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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.

Brandl Talos has advised Btov Partners on its EUR 1 million investment in Vienna-based startup Visplore. Herbst Kinsky advised Visplore on the deal.

Former Zeiler Floyd Zadkovich Partner Markus Schifferl has returned to BPV Huegel as Co-Head of Dispute Resolution.

Wolf Theiss has advised the owners of the Janus Group, Vienna-based provider of cleaning services in the hospital sector, on the sale of the company to Germany’s Dussmann Group. Binder Groesswang advised the buyer on the deal.

The current political situation in Belarus remains strained, according to Maksim Salahub, Partner at Sorainen in Minsk. Salahub reports that President Lukashenko held an “All-Belarusian Assembly” between February 11 and 12 – an event Salahub describes as “politically sterile.” According to him, “even though the event was supposed to seem all-Belarusian, the participants were carefully selected by the authorities so that the event would instead be attended by Lukashenko loyalists.” Nonetheless, Salahub says, many followed the event closely, hoping that some constructive ideas would be voiced and de-escalation measures proposed. Unfortunately, in Salahub’s opinion, the event only indicated that repression against the pro-reform groups will continue and that the same economic course will be followed as before.

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.

Squeeze-out of minority shareholders is an important concept for joint stock companies in Bosnia and Herzegovina (BiH). In the previous socialist system, many then-state-owned joint stock companies issued employee stocks as a form of partial privatization, leading to some companies having hundreds of minority shareholders with miniscule amounts of shares. This complicated the management of these companies, as majority ownership changed from state to private, since many small shareholders are unreachable, as they may be deceased or have relocated with unknown addresses. This situation often makes squeeze-outs essential for majority shareholders in order to efficiently manage these companies.

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.

Schoenherr has advised Germany's Osram GmbH on the sale of its Bulgarian business to the Sanmina Corporation. Hogan Lovells and Djingov, Gouginski, Kyutchukov & Velichkov advised Sanmina Corporation on the deal.

It has been a challenging year for the Bulgarian M&A market, with limited activity, just like in 2019. Undoubtedly, one of the reasons for the slowdown is that business is overshadowed by the coronavirus pandemic. Many acquirers abandoned expansion plans in order to focus on protecting both their financial stability and their employees, while waiting to assess the market environment and evaluate potential next steps. Many planned or already-started deals were cancelled at early stages (such as following a letter of intent or during preliminary due diligence) as uncertainty about the fulfilment of potential goals made the transactions risky.

The Chinese Belt and Road Initiative is one of the most ambitious development projects since the turn of the century. Through thousands of individual projects implemented under the BRI umbrella, China intends to develop land and sea corridors to support economic trade and development, integrate various regions of the world, and facilitate policy coordination, connectivity, unimpeded trade, financial services, and the connection of people. The BRI was launched in 2013, and last year was revamped with a new set of objectives.

Marohnic, Tomek and Gjoic has advised both Day One Capital and Orqa Holding Limited on the former’s EUR 1.3 million investment in the latter.

Under the Croatian law, a foundation is a non-profit legal entity without any members, which includes assets permanently intended to serve a generally useful or charitable purpose on its own or through income it generates.

How the Covid-19 Pandemic and Technological Innovations affect the insurance and M&A Market. As we are all aware, the last year was challenging for almost all industries, including the insurance companies, which were inevitably affected by both COVID-19 pandemic and technological innovations, and now must face the forthcoming risks and challenges.

Kinstellar has advised EAG on its acquisition of Cebia. Simkova & Partneri advised the unnamed seller on the deal.

The Office for Personal Data Protection has released an inspection plan for the year 2020, which announces that this year they aim at intensively focusing on cookie use and plan to start 8 inspections at once that are intended to check cookie use. Yet, cookies are also the subject of interest for some other inspection offices that have made numerous statements about the use of cookies. While in the rest of the EU, users’ consent is required before storing cookies (the opt-in principle), according to the current Czech legislation embedded in Act N. 127/2005 Coll., on Electronic Communications, cookies can be used until the user says something (opt-out principle).

Glatzova & Co has helped Winstor Investicni Spolecnost, a manager and administrator of investment funds, get its investment operating license extended by the Central Bank of the Czech Republic.

Zepos & Yannopoulos has advised Bain Capital Credit on its acquisition of a non-performing corporate loan portfolio from the National Bank of Greece.

Zepos & Yannopoulos has advised Alpha Bank on Project Galaxy, which it describes as "the second largest NPE securitization in Europe."

Stamatis Drakakakis, Partner and Head of Antitrust & Competition practice at Zepos & Yannopoulos, has been appointed to the firm’s Executive Committee.

Products imported from and exported to the UK became subject to customs duties as the UK withdrew from the European Union on 1 February 2020 and also left the EU customs union on 1 January 2021.

The hot practice for CMS in Hungary is Dispute Resolution, and Zsolt Okanyi, Partner and Head of Dispute Resolution both for Hungary and globally at CMS, explains that his team's current workload is primarily driven by the COVID-19 crisis.

The Kapolyi law firm has helped Connecticut-based international brokerage company Interactive Brokers establish its Central European headquarters in Budapest.

Cobalt has advised venture capital fund Karma Ventures on its follow-on investment in Vilnius-based CGTrader, which was advised by Sorainen. Evli Growth Partners, Karma Ventures, and LVV Group participated in the round, in which CGTrader raised USD 9.5 million.

Cobalt’s Estonian office has advised technology-oriented venture capital fund Earlybird Digital East Fund on its provision of EUR 1.5 million in seed funding into Binalyze, a provider of advanced digital forensics and incident response solutions.

Sorainen has advised BaltCap on its acquisition of Ridango, an Estonia-based provider of public transport services, from LipCap. Rask advised the seller on the deal.

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.

Ellex Raidla has advised SG Capital Partners Fund I on the acquisition of a 90,000 square meter logistics complex near the Plavinieki and Dreilini districts in Riga by acquiring shares in SIA Beinits and SIA Balt Cargo Solutions from a group of private investors. The sellers were reportedly advised by Rasa, Esenvalds, and Radzins. Financial terms were not disclosed.

Cobalt has helped AB Linas Agro Group with its application for approval by the Competition Council of Latvia for its acquisition of the Kauno Grudai group. 

The Kapolyi law firm has helped Connecticut-based international brokerage company Interactive Brokers establish its Central European headquarters in Budapest.

Cobalt has advised venture capital fund Karma Ventures on its follow-on investment in Vilnius-based CGTrader, which was advised by Sorainen. Evli Growth Partners, Karma Ventures, and LVV Group participated in the round, in which CGTrader raised USD 9.5 million.

Sorainen has helped Lithuanian 3D model trading platform CGTrader attract USD 9.5 million in a Series B funding round from Mikael Hed, Evli Growth Partners, LVV Group, and Karma Ventures. Walless advised Mikael Hed and Evli Growth Partners and Cobalt advised Karma Ventures on the deal.

Dentons has advised Kommunalkredit Austria AG on its provision of a EUR 23 senior term loan to Green Genius in Lithuania. Binder Groesswang and Glimstedt reportedly advised Kommunalkredit in Austria and Lithuania, respectively.

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.” 

Mitroi, Damian, Serbu & Associates and Ireland's Crowley Millar Solicitors have successfully represented Romanian airline Just-Us Air in arbitration with Air Moldova, the largest Moldovan airline.

“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.

In our legal work in Montenegro, CMS has been engaged in a number of major mergers & acquisitions, representing both buyers and sellers, including Monte Rock’s acquisition of HIT Montenegro in connection with the Hotel Maestral in Budva-Przno, the Delhaize Group’s acquisition of food retailer Delta Maxi, KKR’s acquisition of SBB/Telemach Group, and OTP Bank’s acquisition of Societe Generale Montenegro.

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.

Rymarz Zdort has advised BIF IV Europe Holdings Limited, an affiliate of Brookfield Renewable Partners, on its unspecified investment in Polish renewable energy producer Polenergia S.A.

Orrick and Kondracki Celej have advised EPAM Systems Inc on its acquisition of Salesforce.Com’s cloud consulting partner, PolSource, to ramp up its growing Salesforce abilities and development into new markets. The financial terms of the transaction were not disclosed.

On February 5, 2021, CEE Legal Matters reported that Penteris had advised a joint venture formed by Rida Development Corp and Mack Real Estate Group on its acquisition of the Jerozolimskie Business Park in Warsaw from A&T Holdings. CEEIHM spoke with Rafal Nowicki, CEO at Apollo-Rida, to learn more about the deal.

Emergency Government Ordinance (EGO) no. 13 dated 24 February 2021, which amends Law 227/2015 regarding the Fiscal Code and Accounting Law no. 82/1991, was published in the Romanian Official Gazette, issue no. 0197 dated 26 February 2021.

Glodeanu & Partners, working with the Nivaro Law Firm, has advised Impero Software on the acquisition of Danish-based Netop, which has a strong presence in Romania through two of its subsidiaries, from Consolidated Holdings A/S.

Mitroi, Damian, Serbu & Associates and Ireland's Crowley Millar Solicitors have successfully represented Romanian airline Just-Us Air in arbitration with Air Moldova, the largest Moldovan airline.

Debevoise & Plimpton has advised Ozon Holdings PLC, a Russian e-commerce platform, on the issue of USD 750 million senior unsecured bonds due 2026, convertible into American depositary shares, representing ordinary shares of Ozon.

Acting on behalf of firm client CD Land Contact LLC, Russia's Intellectual Capital law firm has initiated bankruptcy proceedings against Fortes LLC.

DLA Piper has advised Elektrozavod Group, a Russian manufacturer of transformer equipment, on the RUB 30.5 billion sale of a 94.01% stake in JSC Elektrozavod and 100% in LLC Elektrokombinat to LLC Megapolis Invest, a joint venture between Sistema and Sberbank Investments. Cleary Gottlieb Steen & Hamilton advised the buyers on the deal.

Bojanovic & Partners has successfully represented football player Nemanja Nikolic in CAS arbitration between him and Israeli club Hapoel Tel Aviv. 

Law on Determining the Origin of Property and the Special Tax, the law which attracts a lot of public attention for two reasons, begins to apply on 12 March. General public attention is attracted given that this law was announced from time to time by various political parties which were in power during the last 20 years, while attention of competent public is attracted given the solutions provided for in the law.

Ketler & Partners, member of Karanovic, has advised ARX Equity Partners on its acquisition of Instrumentation Technologies and Red Pitaya, a handheld electronics lab, from its founders. The sellers were advised by Acuity Advisors.

Former White & Case lawyer Simona Rapava has joined Slovakia's MCL Law Firm as Co-Head of Banking and Finance.

One could argue that transparency and safeguard regulations in related-party transactions of companies should be well established and should not be an issue in M&As in the current environment. However, this is not the case with Section 59a of the Slovak Commercial Code, which found its way into the Code via the implementation of the Second Council Directive 77/91/EEC.

Interview with the Partners of the New NGL Symbio Alliance.

Ketler & Partners, member of Karanovic, has advised ARX Equity Partners on its acquisition of Instrumentation Technologies and Red Pitaya, a handheld electronics lab, from its founders. The sellers were advised by Acuity Advisors.

Foreign investors of all types were increasingly interested in Life Science (LS) companies even before COVID-19 emerged. It is no wonder that Slovenian LS companies are of particular appeal, since this highly innovative community significantly contributed to Slovenia being ranked 21st in this year’s Bloomberg Innovation Index. Some say COVID-19 catalyzed the new deals this year, but they were more likely fostered by the new investment opportunities that keep popping up with each innovative solution offered by the relatively small (and relatively inexpensive) companies in Slovenia. The race to acquire these innovative scale-ups and start-ups has become increasingly competitive.

After many years of liberalization and globalization, recent years have shown a reversal of the European Union’s approach concerning foreign direct investment from third countries. As in much of the world, the EU has taken a more restrictive view than in the past, and this view is reflected on the legislative level with the FDI Screening Regulation.

Paksoy has advised the Ageas insurance company on its acquisition of a 40% stake in Turkey's AvivaSA life insurance company, from British insurance group Aviva, for approximately GBP 122 million. The transaction, which is expected to close this year, remains subject to regulatory approval.

New technologies are all the rage, as law firms adapt to the telecommuting and digitalization realities that accompanied the Covid-19 pandemic. Accordingly, we decided to ask our Law Firm Marketing experts from across the region a simple question: “What is the single most important/valuable piece of software you use?” As always, we asked respondents to focus on the question at hand, rather than – as we put it – using the question simply as an excuse to “tell us that their firms are awesome.” Not everyone was able to resist.

Turunc has advised Bogazici Ventures on its USD 500,000 investment in Barakatech.

Former Mriya Agroholding Chief Legal Counsel Sergiy Ignatovsky has joined Redcliffe Partners as a Partner within the firm’s Litigation and Restructuring practices.

Sayenko Kharenko has successfully represented claimant Ukrainian agricultural holding PJSC MHP at the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry, as well as in Ukrainian courts, in connection with the unsuccessful attempt of the unidentified respondent in the case to set aside the ICAC's award.

Avellum has successfully defended the interests of PJSC A/T B.A.T.-Prilucky Tobacco Company — the Ukrainian subsidiary of British American Tobacco — in a dispute against the Antimonopoly Committee of Ukraine. The case was brought before the Northern Commercial Court of Appeal in Kyiv.