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Cobalt has advised the UAB 3 RILL business management consulting company on the acquisition of one third of the shares in UAB Putoksnis — a leading manufacturer of PET pre-forms and PET containers in the Baltic States — from the LitCapital venture capital fund. Glimstedt advised LitCapital on the deal. In the process UAB 3 RILL gained sole control of the company. LitCapital had acquired its shares in Putoksnis acquired in 2011.

Putoksnis, which was established in 1994, currently operates PET pre-form and PET container manufacturing plants in Lithuania and exports its production to countries in Western Europe and CEE, CIS, and Scandinavia. 

Cobalt drafted transaction documents, represented 3 RILL in negotiations, provided legal assistance with the structuring and financing of the transaction, obtaining merger clearance from the Competition Council and provided support on all transaction-related matters. The firm’s team was led by Vilnius-based Partner Elijus Burgis and Senior Associate Eva Suduiko.

Associate Partner Andrius Ivanauskas led the Glimstedt team on the deal.

DZP has announced that it provided “full-range legal assistance” to PKP Intercity SA on two contracts for the supply of modern trains. The first contract, with the Stadler-Newag consortium for twenty Flirt trains, was reported on by CEE Legal Matters on December 21, 2015. The second agreement involved twenty Dart trains to be supplied by Pesa. According to DZP, its services “also cover contractual issues between the parties, public procurement and EU aid issues, certification procedures before the President of the Rail Transport Office and WiFi on trains.”

PKP IC finalized the acceptance of all the trains from the Stadler-Newag consortium in December, and those trains have already been put into service. The deadline for all the Dart trains to be supplied by Pesa passed without being met on December 14, 2015. DZP reports that “this gave rise to a threat of the EU subsidies received for the project being lost,” and says that the firm “took an active part in negotiations between our client, PKP IC, and Pesa over a legal solution that would allow the project to be continued without the risk of losing the aid. We also participated in consultations over a draft memorandum of understanding with the Centre for EU Transport Projects (as part of an ex ante inspection), which ended with the CEUTP approving the understanding.” The parties signed the understanding on December 14, 2015.

DZP’s team was headed by Partner Aleksandra Auleytner, with the support of Partners Tomasz Darowski and Pawel Paradowski, Counsels Wojciech Dziomdziora and Wojciech Hartung, Senior Associates Agata Kudelska and Krzysztof Fliszkiewicz, and Associate Michal Baglaj.

According to DZP, “Pesa was represented by its in house lawyer – Elzbieta Dlugolecka — with the assistance of Agnieszka Suchecka of Brudkiewicz Suchecka i Partnerzy.”

Editorial Note: After this article was published, Agnieszka Suchecka of Brudkiewicz, Suchecka & Partners contacted us to report that she was supported in her assistance to Pesa by colleagues Ryszard Brudkiewicz, Marta Ossowska, and Marcin Jaraczewski.

Akin Gump has advised the Russian airline UTair on the successful refinancing of its debt portfolio. The transaction is structured as two syndicated loans with an aggregate value of RUB 42.6 billion (approximately USD 628 million) and two bond issues with a total nominal value of about RUB 13.3 billion (approximately USD 181 million) maturing in seven and 12 years, respectively. The seven-year syndicated loan is guaranteed by the government of the Russian Federation for 50 percent of the loan amount, alongside a syndicate of 11 banks, with Sberbank the lead arranger and agent and collateral manager. Clifford Chance advised Sberbank on the deal.

Natalia Baratiants, managing partner of Akin Gump’s Moscow office, who led the Akin Gump team advising UTair, commented, “This has been an outstanding and unprecedented deal in many respects. The restructuring has been extremely complex and taken more than two years to complete. We very much hope that the work that all sides have done will result in the steady, ongoing and successful operation of UTair for years to come.”

According to a Clifford Chance press release, “the total volume of the restructuring is unprecedented in the Russian market.” The firm elaborated: “The deal is remarkable in that it is one of the first Russian law restructurings of this scale in the market. In addition, it is the first syndicated facility of such a complex nature and volume to be based on the newly developed standard documentation for Russian syndicated loans. (This was produced by the Russian bank association, with the input of major banks, corporates and law firms, with a view to developing Russia’s syndicated loan market). The deal may well become a benchmark for future syndicated facilities under Russian law.” The firm also pointed with pride to the “number of relatively recent Russian legal developments being incorporated, ranging from the Russian equivalent of a security agent to complicated provisions for the syndicate decision-making process (all previously impossible or extremely difficult under Russian law).”

The Akin Gump team advising UTair was led by Partners Natalia Baratiants and Svetlana Volevich, supported by Senior Counsel Dmitry Shiryaev, Counsels Alexander Shalaev, Alexander Urlyapov, Olga Te, and Olga Khrabrova, and Associates Anna Kardash and Alexey Maslyaev, among others.

The Clifford Chance Moscow team was led by Counsel Vladimir Barbolin and included Senior Associate Natalia Veryasova and Associates Tatiana Artyushina and Anastasia Safronova.

Image Source:  Artyom Anikeev / Shutterstock.com

Klavins Ellex has reported that, on December 29, 2015, the Department of Administrative Cases of the Latvian Supreme Court revoked the decision of the Administrative Regional Court and assigned the dispute between SIA Maxima Latvija — which Klavins Ellex represents — and the Competition Council for new adjudication.

According to a Klavins Ellex press release, “the case reached the Supreme Court upon the cassation complaint of Maxima Latvija about the judgment of the Administrative Regional Court, by which the company’s application for revocation of the Competition Council’s decision was dismissed. The dispute between Maxima Latvija and the Competition Council is about correctness of application of sub-paragraph 7 of paragraph one of Article 11 of the Competition Law by the Competition Council, when the latter recognized provisions of the lease agreement limiting rights of the lessor of the shopping centre to unilaterally decide on lease of other spaces at the shopping centre to be a prohibited agreement ‘by object.’ In its judgment the Supreme Court has referred to the responses provided by the Court of Justice of the European Union to a request for preliminary ruling filed by the Supreme Court and acknowledged that the substantiation provided in the judgment of the court of appeal and the decision of the Competition Council is insufficient to draw conclusions about infringement of the Competition Law.”

In what Klavins Ellex describes as “this precedent setting case,” Maxima Latvija was represented by Klavins Ellex Partner Liga Merwin and Senior Attorney Martins Gailis, both in the Latvian courts and the Court of Justice of the European Union. 

Turkey’s Paksoy law firm has announced that on January 1, 2016, attorney Gokhan Bozkurt — the co-head of the litigation and dispute resolution practice of the firm — was promoted to Partner, expanding the firm’s partnership to seven.

According to the firm, Bozkurt “has over 15 years of experience in representing clients in commercial litigation, IP disputes, unfair competition, employment law litigation, insolvency, bankruptcy and liability law before national courts.” The firm reports that he “has represented many clients in complex litigation matters, appearing before civil courts, commercial courts, administrative courts, courts of appeal, various administrative investigations, criminal courts and public prosecution inquiries,” and that he “advises clients in their conflicts or disputes, with regard to investments involving commercial, company, and liability law, white collar crimes, criminal investigations, conservatory relief and civil law actions.” Finally, according to Paksoy, Bozkurt “has extensive experience in dealing with debtors, fraud cases, internal inquiries and enforcement cases.”

Bozkurt graduated from Istanbul Law School in 1999 and is currently pursuing his LLM in Private Law. He is admitted to the Istanbul Bar.

Fort’s Vilnius office has advised EfTEN Real Estate Fund III AS on the acquisition of the Ulonu Business Centre — a B-class office building on 25C Verkiu street in Vilnius, Lithuania — from UAB PST Investicijos. The Kairevicius, Juzikis & Partners firm advised UAB PST Investicijos.

The Ulonu Business Centre is located in the northern part of Vilnius (called Northtown), and consists of over 6,700 square meters — with over 5,000 square meters of office area and 117 parking places.

The transaction — which took the form of a share deal — represents the third acquisition by EfTEN in Lithuania in 2015. Fort advised EfTEN on the first two as well: the acquisition of UAB Titvesta (the subsidiary of the E.L.L. Kinnisvara real estate developer and owner of the Saules Miestas shopping center (reported on by CEE Legal Matters on August 21, 2015); and the acquisition of a B-class office building at 11 Menulio street in Vilnius (reported on by CEE Legal Matters on December 14, 2015).

In this matter, Fort Vilnius conducted the legal due diligence, advised on the transaction structure, drafted the share acquisition instruments, advised on the financing and securitization arrangements, and provided assistance in the closing of the transaction and post-closing matters.  

Partner Vidas Rudokas led the Kairevicius, Juzikis & Partners team on the deal, supported by Senior Associate Jurga Blinstrubiene.

Image Source: psti.lt

Chadbourne & Parke and its Turkish arm, Bilgic Attorney Partnership, have advised the International Finance Corporation and ICF Debt Pool LLP on the financing provided to Hexagon Solid Waste for the construction and operation of waste management, fertilizer manufacturing, and electricity generation facilities located in Pamukova and Bilecik, Turkey. The facilities are owned by two subsidiaries of Hexagon — a Turkish company focused on developing integrated solid waste management projects.  

The waste management model that the Hexagon group companies employ allows them to generate electricity mainly out of biogas and to produce organic compost and organo-mineral fertilizers. Four of Hexagon’s subsidiaries, including the two companies referred to above, are involved in waste management activities through concession agreements with either the local municipality or municipalities union in the Pamukova, Soke, Odemis, and Bilecik regions in Turkey.  

London-based Partner Charez Golvala and Counsel Peter Weiland led the team, acting as international counsel to the lenders on the project. The team also included Chadbourne’s Istanbul-based Partner Ayse Yuksel, International Partner Turgut Cankorel, and Associates Alexandra Neovius, Nonna Crane, and Mark Sigrist. Bilgic Partner Haluk Bilgic led his firm’s team, assisted by Associates Cansu Kahya and Eda Yasar and Legal Intern Alper Tuzun.

Chadbourne did not reply to inquiries about the identify of the firm representing Hexagon on the deal.

The current version of the Personal Data Protection Act (the “Act”), with minor changes, has been in force as of 2009, and was amended in 2009. Even though it has introduced many novelties, a number of its provisions proved to be impractical and were not fully compliant with the EU Data Protection Directive.

In order to harmonize the Serbian legal system with the EU standards, the Serbian Ministry of Justice released at the end of 2015 a Draft Personal Data Protection Act (the “Draft”) which foresees significant changes of the current provisions – among others, the transfer of personal data from the Republic of Serbia.

In short, the Draft significantly simplifies the transfer of personal data abroad by abolishing the current provision which requires the Serbian Commissioner’s for Personal Data Protection (the “Commissioner”) authorization for any transfer of personal data to a country which is not a signatory of the European Council Convention.

Under the Draft, personal data can be transferred abroad when the transfer is determined by law (i.e. any law), bilateral treaty or multilateral data protection treaty. In any case, transfer of personal data is allowed if, among other: (i) the data subject’s consent is obtained, (ii) the transfer is necessary for implementation of an agreement between a data controller and data subject, (iii) the transfer is based on an agreement between the controller in Serbia and a controller, processor or recipient based abroad – provided that the contract is governed by the Serbian law. In these situations a controller is required to notify the Commissioner and the data subject that the data have been transferred.

Therefore, a controller will not be required to obtain approval from the Commissioner for the transfer of data, opposite to what is currently prescribed by the Act.

On one hand, abolition of the Commissioner’s approval will simplify the current tedious and time-consuming procedure, on the other, it could lead to transfer of data to the countries that do not offer adequate level of protection of personal data without any guarantee that the importer will ensure protection of data in accordance with the Serbian law.

By Nikola Kasagic, Senior Associate and Marija Grujeska, Associate, SOG / Samardzic, Oreski & Grbovic

Cobalt has announced that its newly-constituted Board — led by Cobalt Lithuania Managing Partner Irmantas Norkus, who was elected as Chairman — started work on January 1, 2016.

As Chairman, Norkus will be responsible for the firm’s strategic direction and will focus on integration initiatives.

The Board of COBALT is comprised of two Partners from each of the Baltic States: Estonia-based Partners Sten Luiga and Martin Simovart; Latvia-based Partners Dace Silava-Tomsone and Lauris Liepa; and Lithuania-based Partners Irmantas Norkus and Elijus Burgis.

According to a statement released by the firm, “the start of the Board’s activities represents another important step towards strengthening COBALT’s strategy as an integrated law firm, ensuring a smooth and deeper integration, and ensuring high quality services to its clients both locally and on foreign markets.”

The firm also reported that the merger of Cobalt and the Baltic offices of Borenius (reported by CEE Legal Matters on September 23, 2015) has been completed. The merger resulted in what Cobalt describes as the “creation of the biggest legal team in the region with more than 180 attorneys and lawyers.”

“Last year our team saw the addition of legal professionals who possess extensive experience and are highly valued on the market,” said Norkus. “We have become the largest law firm in the Baltics. Like any other modern organization, we strive to further increase our efficiency, elaborate a common action plan and work together to achieve common goals. I believe that exploiting synergies between different jurisdictions we will even further improve service quality to our clients and this will help us to win competition.”

Egorov Puginsky Afanasiev & Partners in Ukraine (EPAP) has promoted three lawyers — Arsen Miliutin, Viktoriya Podvorchanska, and Oleksandr Maydanyk — to Counsel. Each heads or co-heads a firm practice group.

Arsen Miliutin is Co-head of Tax and Customs Litigation, and leads a team of lawyers when presenting clients in commercial, administrative, and general courts. According to EPAP, Miliutin “has experience in legal procedure, commercial, civil law, in areas of bankruptcy and debt recovery, tax disputes, trading companies’ activities, case-law of European Court of human rights, [and in] cases involving international participants. He graduated from the National Academy of Management, Kyiv, in 2001. Before joining Magisters (which eventually merged with EPAP) in 2006, he worked as a Chief Legal Office at Ovostar Union, as a Division Chief at the Ministry of Justice of Ukraine, and as an attorney with Pravis attorneys at law.

Viktoriya Podvorchanska is EPAP’s Head of Pharmaceuticals and Healthcare Practice. With over 10 years of experience, Podvorchanska advises companies in the healthcare and pharmaceutical sector on their operations in Ukraine, focusing particularly on regulatory matters. She also counsels pharmaceutical and medical product companies on business structuring, supports their marketing campaigns and product launches, assists with development or refinement of their corporate policies and procedures and participation in public procurements. Podvorchanska obtained her Master of International Law degree  in 2006 from the Institute of International Relations, Kyiv Taras Shevchenko National University, and joined legacy Magisters that same year.

Oleksandr Maydanyk is EPAP’s Co-Head of Tax and specializes in advising clients on investment taxation, including jurisdiction election and restructuring of acquired companies. He has experience in conducting tax due diligences of Ukrainian businesses and providing tax advice on complex transactions for MNCs and leading Ukrainian companies, as well as advising clients on resolving tax disputes in Ukraine. In 2004, Maydanyk received a Degree of Jurisprudence from the Kyiv-Mohyla Academy National University (2004).

Serhii Sviriba, EPAP Ukraine Managing Partner, commented on the new appointments: “We are pleased to congratulate three professionals whose exceptional knowledge, professional experience and excellent contribution to the growth of our firm opened a new stage in their careers. With the appointment of new counsels we remain committed to growing internal talents.”