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“Today, what we are doing, is modernizing the financial services industry, tearing down those antiquated laws, and granting banks significant new authority.” President Clinton’s quote is quite relevant nowadays in Albania, where a major overhaul of the financial system’s legal architecture is being implemented. Indeed, in just three weeks, the Albanian Parliament enacted four very important pieces of legislation: the Law on Payment Services, the Law on Capital Markets, the Law on Collective Investment Undertakings, and the Law on Financial Markets Based on Distributed Ledgers Technology.

Kalo & Associates has provided assistance to Albania's Ministry of Finance and Economy in the drafting of the recently-enacted Law on the Central Register of Bank Accounts.

The control of merger transactions was first introduced in Albania in 1995. This law, however, provided only rudimentary guidance, and merger control really took off only after 2003, following the approval of Law no. 9121, “On Competition Protection” (the “Competition Law”), which established an independent competition authority – the Albanian Competition Authority (the ACA) – and provided for procedures that were aligned with EU standards. The Competition Law has been amended a number of times to further approximate its provisions with the EU acquis. The ACA has also issued regulations and instructions for the implementation of the merger control regime.

Hogan Lovells has advised the HR Group hotel operating company on its acquisition of a hotel portfolio from the Vienna House Group. 

PRK Partners, working with Binder Groesswang, has helped American restaurant chain Five Guys open up a restaurant in Vienna.

Schoenherr has advised Linz-based start-up Storyblok on its EUR 7 million Series A financing round. Mubadala Capital, the state investment company of the United Arab Emirates, participated in the current financing round, as did existing investors 3VC and Firstminute Capital, Binder Groesswang advised Mubadala Capital on the deal.

Dentons and Cyprus-based Stelios Americanos has advised Zubr Capital on the sale by it and the EBRD of Targetprocess to tech business management solutions provider Apptio. Kirkland & Ellis advised Apptio on the deal.

In 2018, Decree of the President of Belarus No. 8 “On Development of Digital Economy” entered into force, which, inter alia, legally recognized cryptocurrencies in Belarus. In this article we briefly summarize the main aspects of the Belarusian regulatory framework for cryptocurrencies, along with significant risks and perspectives.

In 2015, the word Cobalt took on a new meaning in the legal markets of Belarus, Estonia, Latvia, and Lithuania, when a new pan-Baltic law firm with that name opened its doors, immediately entrenched in the top tier of the region’s legal markets. That firm owes much of its success and reputation to the Managing Partner of its Lithuanian office and Chairman of the firm-wide Management Board, Irmantas Norkus.

Sajic has successfully represented Elektropenos BiH a.d. Banjaluka in a commercial dispute worth EUR 31 million, including interest. 

Under Bosnia and Herzegovina law, a pledge can be granted solely to a creditor of a claim. This hampers the creation of effective security for securing syndicated facilities (e.g.,  loans provided to debtor by more than one lender). In practice, this is solved by creating a “parallel debt structure” and appointing a security agent who holds pledges in favor of all lenders. Despite its broad use, this structure has not been tested before local courts. Thus, questions about its validity remain unsettled.

Bosnian lawyers Natasa Krejic and Sanja Djukic have been promoted from Partner to Senior Partner at the Sajic law firm.

“It’s very complicated at this moment, with most people changing their mind very often,” says Irena Georgieva, Managing Partner of PPG Lawyers in Sofia, about the situation in Bulgaria. “Everybody is focused on their personal Covid-19-related problems and it’s hard to adequately measure what the community really thinks about the government, as somehow all political decisions are inextricably linked with pandemic issues.” 

Zaiwalla & Co has helped Bulgarian gas distributor Overgas Group reach a settlement in a dispute with Russia’s Gazprom.

DGKV provided local advice to California's Sanmina Corporation on its acquisition of Osram EOOD, a Bulgarian lights and lighting devices manufacturer owned by Germany's Osram GmbH. Hogan Lovells was lead counsel to Sanmina on the deal. Schoenherr advised Osram GmbH on the deal.

Divjak, Topic, Bahtijarevic & Krka has advised Hungarian financial enterprise Bohemian Financing and Topaz Zagreb on the mandatory public offer of shares of Croatian tourist company Hoteli Jadran.

Divjak, Topic, Bahtijarevic & Krka, working alongside Allen & Overy, has advised J&T Bank, the arranger on a public offering of senior secured bonds. 

D’Ornano Partners has advised the Groupama Group on its acquisition of the entire share capital of OTP Osiguranje, an insurance company owned by the OTP Bank in Croatia. Ivekovic Attorneys at Law reportedly acted as local advisors to Groupama. Schoenherr’s Hungarian office reportedly advised the seller on the deal. 

Schoenherr has advised Raiffeisen Bank International AG and Raiffeisenbank a.s. on the acquisition of Akcenta CZ a.s., a CEE/SEE provider of FX and payment services to European SMEs and high net worth individuals, from Akcenta Group SE and Milan Lacina. Tarpan Legal advised the sellers on the transaction, which remains contingent on regulatory approval.

Havel & Partners has advised D&FG Sumava I s.r.o. on the development and subsequent CZK 220 million sale of three buildings of the Sumavske Strane Project to over 70 individual buyers.

Allen & Overy has advised W.A.G. Payment Solutions on an unspecified investment in the Netherlands-based Last Mile Solutions. Nordbruis Clement reportedly advised the Last Mile Solutions on the deal.

Zepos & Yannopoulos has advised the Intrum Group on Project Iris -- the acquisition made as part of joint venture with the EBRD of an unsecured non-performing exposure portfolio originated by Piraeus Bank, consisting of approximately 53,000 loans with total legal claims of about EUR 1.7 billion and a gross book value of EUR 0.7 billion. 

The Alexiou-Kosmopoulos Law Firm has changed its name to AKL and changed its leadership, with Alexandros Kosmopoulos and Helen Alexiou having been elected joint Managing Partners.

KLC has advised SRH Marine SAIT on its agreement with Tototheo Maritime to form a new jointly-owned company, MAR360. 

First reports under DAC6 were due recently from those who are parties to a cross-border transactions. Concurrently, at the last possible moment, the Hungarian Ministry of Finance published a Guide on certain issues related to the fulfilment of the reporting obligation. It is advisable, in particular, for accountants, consultants, lawyers and banks to carefully study this 38-page document, as any of them could easily fall within the scope of the reporting obligation.

At the beginning of February 2021, a new decree of the Hungarian Minister of Finance (“Decree”) was published on the detailed rules of the execution of the Money Laundering Act for certain non-financial service providers and the development and the minimum requirements of the operation of the filtering system. The decree enters into force on 19 March 2021.

In the last decade, the amount of minimum wage and the guaranteed minimum wage has been rising year by year. However, the process of determining the minimum wage in 2021 was different from previous years in two ways: firstly, the agreement on the wage, after 7 negotiation sessions, was not reached by the end of December 2020, therefore, after reaching agreement at the end of January 2021, the new minimum wage figures are in effect from 1 February 2021, and secondly, the increase was lower as seen before in the last years.

Sorainen has advised Fenner Dunlop, a part of the Michelin Group, on its acquisition of Technobalt Estonia.

Sorainen has advised Finnish state-owned company Vapo on the sale of its Nevel subsidiary to French private investment company Ardian.

Cobalt has helped Swedbank on its internal restructuring in the Baltics, as a result of which the bank’s existing subsidiaries in Estonia, Latvia, and Lithuania will continue under the ownership of the bank’s new subsidiary, Swedbank AB.

The COVID-19 pandemic hit the Western Balkans right during a period of accelerating economic activity and a promising economic outlook for 2020. The rapid spread of the virus forced the governments of the Western Balkans countries to introduce protective measures, lockdowns, and temporary business shutdowns. These restrictions had a devastating direct economic impact on a wide range of sectors – particularly the hospitality and transport industries – and the measures had many indirect side effects that significantly decreased economic activity.

The SEE Legal law firm alliance has announced the formal launch of two new practice groups, one dedicated to Employment and Immigration, headed by Kolcuoglu Demirkan Kocakli Counsel Maral Minasyan, and one dedicated to Intellectual Property, headed by Selih & Partnerji Partner Natasa Pipan Nahtigal.

The energy infrastructure in Kosovo has not undergone major change over the past few decades. Due to high reserves of lignite, 97% of Kosovo’s electricity generation comes from two aging coal power plants. Unfortunately, lignite-coal of the kind found in Kosovo is among the most polluting and least efficient sources of energy. Consequently, Kosovo’s infrastructure is outdated and a major source of air pollution.

Sorainen has advised Fenner Dunlop, a part of the Michelin Group, on its acquisition of Technobalt Estonia.

TGS Baltic has advised the shareholders of Mailigen SIA, including private equity fund FlyCap, on the sale of email marketing automation platform company Mailigen SIA to international customer relationship management systems company Pipedrive Ireland Limited. Glimstedt reportedly advised Pipedrive Ireland on the deal.

Cobalt has helped Swedbank on its internal restructuring in the Baltics, as a result of which the bank’s existing subsidiaries in Estonia, Latvia, and Lithuania will continue under the ownership of the bank’s new subsidiary, Swedbank AB.

Sorainen has advised Fenner Dunlop, a part of the Michelin Group, on its acquisition of Technobalt Estonia.

SPC Legal has provided assistance to UAB Caverion Lietuva related to its construction of a production facility for the Thermo Fisher Scientific Baltics expansion.

Motieka & Audzevicius has persuaded the Supreme Court of Lithuania to reverse the ruling by the Court of Appeals to dismiss the claims by bankrupt Lithuanian national airline company FlyLAL against airBaltic and the Riga International Airport and order the case returned for reconsideration.

The terms of a loan agreement dictate the circumstances in which a lender can enforce its loan, guarantee, or security interest. In North Macedonia, a lender can usually demand loan acceleration (repayment before a scheduled maturity date) if the borrower defaults under the loan agreement. Security documents state when the lender can enforce the security, usually following a default under the loan agreement or the lender’s demand for repayment when due. A lender can generally demand payment under a guarantee as soon as the borrower fails to pay any guaranteed obligation when due. However, the claim under a guarantee will be limited to the overdue amount. A lender will therefore often need to accelerate the loan before it can make a full claim against a guarantor. Typically, under the finance and the security documents, lenders have the right to accelerate and enforce loans when borrowers become insolvent.

Interview with Zlatko Stojcheski, Head of Corporate and Legal Affairs at A1 Makedonija about his background and best practices.

Despite North Macedonia’s agreement to adopt its current name and its joining of NATO in March 2020, the country's EU accession process has recently taken a hit, says Polenak Managing Partner Kristijan Polenak. “Notwithstanding recognition received from the entire international community, one EU member country vetoed the start of the negotiations,” says Polenak, referring to Bulgaria’s opposition to moving forward with consideration of North Macedonia’s EU accession. This led to a “decline of internal support for EU membership, caused by disappointment with the inconsistent application of European values. This opposition in early December strengthened the political streams opposing our EU membership.” 

“Finally, there has been some positive movement on the political scene,” says Gladei & Partners Managing Partner Roger Gladei, referring to Moldova’s Presidential elections last November. “President Maia Sandu’s win marked the beginning of a new political era for Moldova,” he says. “At least that’s the sentiment in the streets.” As the presidency is expected to make a dramatic 180 degree turn towards the West, President Sandu presents a strong contrast to the previous, more Russia-friendly administration.

“The most important news right now in Moldova relates to the results of the recent presidential elections,” says Cobzac & Partners Managing Partner Daniel Cobzac, from Chisinau, referring to the November 15 victory of former World Bank economist Maia Sandu over incumbent Igor Dodon, the leader of the pro-Russian “Party of Socialists of the Republic of Moldova,” which holds a parliamentary majority.

Turcan Cazac Managing Partner Alexander Turcan has been elected Vice President of the Chisinau Bar.

Former Karanovic & Partners attorneys Luka Prelevic, Stefan Lucic, and Djordje Kuzmanovic have opened PLK Advokati for business in Podgorica.

The economy of Montenegro was severely impacted by the breakup of Yugoslavia into its constituent parts. In order to jump start its economy, calculated and efficient measures had to be undertaken. One of these measures was selecting a stable foreign currency as its own: first the Deutschmark (which was used in parallel with the Yugoslav dinar from 1999 to 2000), then, later, the Euro. This paved the path for economic growth and the creation of an open market, more welcoming to investors.

"The most important development in Montenegro is the recent change in government,” says Marko Ivkovic, Senior Lawyer at the Prelevic Law Firm in Podgorica, referring to the August 2020 victory of opposition parties and the fall from power of the DPS party, which had ruled the country since the introduction of the multi-party system in 1990.

Rymarz Zdort has advised the founders of Archicom S.A. on their sale of 66.01% of the share capital and 65.99% of the votes to Echo Investment S.A. Dentons advised the buyer on the deal.

WKB Wiercinski, Kwiecinski, Baehr has helped French aerospace company Safran Aircraft Engines SAS and Germany’s MTU Aero Engines AG obtain clearance from the Polish competition authority to form a joint venture.

Rymarz Zdort has advised Polish energy group PGE on its entrance into a joint venture with Danish energy concern Orsted, involving the development, construction, and operation of the Baltica-3 Wind Power Plant with a capacity of approximately 1 GW and the Baltica-2 Wind Power Plant with a capacity of approximately 1.5 GW. Allen & Overy advised Orsted on the deal. 

Vincentiu Constantin has been made Managing Associate and Head of Dispute Resolution at Leroy si Asociatii in Romania.

On January 19, 2021, CEE Legal Matters reported that Bondoc si Asociatii had advised independent electricity and gas supplier Restart Energy on its cooperation agreement with DC-based consulting and fund management company Interlink Capital Strategies to develop green energy projects worth USD 500 million in Romania and neighboring countries and to launch the blockchain-based RED platform in the USA. CEEIHM spoke with Armand Domuta, Chairman of the board at Restart Energy, to learn more about the agreement.

Buzescu Ca has advised US web search company Algolia on its acquisition of the Romanian subsidiary of AI tech company MorphL AI, which was advised by the US's Polsinelli law firm. Orrick Herrington & Sutcliffe advised Algolia on US law matters.

Russia's Intellectual Capital law firm has persuaded the Moscow Arbitrazh Court that a requirement that participants in a Rosatom tender for legal counsel be ranked in Legal500 and Chambers & Partners was illegal and violated Russian competition law.

BGP Litigation has launched a Life Sciences & Technology practice, to be led by Partner Alexander Panov, who is joining the firm from the Pepeliaev Group.

The Moscow office of Eversheds Sutherland has advised the Cherkizovo Group on its acquisition of meat processing company Pit-Product from the Atria Group. Finnish law firm Castren & Snellman and Capital Legal Services from Russia reportedly advised the Atria Group on the deal, which remains contingent on the approval of the Russian Federal Antimonopoly Service. 

The crossroads upon which Serbia finds itself has always been a coveted trading route, and the cause of many conflicts throughout history. Being located at such an important junction, it is of the utmost importance to invest into a transportation network, to seek constant improvements in this field, and to keep up with modern European growth. The General Master Plan for Transport in Serbia was adopted in 2009. However, the original period the plan was designed to cover – until 2027 – has now been extended and divided into three phases: short term (2021), medium term (2027), and long term (2033). The General Master Plan still serves as the platform for both major future and ongoing transportation and transportation-related projects.

Andrejic & Partners has advised Eyemaxx International Holding & Consulting, a member of the Eyemaxx Real Estate AG group, on its restructuring in Serbia.

Andrejic & Partners has advised German listed company Eyemaxx Real Estate AG on providing collaterals and giving security for a EUR 10 million loan from Bank of China’s Frankfurt branch.

On 1 February 2021, the Slovak Ministry of Economy submitted an investment screening proposal to the government. This proposal was approved by the National Council (with amendments) on 5 February 2021 and is scheduled to enter in force on 1 March 2021.

Dentons, reportedly working with Law & Trust, has advised Slovak businessman Ivan Chrenko on the sale of his stake in Exponea to the US-based BloomReach e-commerce digital platform. Ferro Legal and Blumenfeld Legal advised Exponea, and Wilson Sonsini and Taylor Wessing reportedly advised the buyer on the deal.

Slovakia’s political life is currently marked by the government's internal struggles, says Martin Magal, Managing Partner at Allen & Overy Bratislava. “We have a fairly inept coalition government and our politicians are much more involved in fighting among each other than fighting against the COVID-19 pandemic.”

CMS has advised BeeIN on its successful participation in a two-phase public tender to obtain access to 5G frequencies organized by the Communications Networks and Services Agency of the Republic of Slovenia.

“There is a lot going on at the moment, politics-wise,” says Rojs, Peljhan, Prelesnik & Partners Partner Ana Grabnar. “One of the coalition parties left the coalition and joined opposition parties in filing for a no-confidence vote for the government – that took place this week.”  The opposition did not gather the necessary majority; “surprisingly it gathered even fewer votes than predicted,” she says.

Aleksandra Jemc Merc has been appointed Managing Partner at Jadek & Pensa in Slovenia.

Allocation of liabilities between the parties in merger and acquisition (“M&A”) transactions is of utmost significance, in order to ensure that the buyer will be sufficiently protected, and the seller’s liabilities limited as much as possible. Under Turkish laws, the sellers` liabilities are subject to the provisions of the Turkish Code of Obligations No. 6908 (“TCO”). Having said this, Turkish laws are not designed to save commercial parties from a bad bargain, thus the parties often resort to adding certain clauses to their share purchase agreements (“SPA”) such as representations and warranties, indemnities, amount-based restrictions such as de minimis and baskets clauses, setting forth specific procedures and time limits for claims, and so on. Accordingly, this article aims to provide a general understanding as to the sellers’ liabilities in M&A transactions, the general liability provisions most commonly used in SPAs, and how they are dealt with under the Turkish laws.

Sait Eryilmaz, Head of Banking & Finance at Clifford Chance Turkey, has made Partner.

The Balcioglu Selcuk Ardiyok Keki Attorney Partnership has advised Yildiz Holding A.S. and Gozde Girisim Sermayesi Yatirim Ortakligi A.S. on the sale of their 100% stake in Kumas Manyezit Sanayi A.S., a producer and seller of customized refractory products, to Eregli Demir ve Celik Fabrikalari T.A.S. The Esin Attorney Partnership advised the buyers on the deal.

One of the most notable recent changes to Ukrainian law, according to Svitlana Gurieieva, Partner at Sayenko Kharenko, involves the Cabinet of Ministers' approval of new resolutions aimed at starting town-planning reform.

Aequo has helped Ukrainian agro-industrial group Rostok-Holding obtain merger clearance from the Antimonopoly Committee of Ukraine for the acquisition of Novgorod-Seversky Elevator, Novgorod-Seversky Agrarian Investments, and Demor.

CMS has advised a syndicate of banks led by mandated lead arranger ING Bank N.V. in relation to the extension of a pre-export facility for Ukraine’s Kernel Group.