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Egorov Puginsky Afanasiev & Partners Ukraine (EPAP) has advised 2XU Pty Ltd on overcoming the Ukrainian Patent office’s refusal to grant 2XU Pty’s key brands’ trademark protection in Ukraine due to alleged lack of distinctiveness.

2XU Pty is an Australian multinational corporation engaged in the design, development, and selling of sporting apparel.

According to EPAP, after reviewing evidence put forward by the firm’s team, “the Patent office changed its decision, provided full protection to the client’s trademarks, and sent respective notice to the World Intellectual Property Organization.”

The EPAP Ukraine team was led by Counsel Taras Kyslyy, assisted by Associate Olena Kozhokar. 

Image Source: 2xu.com

Russian lawyer Anna Kravtsova has joined Parallels — a hosting and cloud services enablement and cross-platform solution provider — as its Legal Director in Moscow.

Kravtsova joined the company from Podolsky & Klein, where she was Senior Counsel. Her first in-house role was with software company Luxoft, where she worked as Head of Legal from 2004 to 2007. She then joined Asteros — the second largest systems integrator in Russia — as its Chief Legal Counsel. She returned to Luxoft in 2011 in the role of Chief Legal Officer, where she worked until 2014, when she joined Podolsky & Klein.

When contacted by CEE Legal Matters, Kravtsova preferred not to comment on her appointment.

Image Source: parallels.com

Russia’s KIAP law firm has announced the creation of an Administrative practice at the firm, to accommodate a reported “increase in the number of projects involving clients representation in relations with the state and municipal authorities.”

According to a statement released by KIAP, “the new division offers to the clients protection in cases on administrative offences, resolution of disputes with the state and municipal authorities, advice on administrative law and procedure, [and] support in inspections carried out within the framework of state and municipal control.

The new practice is headed by Attorney Alexey Sizov and supervised by Partner Ilya Ischuk. 

On 30 December, the Serbian Parliament enacted amendments to the Corporate Income Tax Law, the Personal Income Tax Law, the Law on Social Insurance Contributions, the Law on Value Added Tax and the Law on Tax Procedure and Tax Administration by way of emergency procedure, without prior announcement or public debate.

The most important change introduced by these amendments is the new withholding tax on service income. The withholding tax will now be levied at the general withholding tax rate of 20% and will apply to all types of services. Withholding tax on service income will be applies as of 1 March 2016.

Another important change in the area of corporate income tax is the recognition of expenses from the write-off of receivables for banks. Under the new rules, banks will be allowed to deduct expenses from the writing-off of loans, if the debt remained unpaid for a minimum of two years, and if the bank procures evidence demonstrating that the bank unsuccessfully tried to collect the debt. This is an exception to the general rule that the write-off may be recognized only if the taxpayer attempted to collect the debt through court proceedings, and is available only to banks.

The incentive for hiring new employees has been extended to 31 December 2017. Under the old law this incentive included the right to a 65% to 75% refund of salary tax and social security contributions, depending on the number of new employees in a company. In addition, small and micro sized companies are now given the right to a 75% refund of tax and contributions paid for each new employee, subject only to the condition that they hire at least two new employees.

Other changes in the area of personal income tax concern the non-taxable amounts of various costs paid by an employer to employees: the non-taxable amount of per diem for business trips abroad has been increased to EUR 50 per day (from EUR 15). This will provide significant relief to Serbian companies as the non-taxable amounts of these costs were unreasonably low under the old regulations.

The amendments also introduce the non-taxable RSD 12,000 amount for benefits (monetary or in-kind) given to persons who are not employed by the company. Benefits which exceed this threshold will be subject to tax at the 20% tax rate. The 20% rate now applies to gross amount of income, as the deduction of related expenses is no longer allowed.

Finally, the use of corporate assets by a company’s shareholders is now subject to 15% tax on capital, instead of 20% tax on other income, as was previously the case. Moreover, this type of income will no longer be subject to annual income tax.

Amendments to the Law on Tax Procedure abolish the statute of limitations for social security contributions: these obligations are no longer subject to statute of limitations and the Tax Administration may assess tax at any time.

Starting from 1 March 2016, non-resident legal persons and natural persons who generate income abroad will have to file their income tax returns electronically. In addition, the deadline for filing of a tax return for foreign income is now shorter: 30 days following the receipt of income (instead of 45 days before the amendments).

By Tanja Unguran, Partner, Karanovic & Nikolic

Dentons has advised Bank PKO BP on loans to the Qualia Group in connection with two seaside real estate projects in Poland, and advised Raiffeisen Bank Polska on financing for Qualia Group in connection with a residential complex in Gdansk.

The Dentons’ Banking and Finance team advised lender PKO BP in relation to structuring and amending the legal and financial conditions of a PLN 153 million loan to Qualia Group for the development of (1) the Golden Tulip Gdansk Residence and (2) Golden Tulip Miedzyzdroje Residence hotel and residential complexes. Dentons prepared and negotiated amendments to existing finance documents, prepared new finance documents, and verified the conditions precedent for entry into force of the amendments. 

The same Dentons team advised Raiffeisen Bank Polska as lender of PLN 64 million in financing for the development of the Neptun Park residential complex in Gdansk — the neighbor of the Golden Tulip Gdansk Residence. The scope of the project included the preparation and negotiation of the finance documents and verification of the conditions precedent for disbursement of the loans. Dentons also prepared the legal due diligence report for Raiffeisen Bank Polska covering real property issues as well as corporate matters of the borrower. 

Both transactions were supervised by Partner Michal Mezykowski and led by Associate Krzysztof Mrozik.

Image Source: goldentulipgdanskresidence.com

After two years as Senior Vice President with Poczta Polska, former CMS Partner Ireneusz Piecuch has re-joined the firm’s Warsaw office and will manage the firm’s regional telecommunications practice in Central and Eastern Europe (Poland, the Czech Republic, Hungary, Bulgaria, Romania, and Ukraine).

Piecuch was a Partner at CMS from 2010 to 2013. He has worked in the telecommunications, media, and IT industries for over 25 years, and he has been a member of management and supervisory boards at international corporations and companies listed on the Warsaw Stock Exchange. From 2006-2009 he worked for Orange (formerly Telekomunikacja Polska), as — among other things — management board member responsible for the company’s strategy and business development. He also spent 11 years working for IBM as a legal consultant and head of the legal department for Central and Eastern Europe and later became the vice president of the company in Poland. His professional experience also includes sitting on the supervisory board of KGHM Polska Miedz SA and PKP Polskie Linie Kolejowe SA.

Ireneusz Piecuch graduated from the Faculty of Law at Warsaw University in 1989. 

“The telecommunications sector and the closely associated new technologies, IT and media sectors are one of the most active sectors in terms of transactions, investment and regulation. We are very happy to have Irek Piecuch back at CMS as his unique expertise will help us understand the difficult issues that companies from such sectors are facing and create the best solutions for our clients,” said Andrew Kozlowski, CMS Poland Managing Partner, who is also responsible for the firm’s CEE practice.

Raidla Ellex has advised East Capital Baltic Property Fund III in the acquisition of the Vesse retail trade park from Hobujaama Kinnisvara. The retail trade park, which covers 23,800 square meters, is located in the eastern part of Tallinn, and hosts operations from the Bauhof gardening and construction goods retailer, hypermarket Maksimarket, and furniture store Masku. Cobalt’s Estonia office advised the sellers on the deal, which is expected to close on Thursday, January 21, 2016.

Commenting on the acquisition, Kestutis Sasnauskas, Head of East Capital Private Equity and Real Estate, said: “Our acquisition of Vesse retail park is yet another investment that illustrates the attractiveness of the Baltic real estate sector. The combination of a high yield level and favourable financing terms continue to create attractive investment opportunities in this market.”

East Capital Baltic Property Fund III was founded in August 2015 to invest in high quality real estate objects (in the office building, retail, and logistics sectors) in Tallinn, Riga and Vilnius. The acquisition of the Vesse retail park is the fund’s first acquisition. Raidla Ellex advised East Capital on purchase and merger control issues.

Cobalt Partner Aivar Taro and Associate Erki Parik advised Hobujaama Kinnisvara on the deal.

Image Source: aripaev.ee

Working alongside global lead counsel Gleiss Lutz, as well as Simpson Thacher & Bartlett and Reed Smith, a number of law firms across CEE advised Panasonic Healthcare Holdings Co., Ltd. (“Panasonic”) in its acquisition of Bayer AG’s Diabetes Care business. Hengeler Mueller advised Bayer on the deal, which was carried out in 43 jurisdictions, for a total consideration around EUR 1 billion. Panasonic is backed by funds sponsored by leading global investment firm KKR and the Panasonic Corporation.

Bayer’s Diabetes Care business accounted for EUR 909 million in sales in 2014. With Panasonic, the newly-acquired Diabetes Care business will operate as a stand-alone company named Ascensia Diabetes Care. Together Ascensia Diabetes Care and Panasonic Healthcare will develop, manufacture, market, and sell blood glucose monitoring meters and strips for people with diabetes in more than 125 countries. Following the close of the transaction in all countries, Ascensia Diabetes Care will have 1,400 employees and operations in 38 countries. 

In Poland, WKB Wiercinski, Kwiecinski, Baehr advised Panasonic on Polish legal aspects of the acquisition. According to WKB, “within the Polish part of the transaction, Panasonic Healthcare’s subsidiary Ascensia Diabetes Care Poland sp. z o.o. acquired directly from  Bayer Polska sp. z o.o. (Bayer’s subsidiary) assets including, among other things, a portfolio of medical devices.” WKB advised Panasonic Healthcare and Ascensia DC Poland throughout the entire process on all Polish legal aspects of the transaction, including transaction documents and advice with respect to the regulations on, and refunds for, medical devices, financing, labor law, real estate law, and environmental protection law, as well as corporate and personal data protection matters. The WKB team was coordinated by Partner Pawel Hincz,  who was supported by Senior Associate Juliusz Krzyzanowski, Partners Ben Davey and Jakub Jedrzejak, Counsels Izabela Szczygielska and Sergiusz Urban, Senior Associates Piotr Grabarczyk, Sylwia Czerwik-Drozdowicz, and Anna Wojciechowska, and Associate Katarzyna Syska.

Wolf Theiss advised Panasonic on Austrian and Slovenian aspects of the deal. The Wolf Theiss team was led by Lead Partner Eva Fischer, supported in Austria by Partner Kurt Retter, Senior Associates Barbara Jakubowics and Walter Poschl, and Associates Johanna Freudensprung, Mario Laimgruber, and Rainer Kammerhofer. The Wolf Theiss team in Slovenia consisted of Partner Laura Struc, Senior Associate Teja Balazic, and Associates Ziga Dolhar and Neja Nastran.

In Russia, Panasonic was advised by a Herbert Smith Freehills team consisting of Lead Corporate Associate Lena Ivanova, Partners Evgeny Zelensky, Vladimir Melnikov, and Artjom Buligin, Senior Associate Evgeny Yuriev, Associates Arina Fot and Victor Rogachev, and Trainee Dmitry Mazurov.  

Panasonic was advised on Turkish matters by a team from Paksoy consisting of Lead Partner Serdar Paksoy and Senior Associate Serdar Ildirar.  

Panasonic was advised on Greek aspects by a team from the Zepos & Yannopoulos firm coordinated by Partner George Siganidis, and consisting of Attorneys Stefanos Charaktiniotis, Rania Papakonstantinou, Dafni Cozonis, Yannis Kantartzis (who also acted as interim CEO of Ascensia Greece), Julia Pournara, and Anastassia Makri.

In Lithuania, Panasonic was advised by a team from Cobalt led by Managing Associate Maksimas Saveljevas.  

When contacted by CEE Legal Matters for the identity of CEE firms advising it on the deal, a Bayer spokesman confirmed only that Hengeler Mueller was its global lead counsel on the deal, but said that “we would not like to go in more detail as in many countries there were only minor tasks to do.”

The litigation and the competition teams at Egorov Puginsky Afanasiev & Partners (EPAM) have protected the interests of OJSC Transammiak in a dispute with OJSC Minudobreniya over the right of access to Transammiak’s ammonia pipeline transportation services.

Transammiak owns the Russian part of the Togliatti-Odessa ammonia pipeline, which stretches over 1400 kilometers and provides services related to liquid ammonia transportation to the Russian-Ukrainian border for two Russian manufacturers: Togliattiazot and Minudobreniya. The latter, Minudobreniya, uses the 141 km from Rossosh, Voronezh Region, to the Ukrainian border to transport its products, while Togliattiazot supplies ammonia to the pipeline at its starting point in Togliatti. Transammiak’s income from ammonia transportation is directly proportional to the distance it is transported.

The dispute at hand related to Minudobreniya’s desire to revise the provisions of the current agreement with Transammiak to transport 350,000 tons of ammonia per year. Minudobreniya referred to Transammiak’s “domineering position on the ammonia transportation services market” in claiming that the price it was charged for transportation were unreasonably high.

After various proceedings, ultimately the Russian Supreme Court agreed with the position put forward by EPAM’s lawyers, who proved that Transammiak had no processing capability to increase the amounts of Minudobreniya’s products it was able to transport, and thus that the current distribution of the transportation volumes between the manufacturers was justified from both economic and processing perspectives.

On December 22, 2015, the Supreme Court of the Russian Federation refused to examine OJSC Minudobreniya’s appeal.

The EPAM team was led by Partners Natalia Korosteleva and Valery Eremenko, supported by Counsels Maria Kobanenko and Alina Kudryvtseva and Associates Olga Denchenkova, Ksenia Firsova, and Alexander Podgorniy.

Tark Grunte Sutkiene (TGS) and Mannheimer Swartling have advised Gategroup on its December 2015 agreement to acquire 100% of Inflight Service Group from funds advised by Triton, a private equity company in the Nordic region, at an enterprise value of SEK 1.1 billion. The transaction is subject to the approval of the Polish antitrust authorities, with closing expected in February 2016.

TGS describes Inflight Service, which was founded in 2001 and is headquartered in Kista, Sweden, as “the leading operator in the Nordic travel retail market, with a strong presence in Eastern Europe and an emerging presence in other European markets. The company is a leading travel retail specialist with revenues in excess of SEK 2 billion primarily focused on airline retailing, ferry retailing, and the operation of airport shops alongside a small presence in wholesale and retail services.”

TGS describes Gategroup as “the leading independent global provider of products, services, and solutions related to a passenger’s on-board experience.”

The TGS team was led by Senior Associates Hannes Kuun and Tauno Tark.

The firm replied to our inquiry about external counsel for Triton on the deal by asserting that the information is “not public.”  

Image Sorce: Sorbis / Shutterstock.com