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Soltysinski Kawecki & Szlezak has assisted Eurocash S.A. in its acquisition of 50% of the shares in Firma Rogala sp. z o.o., one of the largest franchisees of the Delikatesy Centrum chain.

According to the firm, the scope of its advice “included in particular: assistance in carrying out a comprehensive restructuring of Firma Rogala sp. z o.o., developing a concept for [the] cooperation of the existing owners of Firma Rogala sp. z o.o. and Eurocash S.A., negotiation [of] the transaction documentation, [and] assistance in signing the share sale agreement.” The transaction closed on January 29, 2016. 

The SK&S team was led by Partner Pawel Moskwa, who was assisted by Senior Associate Leszek Malecki and Associate Edyta Prociak. 

SK&S did not reply to inquiries about counsel for Firma Rogala.

Image Source: Arina P Habich / Shutterstock.com

Wolf Theiss has advised Allianz Real Estate Germany GmbH on its acquisition of a 49.5% share of the Fischapark shopping center from SES Spar European Shopping Centers. CHSH advised SES on the group.

The Fischapark shopping center — located in Wiener Neustadt, a city south of Vienna — was recently expanded by the SES Group, and it features 120 shops and restaurants.

Wolf Theiss conducted the due diligence and advised Allianz Real Estate on the purchasing contract, the joint-venture agreement, the asset management and center management contract, and on the capital increase of the parent company – all under Austrian law.

“Shopping centers are one of our core competencies,” said Peter Oberlechner, Partner at Wolf Theiss and Head of the Real Estate team. “We’re excited to have been able to share our expertise with Allianz Real Estate.” Oberlechner led the firm’s team, supported by Senior Associate Stefan Weishaupt and Associates Bernadette Zelger and Elisabeth Peck.

The CHSH team was led by Partner Mark Krenn, and included Partners Thomas Zivny and Bernhard Kofler-Senoner.

Image Source: ses-european.com

Elena Gabdulkhaeva joined E.ON as its new Corporate Policy Director from Metro Cash & Carry, where she was Head of Legal and Compliance.

Gabdulkhaeva worked for Metro for 6 years before joining E.ON. Prior to that, she was the Head of Legal Corporate and External Affairs at OBI between May 2007 and November 2009, the Head of Legal at TNT between May 2005 and May 2007, and the Head of the Legal Department at GC Severtrans between July 2004 and May 2005. Earlier experience include working as a Legal Counsel for JSC Slavyansky Shipyard and for the Marine Administration.

Gabdulkhaeva explained to CEE Legal Matters that within her new role she will be responsible for legal, corporate affairs (governance and relations with shareholders), and RE asset management.

Kocian Solc Balastic has advised on the January 2016 squeeze-out of minority shareholders from Ceska Telekomunikacni Infrastruktura (CETIN) which the company’s board decided on in December 2015.

KSB reported that its advice was “unique” because the squeeze-out was one of the first performed under the new Corporations Act, which took effect on 1 January 2014, with squeeze-out provisions differing substantially from the ones under the previous Commercial Code. “As a result,” the firm reported, “there were various interpretation issues with no case-law support.”

KSB’s advice covered the entire squeeze-out procedure, including cooperation on many issues associated with compensation payments to more than thirty thousand shareholders. According to the firm “this figure is another reason which made the deal so unique.”

Following the squeeze-out, CETIN became fully owned by a PPF Group company which owned over 90% of the shares in CETIN before the squeeze out. CETIN was established last year as the survivor of the O2 Czech Republic spin-off (as reported by CEE Legal Matters on June 3, 2015).

The pan-Baltic Triniti law firm has established a Polish Desk in Vilnius, headed by Associate Partner Justina Stucka.

According to a statement published by the firm, Triniti “will continue to advise the Polish companies which are developing or intending to develop their activities in Lithuania, Latvia and Estonia, by providing them with full-scope legal assistance. This assistance is normally associated with the matters of incorporation, obtaining the documents for the company’s activities or recruitment of employees, including the legal advice concerning the acquisition of companies, trademark registration, concluding contracts or resolving any disputes which might arise.”

The Polish desk will also advise Lithuanian, Latvian, and Estonian companies considering their business development prospects in Poland, and “provides assistance by sharing valuable contacts with the ones who are looking for advisers, business partners, export opportunities or solutions for setting up a business in Poland. We actively cooperate with various organizations as well as embassies and local authorities.”

The firm is a member of the Polish-Lithuanian Chamber of Commerce in Lithuania.

Sayenko Kharenko successfully represented the interests of the DF Group companies, including JSC Azot, JSC Rivne Azot, PJSC Severodonetsk Azot Association, and JSC Concern Stirol, in court proceedings initiated by EuroChem, one of the world’s leading mineral fertilizer producers, in order to abolish anti-dumping measures imposed on imports of ammonium nitrate originating in Russia into Ukraine.

Group DF operates across Europe and Asia, focusing on the fertilizer and titanium businesses and gas distribution. Sayenko Kharenko describes it as “one of the leading chemical industry investors in Eastern Europe.”

According to Sayenko Kharenko, the judgments of the courts considering the case — from first instance up to Ukrainian Supreme Court — “contain several crucial conclusions that may have precedential value for Ukraine.” In particular, according to the firm, “the courts ruled that the Interdepartmental Commission on International Trade (the ‘Commission’) has exclusive competence to adopt decisions on initiation of investigations and reviews as well as on application of anti-dumping measures. Dumping, material injury caused by such dumping as well as other grounds mandatory for application of anti-dumping measures (including adoption of decision under which anti-dumping measures shall not apply to particular companies) shall be established only by competent authorities and only in the course of anti-dumping investigation. Another crucial aspect, particularly important for foreign companies, is that the conclusions of the Commission made in respect of a holding company shall not apply to related companies because under the effective legislation anti-dumping duty rate shall be established individually for each producer and exporter. Additionally, for substantiating their positions, the courts directly referred not only to the WTO Agreements, but also quoted WTO jurisprudence.” 

Sayenko Kharenko’s team was led by Partner Tatyana Slipachuk and included Senior Associate Anzhela Makhinova and Associates Olexiy Gerasimchuk and Oleksandra Brovko. 

DZP has advised a consortium consisting of PORR Polska Infrastructure SA, ZUE SA, and Przedsiebiorstwo Budowy Kopaln PeBeKa SA in a dispute with the City of Poznan City Transport Management and Poznanskie Inwestycje Miejskie sp. z o.o. The dispute, which involved obligations under a contract to construct a tramline in Poznan, was heard by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw.

On February 20, 2015, the Court of Arbitration issued a partial judgment, finding that the City of Poznan City Transport Management was not entitled to bring a claim for contractual penalties for failure to construct the tramline by the deadline set in the March 21, 2011 contract. The Court then awarded the consortium the PLN 6.4 million remuneration due to it plus interest.

The dispute recently ended with a settlement, which on December 22, 2015 was made final. In accordance with the terms of the settlement, the Court of Arbitration awarded PLN 9.7 million against the City of Poznan City Transport Management to meet all the consortium’s claims relating to performance of the March 21, 2011 contract.

The DZP team advising the consortium consisted of Partners Tomasz Darowski, Pawel Lewandowski, and Pawel Paradowski, Senior Associate Tomasz Michalczyk, and Associate Michal Kucharski.

Jeantet announced the hire of Kornel Szabo as its Head of Corporate/M&A and Competition in Budapest.

Szabo joined Jeantet (the former Budapest office of Gide Loyrette Nouel, as reported on by CEE Legal Matters on October 21, 2015) from DLA Piper, where he was a Senior Associate. Prior to DLA, he worked for White & Case’s Budapest office (now Dentons) between December 2010 and July 2013 as a Senior Associate, and for Allen & Overy as an Associate between November 2005 and December 2010.

Commenting on the hire, Francois d’Ornano, who is in charge of the Central European activities of Jeantet, said: “Kornel’s expertise and position on the Hungarian market enables our office to reinforce itself in the fields of competition law and state aid but also to further develop its Hungarian client base.”

The Szabo Kelemen & Partners law firm and the Kalaidjiev, Georgiev & Minchev law firm have assisted Hungarian MKB-Euroleasing Autopark and its Bulgarian subsidiary on the complete sale of its car fleet to ALD Automotive. ALD Automotive was assisted by Baker & McKenzie and Hristov & Partners.

As a result of the deal, ALD will acquire a 100% stake in Hungarian MKB-Euroleasing Autopark Zrt. and Bulgarian MKB-Autopark eood from MKB Bank Zrt. and Letet Kft. After the deal, ALD, which has been present in Hungary for over 10 years and which currently manages more than 6,000 cars for 500 clients, will add a fleet consisting of 7,700 cars in Hungary and 1,700 cars in Bulgaria.

Based on information made available to CEE Legal Matters, the Szabo Kelemen & Partners team that advised the seller on Hungarian matters consisted of Partner Laszlo Kelemen, Attorneys-at-Law Eva Balsay and Balazs Dominek, and Trainees Agnes Hajzer and Zsolt Eperjesi.

On Bulgarian aspects, the seller was assisted by a Kalaidjiev, Georgiev & Minchev team led by Managing Partner Angel Kalaidjiev, supported by Partner Hristo Hinov and Lawyer Yasen Nikolov.

The buyer was assisted by Baker & McKenzie Partner Pal Takacs and Attorney-at-Law Jozsef Vagi on Hungarian aspects while Bulgarian advice was provided by Partner Pavel Hristov and Counsel Biliana Shagova of Hristov & Partners.

Baker & McKenzie did not answer to repeated CEE Legal Matters enquiries.

Deloitte acted as financial advisor to the seller in the transaction. 

Attorney-at-law Gytis Kuncevicius from Fort’s Vilnius office, acting on behalf of a client whose identity was not disclosed, has successfully persuaded the Supreme Administrative Court of Lithuania that the refusal by Lithuania’s Migration Department to extend a residence permit “shall not be based on presumptions and suspicions.”

Fort reports that, “based on the classified information of the State Security Department, the Migration Department … decided that the client‘s activity in Lithuania posed a threat to national security. Based on such information the residence permit in Lithuania was not extended and … the client was also prohibited from entering any state belonging to the Schengen area for 3 years.” 

In defending its client, Fort convinced the court to declassify the information which was used by the Migration Department as grounds for its decision. According to Fort, although the Migration Department was alleging ties between its client and organizations assisting with “illegal immigration to Lithuania of people from countries with active terrorist organisations,” there “were no activities of the client that possibly could pose a threat to a national security indicated in the aforementioned information, [and] moreover, no specific evidence (facts) were found to base these allegations.”

The court agreed that the information provided by the State Security Department was insufficient to establish that legal grounds existed for the Migration Department’s refusal to extend the residence permit. 

In summary, Fort concluded, “we believe that the interpretation of the Supreme Administrative Court of Lithuania in this case will be significant in the future for the defence of the foreigners’ rights against unreasonable restrictions. This decision allows to draw a conclusion that the law obliges the Migration Department to rely on adequate, comprehensive and objectively examined information when making decisions on restriction of foreigners’ rights and not blindly follow findings from other authorities.”