the very early 90s, and unclear what was going to happen. It was to a large extent a practical decision. On the one hand, I am a humanities person, so I’m not really interested in things like Physics or Chemistry. On the other hand it was very unclear whether you could really do a career in the humanities for a living. You probably could, but it was very challenging. Also, the legal profession became very popular in the early 90s because the rules were changing, new investments were coming into the country, and the economy needed lawyers. So I thought it was a good combination of humanities, something which is in demand and something you can make a living from, so I thought, why not? And I’ve never regretted it since!

 CEELM: How did you start your career?

A.A.: I started working as a law clerk and then as an associate in the Moscow office of the German law firm now known as Noerr.  After 4 years, I changed to the British law firm Norton Rose, and I finally joined IBM back in 2005.

 CEELM: Why did you leave private practice to go in-house? Was that the plan all along, or was it an offer you couldn’t refuse?

A.A.: It’s rather the latter. It was just a very good offer. It was much more international than the previous role. Of course I had done international projects, but primarily on Russian-related aspects. As you know, if you’re based there and work there, especially as a locally-qualified lawyer, you primarily cover the local aspects of deals, even if the deal is international. Also, for lawyers it is much more difficult than in most other professions to do truly international and cross-border things, because you’re normally qualified under the law of a certain country. So that’s why I felt I just couldn’t resist IBM’s offer. Plus, it was an opportunity to go directly to Vienna, which was the headquarters of Central and Eastern Europe at IBM. So, that was the key reason – to move, to do more international and diverse things. Of course I run and coordinate the Russian & CIS legal department in IBM, but at the same time I do also some cross-regional CEE stuff, like for example I’m the center of competence for the public sector, which is mainly public procurement, and also litigation.

 CEELM: Are there various European heads in this office? Is this the main European headquarters for IBM, for legal? 

A.A.: Not exactly – but we have several senior lawyers based here, covering different regions in CEE as well as the CEE in general, including Russia and CIS.

 CEELM: You’re Russian-qualified. Are you qualified in Austria, or anywhere else?

A.A.: Not officially – I did some studies in German law, and a lot of various training courses, but not a formal qualification. But you know, when you work in-house, especially in such an international place, you get a pretty good feeling for the legal order in general. Working in-house is not only about interpreting a specific law, but also understanding the company’s approaches, its business practices, risk appetites, balancing risks and benefits, pros and cons, and so on.

 CEELM: It’s strategic, I would think. 

A.A.: Exactly. How the company views that, or this. Even with regard to contracts, we’re a very big organization as you can imagine, and have all kinds of guides, how you approach this or that contractual clause, how you work with a certain template, what you can concede, what you should not concede, what provision is more important or less important. It’s a skill. At the end of the day, the laws of various jurisdictions are similar, and in many cases you can give a sound legal interpretation irrespective which country’s law is involved. An in-house lawyer has to not only understand the law in the jurisdiction he or she covers, but also needs to have a deep understanding of the business. It means practical, innovative, and proactive advice tailored to meet our internal clients’ needs and goals. Another skill is to have a gut feeling as to when it is really necessary to involve local legal professionals for a specific legal question – when running a major international project with many countries involved, you don’t have the luxury to do that on every occasion and on a daily basis, but you should understand when it is a must.

 CEELM: Why isn’t the Head of Legal for Russia/CIS at IBM in Moscow? 

A.A.: First, I travel to Moscow very often, so I wouldn’t say “I am not there.” As regards my being based in Vienna, it’s a combination of several factors. The first reason is that I moved here because all CEE critical roles at the time were centered in Vienna headquarters, although now it is a bit different and we have more people locally. Second, being a team of senior lawyers in one place has the benefit that you can share views and opinions with your colleagues from the same seniority level but from different subregions. Third, when you are  based locally, you may be tempted to become too business-friendly, and you can find yourself compromising legal positions in favor of business preferences. Being based somewhere else gives you a little more independence, and you can be more balanced. It’s not the biggest issue to be fully local – it’s doable, too – but being based in a different place does give you some distance, some perspective.

 CEELM: I know IBM has a lot of product lines. Not just technology, not just sales, but professional services … a lot of different things going on. That must make for a particularly challenging role for you. There must be a lot of different things you need to stay on top of, is that right? 

A.A.: Yes, and that’s really very interesting. This is one of the key advantages of my role. It is, absolutely, because you never get bored. That’s important. If you work for a highly-specialized company and you do the same thing day after day, it really gets boring. Or if you work for a big law firm, you often face the same issue. Here it is really an advantage that you have many things. We’re a relatively small department – we have several people covering Russia and CIS – much smaller than more mature markets like Germany or France. So we do more or less everything. I think that’s a big advantage, that you always learn something new, and IBM always develops something new – a new approach or a new product – and new legal issues always appear. Not less importantly, all of our lawyers have very sound commercial skills, so we’re not just legal advisers, but business advisers too. The key for lawyers to thrive here is to be able to support their clients proactively and pragmatically: theorists and nay-saying “policemen” don’t survive. The business sees us as crucial members of their team. We’re not the back office function called on to offer opinions reactively. We work on complex transactions and business strategies from day one. Our mission is to listen to what our internal clients are looking to achieve, and help them reach their objectives in a manner which is not only legal and ethical but also makes the most business sense.

 CEELM: Tell me about your legal team – how big, what are the key challenges? 

A.A.: Four people in Russia and one person in Ukraine. We are a small but very professional and well-coordinated team. We’re challenged by the fact that we’re often operating in areas where the law’s in flux and there simply isn’t enough jurisprudence to deliver cast-iron clarity. So, we have to have a very strong infrastructure and ethic in place that allows us to work truly as a team, and as one that’s practical and decisive.

 CEELM: And who do you report to?

A.A.: The Regional Counsel of CEE, based also in Vienna.

Jonathan Weinberg is a Canadian lawyer working in the Czech Republic, where he is Partner and Head of Banking & Finance for CEE and CIS at White & Case. He has extensive experience in a wide range of finance transactions, having acted for lenders, equity sponsors, and corporate borrowers at all levels of the capital structure, in deals ranging from asset finance, project finance and LBOs to securitizations and other structured financings.

 CEELM: To start, how and where did your legal career begin – and how did you end up in the Czech Republic?

J.W.: In Canada, we write the LSAT exam – essentially a logic and comprehension test – as a basis for application to law school. I wrote it as a sort of dare, and surprised everyone (not least myself) by doing well enough that I was admitted to Osgoode Hall without a bachelor’s degree, as the (then) youngest-ever freshman. Following training at Stikeman Elliott in Toronto, I pursued an LL.M. at the London School of Economics, where for reasons I can’t quite remember I studied shipping and international trade law. 

This led inevitably to a job as a ship finance lawyer in London, from which I was poached by the famous Stephen Mostyn-Williams to help set up a leveraged practice at Cadwallader, under Stephen and the excellent Christopher Kandel. I followed Christopher to White & Case, and was later asked by Jan Matejcek [in 2009] to come to Prague as the CEE Head of Bank Finance, and help ready the region for its integration into our new EMEA-based structure. I have been here ever since.

 CEELM: What is your role, exactly, at White & Case? Does being an expat in the Prague office involve different responsibilities than the Czech partners have?

J.W.: Following the absorption of the CEE into EMEA, I have been heading up the Prague English Law Finance practice, doing top-tier cross-border transactions across the region and in a mix of finance fields. As such, my role and responsibilities differ in that I need to be visible on more markets than Prague only, and consequently spend time in Vienna, Frankfurt, Warsaw, and London to name a few places, talking to banks and sponsors about their expectations and opportunities across the region. I also need to be more involved in training and supervision, to ensure that the quality of the English law offering in Prague is  identical to the superlative quality of the London practice.

 CEELM: What were the main challenges you faced when starting to work on the Continent, and are those the same challenges you face today?

J.W.: It is humbling that so many Central and Southern Europeans speak excellent English, but one must be careful not to overlook subtle cultural distinctions. Everyone has their own way of communicating and doing business, and it is a constant challenge – if always a fascinating and rewarding one – to be aware of the appropriate approach to take and tone to strike. I don’t always get it right.

 CEELM: How do you think your career was affected by the decision to move outside of the UK?

J.W.: I have always worked on international transactions, and in fact quite early no in my career began to informally focus on deals involving Central and East European elements. So changing location was in one way not a big big change in my practice. However, helping to organize and integrate the banking practice into the wider EMEA and global network made me focus more on the importance of consistency – particularly in training, but also in more abstract issues like forms and branding – across the practice group and the importance also of working closely with colleagues from other practice groups to support one another. Working in a smaller market inevitably means that you have to break down silos and share information and opportunities in order to be successful.

 CEELM: Have you identified any unique cultural aspects of being an expat working in the Czech Republic?

J.W.: The best role an expat can play is to bring a fresh perspective to the table. One must always strive to accommodate different perspectives and to learn from one another, and one must never assume that one is right, but having a common law background and training from within a more mature and larger market means that occasionally I can offer a solution or perspective which helps to break a deadlock or resolve an issue that locally seemed not amenable to redress.

 CEELM: In general terms, how do you think the lawyers in the Czech Republic compare with those in the more established legal markets of the UK or US? Have you seen improvement in the market since you arrived? Are there particular areas they need to improve even more?

J.W.: There is still a degree to which this market is maturing, but it is catching up fast. There have definitely been improvements in the 5 years I have been here; not least in the degree to which the local market has adapted to and understands the used and peculiarities of English law and LMA documentation. 

The biggest challenge seems to be the legal framework and the way in which law students and junior lawyers are educated. With the new Civil Code, some limitations of Czech law have been addressed, but there is further to go. And a rules-based system of law (as opposed to a principles-based one, as obtains in the UK) tends to work against certainty of outcome and linear reasoning. I saw the same in Paris when I worked there, so it is not only a problem in the Czech Republic.

 CEELM: On the lighter side, what is your favorite spot in Prague and why?

J.W.: There is an ice cream shop called Angelato on Rytirska Street. One scoop of Pistachio, one of Baccio, and an espresso, at a table outside. I think I will go there now, actually. 

Alexey Amvrosov is the Counsel & Manager of the Legal Department for IBM Russia/CIS. He sat down with CEE Legal Matters at IBM’s headquarters in Vienna to talk about his job.

 CEELM: What’s your educational background?

A.A.: I graduated from the University of Foreign Relations in Moscow – the main international university in Russia. It is under the Ministry of Foreign Affairs, and it has several faculties, including one for law studies. I graduated as a Bachelor in international commercial law in 1997, and as a Master in European law in 1999.

 CEELM: Why did you go into the law?

A.A.: It was really a very interesting period when I was deciding what I was interested in doing for a future career. The Soviet Union had just collapsed when I was finishing my school, and it was in the very early 90s, and unclear what was going to happen. It was to a large extent a practical decision. On the one hand, I am a humanities person, so I’m not really interested in things like Physics or Chemistry. On the other hand it was very unclear whether you could really do a career in the humanities for a living. You probably could, but it was very challenging. Also, the legal profession became very popular in the early 90s because the rules were changing, new investments were coming into the country, and the economy needed lawyers. So I thought it was a good combination of humanities, something which is in demand and something you can make a living from, so I thought, why not? And I’ve never regretted it since!

 CEELM: How did you start your career?

A.A.: I started working as a law clerk and then as an associate in the Moscow office of the German law firm now known as Noerr.  After 4 years, I changed to the British law firm Norton Rose, and I finally joined IBM back in 2005.

 CEELM: Why did you leave private practice to go in-house? Was that the plan all along, or was it an offer you couldn’t refuse?

A.A.: It’s rather the latter. It was just a very good offer. It was much more international than the previous role. Of course I had done international projects, but primarily on Russian-related aspects. As you know, if you’re based there and work there, especially as a locally-qualified lawyer, you primarily cover the local aspects of deals, even if the deal is international. Also, for lawyers it is much more difficult than in most other professions to do truly international and cross-border things, because you’re normally qualified under the law of a certain country. So that’s why I felt I just couldn’t resist IBM’s offer. Plus, it was an opportunity to go directly to Vienna, which was the headquarters of Central and Eastern Europe at IBM. So, that was the key reason – to move, to do more international and diverse things. Of course I run and coordinate the Russian & CIS legal department in IBM, but at the same time I do also some cross-regional CEE stuff, like for example I’m the center of competence for the public sector, which is mainly public procurement, and also litigation.

 CEELM: Are there various European heads in this office? Is this the main European headquarters for IBM, for legal? 

A.A.: Not exactly – but we have several senior lawyers based here, covering different regions in CEE as well as the CEE in general, including Russia and CIS.

 CEELM: You’re Russian-qualified. Are you qualified in Austria, or anywhere else?

A.A.: Not officially – I did some studies in German law, and a lot of various training courses, but not a formal qualification. But you know, when you work in-house, especially in such an international place, you get a pretty good feeling for the legal order in general. Working in-house is not only about interpreting a specific law, but also understanding the company’s approaches, its business practices, risk appetites, balancing risks and benefits, pros and cons, and so on.

 CEELM: It’s strategic, I would think. 

A.A.: Exactly. How the company views that, or this. Even with regard to contracts, we’re a very big organization as you can imagine, and have all kinds of guides, how you approach this or that contractual clause, how you work with a certain template, what you can concede, what you should not concede, what provision is more important or less important. It’s a skill. At the end of the day, the laws of various jurisdictions are similar, and in many cases you can give a sound legal interpretation irrespective which country’s law is involved. An in-house lawyer has to not only understand the law in the jurisdiction he or she covers, but also needs to have a deep understanding of the business. It means practical, innovative, and proactive advice tailored to meet our internal clients’ needs and goals. Another skill is to have a gut feeling as to when it is really necessary to involve local legal professionals for a specific legal question – when running a major international project with many countries involved, you don’t have the luxury to do that on every occasion and on a daily basis, but you should understand when it is a must.

 CEELM: Why isn’t the Head of Legal for Russia/CIS at IBM in Moscow? 

A.A.: First, I travel to Moscow very often, so I wouldn’t say “I am not there.” As regards my being based in Vienna, it’s a combination of several factors. The first reason is that I moved here because all CEE critical roles at the time were centered in Vienna headquarters, although now it is a bit different and we have more people locally. Second, being a team of senior lawyers in one place has the benefit that you can share views and opinions with your colleagues from the same seniority level but from different subregions. Third, when you are  based locally, you may be tempted to become too business-friendly, and you can find yourself compromising legal positions in favor of business preferences. Being based somewhere else gives you a little more independence, and you can be more balanced. It’s not the biggest issue to be fully local – it’s doable, too – but being based in a different place does give you some distance, some perspective.

 CEELM: I know IBM has a lot of product lines. Not just technology, not just sales, but professional services … a lot of different things going on. That must make for a particularly challenging role for you. There must be a lot of different things you need to stay on top of, is that right? 

A.A.: Yes, and that’s really very interesting. This is one of the key advantages of my role. It is, absolutely, because you never get bored. That’s important. If you work for a highly-specialized company and you do the same thing day after day, it really gets boring. Or if you work for a big law firm, you often face the same issue. Here it is really an advantage that you have many things. We’re a relatively small department – we have several people covering Russia and CIS – much smaller than more mature markets like Germany or France. So we do more or less everything. I think that’s a big advantage, that you always learn something new, and IBM always develops something new – a new approach or a new product – and new legal issues always appear. Not less importantly, all of our lawyers have very sound commercial skills, so we’re not just legal advisers, but business advisers too. The key for lawyers to thrive here is to be able to support their clients proactively and pragmatically: theorists and nay-saying “policemen” don’t survive. The business sees us as crucial members of their team. We’re not the back office function called on to offer opinions reactively. We work on complex transactions and business strategies from day one. Our mission is to listen to what our internal clients are looking to achieve, and help them reach their objectives in a manner which is not only legal and ethical but also makes the most business sense.

 CEELM: Tell me about your legal team – how big, what are the key challenges? 

A.A.: Four people in Russia and one person in Ukraine. We are a small but very professional and well-coordinated team. We’re challenged by the fact that we’re often operating in areas where the law’s in flux and there simply isn’t enough jurisprudence to deliver cast-iron clarity. So, we have to have a very strong infrastructure and ethic in place that allows us to work truly as a team, and as one that’s practical and decisive.

 CEELM: And who do you report to?

A.A.: The Regional Counsel of CEE, based also in Vienna.