Category: Uncategorized

  • Alekseev, Boyarchuk and Partners Advises on Set-Up of First Charity Trading Platform in Ukraine

    Alekseev, Boyarchuk and Partners Advises on Set-Up of First Charity Trading Platform in Ukraine

    Alekseev, Boyarchuk and Partners has announced that, working pro bono, it assisted in the development of Murahy.com, which the firm describes as “the first Ukrainian charitable e-commerce platform.”

    According to Alekseev, Boyarchuk and Partners, “the platforms working principle is simple: You sell> you buy> You are helping.”

    The development of the legal structure of the platform, legal analysis, advice on tax issues, and the development of contracts for Murahi was performed by several Alekseev, Boyarchuk and Partners partners, acting, the firm reports, “in the field of corporate social responsibility.”

  • Tips for Managing Billing Reports

    You want to make a lawyer cringe? Just bring up the topic of billing reports. Not only are they connected to the sensitive issue of hourly vs. fixed fee billing, but they are also simply annoying to write and read.

    Billing Reports: A conflict of interests

    At law firms, billing reports mean that lawyers are left scrambling at the end of the month to puzzle together what exactly they did in each 10 minute increment over the preceding 720 hours. Even worse, since you can’t bill for billing (or at least you shouldn’t), lawyers want to spend as little time and effort on this process as possible. Due to these discouraging circumstances, many billing reports are filled with insightful tidbits like “reviewed file” and “discussed matter”.

    On the client side, these vague billing descriptions create all sorts of problems. For example, when management asks the in-house team to report on the status of a legal matter, the in-house lawyers cannot rely on such billing reports to provide management with any useful details. Instead, they have to contact their lawyers for a status summary (and risk getting billed for this too). Further, in-house counsel are also frustrated because generalized descriptions provide little help with tracking the status and, more importantly, the growing costs of the matter.

    Due to the above conflicting interests, it’s quite easy for tensions to boil over and result in damaging blow-ups. To help you avoid such blow-ups, you can learn in this article a few tips for better managing the billing report process. In particular, you will learn the following:

    oFor in-house counsel, you will discover how to take control of the reporting process in order to ensure that you get the reports that you need.

    oFor law firm lawyers, you will discover a trick for quickly converting overly-vague reports into specific client-friendly descriptions.

    In-house Counsel: A description policy

    If you want to ensure that you get sufficient information in your billing descriptions, you need to get on top of this issue at the outset of your engagement. In particular, you should ensure that the engagement documentation includes a policy identifying what billing details are unacceptable. For example, for litigation engagements, you could forbid the following types of general descriptions:

    • Attention to matter 
    • Attention to file 
    • Review case and issues 
    • Conference with ‘so and so’ 
    • Review correspondence 
    • Arrangement 
    • Discovery 
    • Trial preparation 
    • Organize File 
    • Meeting 
    • Update strategy 
    • Motion work 
    • Work on project or case 
    • Pleadings 
    • Work on file 
    • Prepare for meeting 
    • Work on discovery 
    • Receive/review documents 
    • Research 
    • Analysis
    • Any other non-descript activity

    (The above list comes from an RFP for a major US office supply company.)

    Furthermore, you might also want to provide some insights on what should be included in the descriptions. For example, you could request that all billing descriptions for telephone conferences include (i) the purpose for the call and (ii) the names of all call participants. Such positive examples will better help external lawyers understand and meet your expectations.

    Once you set such a policy, your work is only half done. If you want external lawyers to take your billing policy seriously, you must be ready to enforce it regularly. This means that you should send back bills that don’t match your expectations and request corrections. Although this approach is annoying and time-consuming at first, in the long run, the external lawyers should get the hint and provide you with the descriptions you need.

    Law Firms: Leveraging matter summaries

    If you are working at a law firm, you probably find it tiring to fill out billing reports because they oftentimes require you to recall long-forgotten details. In this case, you should try the following Matter Summary approach, because it can oftentimes help you save time and energy in recalling important details for your reports.

    Step 1:  Obtain a Matter Summary

    As a first step, you need to find a summary of the specific matter. For litigators, this summary could be the client’s description of the factual background and a listing of the legal issues. For transactional attorneys, you are probably looking for the term sheet. 

    If necessary, you should modify this description to add the following important details:

    • Names of Key Parties (both company names and individual names)
    • Names of Primary Documentation (e.g. contracts or court filings)
    • Summaries of any specific legal issues

    Step 2: Prepare General Descriptions

    When you need to prepare your billing reports, you should begin by quickly creating short, general descriptions. With this simplified approach, you can avoid getting bogged down in the details and focus on ensuring that all of your time is recorded.

    Step 3: Modify with Matter Summary

    Once you have recorded all your time, go back through and elaborate your general descriptions with relevant details from your Matter Summary. For example:

    • General Description: “reviewed file regarding amendment”
    • Relevant Details from Summary:
      • Documentation: 3rd Amendment, dated X, between Companies Y and Z
      • Issue: Insufficient execution by John Doe, managing director of Company Y
    • Elaborated Description: “reviewed file regarding the 3rd Amendment, dated X, between Companies Y and Z with respect to the insufficient execution of John Doe, managing director of Company Y”

    Final Thoughts

    Although you are unlikely to find the above advice will turn the billing process into a pleasure-filled event, hopefully you will find the tips helpful in making the billing process a little more manageable.


    Aaron M. MuhlyAaron M. Muhly is the founder of Evelaw — a legal skills training consultancy. Muhly has worked extensively with lawyers as both a Chicago lawyer and as a training consultant for law firms in Europe.

     

  • BDK Advokati Advises Net Holding

    BDK Advokati Advises Net Holding

    BDK Advokati has advised Net Holding, a Turkish company operating in the real estate, tourism and gaming industries, on management agreements to operate two casinos in Montenegro – Casino Montenegro (in Podgorica) and Casino Avala (in Budva). The agreements were signed in December 2015, with closing in January and March 2016, respectively.

    The BDK team was led by Senior Partner Vladimir Dasic and Managing Senior Associate Luka Popovic. BDK Advokati continues to assist Net Holding on various regulatory matters concerning the gaming business in Montenegro.

    The Casinos did not retain external counsel on the deal.

  • Macedonia Enacts New Amendments

    Macedonia Enacts New Amendments

    Amendments to the Law on Technological Industrial Development Zones

    Another set of amendments to the Law on Technological Industrial Development Zones (“Law”) was recently enacted by the Assembly of the Republic of Macedonia.

    The amendments address the specific activities which are allowed or prohibited under the Law in the area of information and communication technology. All activities that are allowed to be conducted within these zones are now exhaustively listed in the recently-amended Law.

    Carrying out activities in the area of information and communication technology is conditioned with two pre-conditions i.e. (i) such activity cannot be transferred from other locations in Macedonia and (ii) the TIDZ user must hire at least 30 employees. The amendments also provide the possibility for designing separate land lots within the zones specifically for performing activities in the area of information and communication technology.

    Further regulation of the entry-exit of goods within a zone is also subject to the latest amendments. Currently, the entry-exit of transport vehicles and goods is regulated with the customs laws and is subject to supervision by the Customs Administration. According to the amendments, in addition to this, TIDZ users will be obliged to record every entry-exit of transport vehicles and goods in accordance with the Law. The new responsibilities for the TIDZ users will be applicable after the adoption of a new Rulebook by the Ministry of Finance.

    Amendments to the Law on the Securing of Claims

    The latest amendments to the Law on the Securing of Claims (“Law”) which will be applicable starting from 1 September 2016, provide improved legal framework for the process of securing claims and the registration of such securitisation in the public records. More specifically, the lawmakers used the opportunity to further specify the text of the Law with respect to the distinction between securitisation by transfer of movable or immovable assets. New provisions are added for regulating the procedure for establishing securitisation by transfer of ownership over movable assets. The same procedure will apply for securing claims by sale of moveable assets with retention of the ownership right.

    Regarding the institutional framework, creditors will be able to exercise their rights from securitisation by transfer of ownership only through the enforcement agents. The public notaries will only be in charge of their regular responsibilities (i.e. notarisation of the agreements/preparation of notarial deeds). Another novelty will be the two new registries which will be established by the Central Registry of the Republic of Macedonia i.e. (i) Registry for securitisation by transfer of ownership over objects and transfer of rights; and (ii) Registry for the sale of movable assets with the retention of ownership rights.

    The establishment of the new Registries and the parties’ obligation to register the secured claims at those Registries will provide better legal protection and certainty for both creditors and debtors. The Law stipulates a deadline of five days for registration, starting from the:

    • notarisation of the securitisation agreement or the preparation of the notarial deed;
    • amendments to the securitisation agreement; or
    • termination of the securitisation agreement.

    Amendments to the Law on Minerals

    Pursuant to the recent amendments to the Law on Minerals (“Law”), the mineral exploitation concession is automatically terminated from the moment when a bankruptcy or liquidation proceeding has been initiated over the concessioner. Until now, the Law did not stipulate the exact moment of termination of the exploitation concession in case of bankruptcy or liquidation, which technically entitled the concessionaire to use the exploitation concession during the course of the bankruptcy/liquidation proceeding.

    At the request of the Public Revenue Office (“PRO”), the lawmakers removed the obligation of the concessionaires to submit data regarding the loaded minerals to a PRO’s information system. Even though this responsibility for the concessionaires was introduced in 2014, it seems that the Ministry of Economy established that there are no suitable conditions to introduce such a system.

    The provisions also foresee the legalisation of undertaken boreholes for thermo-mineral water on the land which is the property of, or under lease to the applicant, for the concession of exploitation of thermo-mineral water. The rest of the amendments are used to further regulate certain aspects of the procedures (e.g. requirements, competences, etc.) for the awarding of exploitation or exploration concessions.

    By Bozidar Milosevic, Associate, Karanovic & Nikolic

  • Paksoy and Verdi Advise on CJ Group Acquisition of Mars Entertainment

    Paksoy and Verdi Advise on CJ Group Acquisition of Mars Entertainment

    Paksoy — working with the Kim & Chang law firm in South Korea — has advised South Korea’s CJ CGV Co. multiplex chain on its April 4, 2016 acquisition of the Mars Entertainment Group from Actera, Esas Holding, and minority shareholders. Verdi (on Turkish law matters) and Kirkland & Ellis (on English law matters) advised the sellers on the transaction, which remains subject to clearance from the Competition Board.

    CJ CGV is the largest multiplex cinema chain in South Korea and has branches in China, Vietnam, Indonesia, Myanmar, and the USA. According to Paksoy, the acquisition of Mars Entertainment Group represents “yet another step of CJ CGV’s international expansion into new markets.”

    Mars Sinema, which is part of Mars Entertainment Group, is the biggest movie chain in Turkey, operating approximately 736 screens under the “Cinemaximum” brand in 32 provinces across Turkey.  

    The Paksoy team advising CJ CGV was led by Partner Elvan Aziz, Senior Associate Selin Barlin Aral, and Antitrust Counsel Derya Genc.

    The Verdi team consisted of Partner Can Verdi and Associates Asli Bozdag Kurgan, Can Payal, Lara Turker Unsal, and Ece Erkoc.

  • Baker & McKenzie, Schoenherr, and CMS Advise on Acquisition of Austria’s Largest Hotel

    Baker & McKenzie, Schoenherr, and CMS Advise on Acquisition of Austria’s Largest Hotel

    Baker & McKenzie has advised BETHA Zwerenz & Krause and APM Holding on their acquisition of the Vienna Hilton Complex from Raiffeisen Zentralbank Osterreich AG, which had taken over the hotel in 2008. Schoenherr advised Raiffeisen Zentralbank Osterreich, while CMS advised ongoing leaseholder Hilton. The purchase price was not disclosed (although some reports have it at EUR 200 million), and closing took place in the beginning of April.

    The Hilton hotel was opened in 1975. With 579 rooms, it is the largest hotel in Austria. The complex also includes Austria’s largest hotel conference center, with conference capacities for 800 persons and about 4,000 square meters of office spaces.

    The transaction was structured as an asset deal. “The deal did not only involve a high transaction volume, but we also had to deal with some peripheral issues that arose from the property’s history,” says Baker & McKenzie Partner Stephan Groess, who headed the firm’s team on the deal. “This applied, in particular, to easements with neighboring properties. Furthermore, we had to set up a complex financing structure and hedge the hotel operator’s commitment.” Groess was supported by Vienna-based Partner Dieter Buchberger, Senior Associate Franz Arztmann, and Associates Julia Moser, Andrea Eigner, and Junior Associate Michaela Koch. The team also included Munich-based Partner Matthias Eggert.

    Raiffeisen Central Bank was advised by Schoenherr Partner Michael Lagler, who was assisted by Attorney at Law Constantin Benes and Associate Serap Aydin.

    CMS Partner Johannes Hysek advised Hilton on the deal.

    Image source: PMA

  • Antika Successfully Defends Interests of AWT Britannia LLC in Tax Dispute

    Antika Successfully Defends Interests of AWT Britannia LLC in Tax Dispute

    Ukraine’s Antika Law Firm has successfully defended the interests of AWT Britannia LLC — part of AWT Bavaria, the official importer of BMW, MINI, and Rolls-Royce cars and motorcycles into Ukraine — in a dispute with the State Tax Inspectorate in Kiev.

    The decision of the Supreme Administrative Court of Ukraine upheld the decisions of courts of previous instances regarding AWT Britannia’s claim that the State Tax Inspectorate’s “tax decision-notice” was wrongful and should be cancelled.

    According to Antika, “AWT Britannia LLC has appealed against the tax decision-notice, which reduced the loss of the company for the purpose of the corporate tax calculation in the amount of UAH 4,189,642” [approximately EUR 143,000].

    The Antika team consisted of Senior Associate Alexandra Fedorenko, working under the supervision of Partner Andrey Kuznetsov.

  • Security with an Expiration Date – A Recent Decision on Set-Off in Austrian Insolvency Proceedings and Highlights on Set-Off in Insolvency Proceedings in Other CEE Countries

    Security with an Expiration Date – A Recent Decision on Set-Off in Austrian Insolvency Proceedings and Highlights on Set-Off in Insolvency Proceedings in Other CEE Countries

    The right to set-off claims and obligations in insolvency proceedings is an important tool for creditors in order to protect themselves against the insolvency risk of a contractual counterparty.

    This article gives a short overview of the rules for set-off in insolvency proceedings in Austria and certain CEE jurisdictions not taking into account special provisions for close-out netting and similar transactions.  

    Austria

    Set-off in insolvency proceedings

    Austrian law allows creditors to set-off obligations owed by them to an insolvent debtor, against their claims against the relevant insolvency estate. This right to set-off claims in insolvency proceedings provides creditors of insolvent debtors with de facto security. As long as the creditors’ obligations towards the insolvent debtor are at least equal to their claims against the insolvent debtor, they are protected from any loss in insolvency proceedings. However, a recent decision of the Austrian Supreme Court (OGH) sets an expiration date to this right.

    Other than outside of insolvency proceedings, set-off is also possible if the relevant claims and obligations (i) have not yet fallen due; (ii) are contingent; or (iii) in the case of a creditor’s claims, are not monetary claims. This is due to the provision that all claims against the insolvent debtor, but not claims of the insolvent debtor, are converted into monetary claims and become due upon the opening of insolvency proceedings.

    A creditor does not even have to file the claims he wants to set-off against his obligations against the insolvent debtor during insolvency proceedings. Thus, even if insolvency proceedings are opened with regard to a creditor’s debtor, the creditor does not have to participate in the insolvency proceedings at all.

    Restriction on set-off

    The law, however, restricts set-off of claims obtained or obligations which arose prior to the opening of insolvency proceedings, against obligations which arose or claims obtained after the opening of such proceedings. The restriction applies in particular to claims acquired and obligations assumed by the relevant creditor from a third party. In addition, a creditor may not set-off claims obtained in the last six months prior to opening of insolvency proceedings if, at the time of the acquisition, he knew or ought to have known of the debtor’s insolvency. The aim of this provision is to protect creditors dealing with a later insolvent debtor and relying, in good faith, on their right to set-off while preventing the right to set-off being abused depleting the insolvency estate.

    Especially where different members of a group deal with one counterparty, this restriction has to be borne in mind. In the event of the insolvency of the counterparty, the group may be left with claims and obligations which they are unable to set off because claims are owned and obligations are owed by different members of the group. Careful structuring of the contractual relationship may help to mitigate this risk.

    Security with an expiration date

    Until recently it was unclear whether a creditor could also rely on its right to set-off, in the case where a restructuring plan (Sanierungsplan) had been accepted and confirmed by the court. If a restructuring plan becomes effective, unsecured claims are reduced to the quota provided for in the restructuring plan. For a creditor who also has obligations towards the insolvent debtor, this poses a crucial question: can he still set-off his entire claim against his obligations, or is his claim reduced in line with the quota for purposes of set-off?

    Past decisions by the Supreme Court were not coherent on this question. While in some cases the Supreme Court argued that it would be unjust to deprive the creditor of his right to full set-off, in other cases it was held that creditors could set-off their obligations against the entire claim prior to the effectiveness of a restructuring plan but only against the quota after effectiveness of such plan.

    In its decision 6 Ob 179/14p, the Supreme Court, by way of a reinforced senate decision, ruled that an effective restructuring plan reduces claims for purposes of a later declared set-off. This means that where a creditor waits too long with declaring set-off, he may find himself in a position where he cannot set-off against his whole claim anymore but against a quota only.

    Thus, creditors intending to declare set-off can no longer just lean back and ignore the insolvency proceedings. From now on, they will have to take care not to wait until it is too late if they want to avoid paying in full but receiving only a quota.

    …and beyond

    Croatia

    In Croatian insolvency proceedings, claims can generally be set-off if the Civil law requirements for set-off are met. Only claims acquired and obligations incurred before the opening of insolvency proceedings may be set-off against each other. Set-off is not possible if the relevant claim has been acquired in the last six months preceding the opening of the insolvency proceedings, if the creditor knew or ought to have known that the debtor was unable to make payments, or that an application for insolvency had been filed. Claims resulting from a voidable legal act cannot be used for set-off.

    Czech Republic

    Creditors are generally also permitted to set-off claims during insolvency proceedings if the Civil law requirements for set-off were met prior to the opening of the proceedings. In addition, the creditor may only declare set-off if he has registered his claim, the claim has been obtained by valid and enforceable legal action, and most importantly, the creditor had not been aware of the debtor’s insolvency when acquiring the claim. The court may order further limitations on set-off.

    Set-off is generally not permitted during a moratorium or in reorganisation proceedings.

    Hungary

    Set-off is not allowed during a moratorium in reorganisations. During liquidation, only claims that have been recognised by the liquidation administrator may be set-off. Further, only claims and obligations existing and owned at the time of opening of liquidation may be set-off against each other. Finally, a creditor cannot set-off if he participates in the sale of the assets of the debtor as buyer.

    Poland

    Creditors in Polish bankruptcy proceedings may set-off their claims with their obligations against the debtor provided such claims and obligations existed prior to the opening of the bankruptcy proceedings. Set-off is facilitated in bankruptcy proceedings as all claims against the insolvent debtor are converted into monetary claims, and all such claims become due upon the opening of bankruptcy proceedings.

    Set-off is not permitted if the creditor incurred its obligation against the insolvent debtor after the opening of insolvency proceedings. Furthermore, set-off is not permitted where a claim against the insolvent debtor has been acquired by means of assignment or endorsement subsequent to the declaration of bankruptcy, or acquired during the last year before the date of the declaration of bankruptcy if the acquirer was aware of the existence of a ground for the declaration of bankruptcy.

    Serbia

    Set-off is generally allowed in Serbian insolvency proceedings if Civil law requirements for set-off are fulfilled.

    All creditors’ claims will be deemed due, and all non-monetary claims are converted into monetary claims upon the opening of insolvency proceedings. Set-off is thus facilitated in insolvency proceedings. Generally, set-off may only be declared if the requirements for set-off have been met prior to filing of the petition for insolvency. Set-off is not permitted where the creditor acquired or became entitled to the relevant claim within six months prior to filing of the petition for insolvency proceedings, if the creditor knew or ought to have known that the debtor was insolvent or over-indebted, and if the creditor acquired the right to set-off through a voidable preferential transaction.

    However, in practice, set-off is not used regularly in Serbian proceedings.

    Slovakia

    While set-off is not permitted in restructuring proceedings, claims can be set-off in bankruptcy proceedings if the Civil law requirements for set-off are met. Set-off is facilitated somewhat as all receivables and obligations of the debtor become due upon the opening of insolvency proceedings.

    Claims obtained, including by way of acquisition after the opening of insolvency proceedings, cannot be set-off against obligations which arose before such proceedings were opened. Receivables have to be registered with the insolvency administrator before set-off can be declared. Claims resulting from a voidable legal act cannot be used for set-off.

    Slovenia

    Slovenian law distinguishes between compulsory settlement proceedings and bankruptcy proceedings.

    In compulsory settlement proceedings, all non-monetary claims against the insolvent debtor are automatically converted into monetary claims denominated in EUR. Where the insolvent debtor has a counterclaim, set-off is declared ex lege. This also applies if claims have not yet fallen due. Automatic set-off does not apply to secured or priority claims.

    In bankruptcy proceedings the same principles apply in general, however, claims against the insolvent debtor acquired after opening of bankruptcy proceedings may not be used for set-off. Further, contingent claims will only be set-off upon the request by the creditor and subject to the consent of the relevant court.

    By Miriam Simsa, Attorney at LawSchoenherr

  • White & Case Advises Yandex on Moscow Headquarters Acquisition

    White & Case Advises Yandex on Moscow Headquarters Acquisition

    White & Case has advised Yandex, one of the largest European Internet companies and the leading search provider in Russia, on its acquisition from Krasnaya Roza 1875 Limited of a newly created entity that will own the central Moscow office complex that houses the group’s Russian headquarters. Skadden Arps reportedly advised Krasnaya Roza 1875 on the deal.

    The complex acquired by Yandex is spread across approximately four hectares and includes seven buildings with around 80,000 square meters of Class A and B office space, 65 percent of which is currently occupied by the Yandex group. Yandex will continue to lease a portion of the space to third-party tenants in the medium-term, while securing access to additional space for long-term growth as the Yandex group expands.

    Yandex has entered into a Framework Agreement with Krasnaya Roza 1875 Limited, a Cypriot company, pursuant to which Yandex will issue 12,900,000 new Class A ordinary shares to KR1875 in exchange for a 100 percent interest in a newly-created company that will hold title to the office complex and that will have approximately USD 490 million of debt at closing. Krasnaya Roza 1875 Limited has agreed to enter into a lock-up agreement in respect of these Yandex shares for a period of 90 days from closing. The closing of the transaction remains subject to certain conditions, including required regulatory approvals, and is anticipated to occur in the second half of 2016.

    The White & Case team which advised on the transaction was led by Partner Eric Michailov and Associate Daria Plotnikova, supported by Local Partner Anastasia Putilova, Counsel Adam Smith, and Associates Vladislav Ivanov, Timofey Neklyudov, and Alina Chupakhina.

    Skadden did not reply to our inquires about its team on the deal.

    Image Source: archi.ru

  • Leading Lawyers Review State of the Hungarian Market at CEELM Round Table

    Leading Lawyers Review State of the Hungarian Market at CEELM Round Table

    A virtual who’s who of the Hungarian legal market gathered at Dentons’ Budapest office this afternoon for a CEE Legal Matters Round Table conversation about the state of and prospects for the Hungarian economy and the Hungarian legal market.

    The event, organized in preparation for the upcoming issue of the CEE Legal Matters magazine, was attended by an elite selection of senior and Managing Partners from Hungarian law firms, including:

    • Edward Keller (Dentons) — Hosts
    • Zoltan Lengyel (Allen & Overy)
    • Gabriella Ormai (CMS)
    • Andras Posztl (DLA Piper)
    • Tamas Szabo (Szabo Kelemen & Partners)
    • Zoltan Faludi (Wolf Theiss) 

    They were joined, on the in-house side, by

    • Roland Csecsei (Senior Legal Manager Balkan (Bulgaria, Albania, Macedonia, Serbia, Montenegro), Pannonia (Hungary, Bosnia and Herzegovina, Croatia, Slovenia) & Germany at Avon)
    • Daniel Szabo (Country Counsel for Hungary at Hewlett Packard Enterprise)
    • Zoltan Fenyi (Head of Legal at Sberbank)

    “We were delighted to host this round table discussion,” said Edward Keller, Partner at Dentons, which hosted the event. “We at Dentons continue to believe in the Hungarian market, and it was interesting to see that our peers largely share the same opinion. Of course it is always enlightening to discuss the market with our peers and to exchange opinions, and we are grateful to CEE Legal Matters for organizing.”

    A full summary of the conversation will be published in the April 2016 issue of the CEE Legal Matters magazine. If you’d like to subscribe to receive a copy of the magazine you can register for a subscription here.