PRELIMINARY MATTERS NOVEMBER 2020 Year 7, Issue 10 CEE November 2020 Legal Matters

In-Depth Analysis of the News and Newsmakers That Shape Europe’s Emerging Legal Markets

Guest Editorial by Kevin-Paul Deveau of Reed Smith Across the Wire: Deals and Cases in CEE Featured Deals On the Move: New Firms and Practices The Buzz in CEE Centering CEE: Interview with Reed Smith’s Dedicated CEE/SEE Group Expat on the (English) Market: Pawel Szaja of Shearman & Sterling Expat(s) on the Market: An Update Connected to CEE: Interview with Slaughter and May’s Dedicated CEE Partner Group 1 CEE LEGAL AfterMATTERS the Gold Rush: What Causes and Comes After an International Law Firm’s Departure from a CEE Market ILFs in CEE: What’s the Deal? NOVEMBER 2020 PRELIMINARY MATTERS

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www.jpm.rs 2 CEE LEGAL MATTERS PRELIMINARY MATTERS NOVEMBER 2020

EDITORIAL: LOOKING WEST ACROSS THE POND

By David Stuckey

England – particularly English law firms, English lawyers, and Expat on the Market this time with English law – plays an outsized role in CEE’s legal markets. Pawel Szaja of Shearman & Sterling – a Polish lawyer at an international firm English law firms were among the first international providers in London. We have a special report on of legal services to establish footprints in CEE after the end the process of arrival and withdrawal of communism, and the level of quality they were able to offer for London-based law firms establishing clients in CEE (as well as those investing in the region from (and then closing) offices in CEE, and outside) quickly became the standard in the region. Domestic the extent to which they maintain special relationships with firms were required, in short order, to learn, improve, and the offices they left behind. We invited all the international law adapt to those standards. firms working in the region to highlight their most significant deals in the past five years, and we invited the sponsor of the English lawyers were the flag carriers for those standards, 2020 Dealer’s Choice conference (Slaughter and May) and the providing personal assurances of competence and quality, and 2021 Dealer’s Choice conference (Reed Smith) to tell us a bit bringing to bear their first-hand experience with the most so- about their CEE practices. phisticated M&A and financing procedures, as well as the kind of enlightened, commercially-minded, problem-solving client There is, in fact, a lot of news coming from us that we’re very service the rapidly developing region required. excited about. In addition to an upcoming formal announce- ment about next year’s big conference in London (contact us English law, both because of its centuries of refinement and for sponsorship details), by the time this issue is on your desk its universal acceptance as an acceptable common denominator we will have started beta testing a brand-new product, which, across cultures, is also commonly relied upon by contracting when formally introduced in December, has the potential of parties in CEE, whether for M&A or for financing deals. – well, let’s not say “revolutionizing” the market, but at least We at CEE Legal Matters are extremely familiar with Eng- making a significant impact on it. You’ll be seeing more in lish lawyers and law firms. Indeed, the CEE Legal Matters’ coming weeks. 2020 Dealer’s Choice International Law Firm Summit and Also, you may have noticed our expansion in recent months annual Deal of the Year Awards Banquet were scheduled for as well. From our new and extremely popular Comparative London specifically to help bring local CEE firms and their Guides, to the new CEE In-House Legal Matters magazine London-based counterparts together, and while the ongoing and website … we’re still growing, still expanding, still thinking (and worsening) COVID-19 crisis forced the cancellation of about ways to make our products, reporting, and services more those events, we’re going to try again next year (June 3d, 2021 useful to our readers. So you should definitely check out our – mark it down). new products, contact us for more details, and stay tuned for Thus, this, our third special issue dedicated to a particular mar- more announcements and information. ket in three years – following China in 2018 and South Africa In the meantime, you should enjoy this Special Issue of the in 2019 – is focused on English lawyers and law firms. We CEE Legal Matters magazine. have reached out to all the English lawyers we’ve interviewed over the years for an update from them, and added a special Written, not coincidentally, in English.

The Editors: Letters to the Editors: EE David Stuckey If you like what you read in these pages (or even if you don’t) [email protected] we really do want to hear from you. Please send any com- Radu Cotarcea ments, criticisms, questions, or ideas to us at: [email protected] [email protected]

CEE LEGAL MATTERS 3 NOVEMBER 2020 PRELIMINARY MATTERS

GUEST EDITORIAL: THE (CONTINUED) IMPORTANCE OF ENGLISH LAW FOR CEE By Kevin-Paul A. Deveau, Partner, Reed Smith

On January 20, 2010, I stepped off a plane in a way which should give confidence in the sensibility of the in Bucharest to start a secondment at English courts and English law. Clifford Chance’s local office, which was This important standing of the English courts and English law supposed to last eighteen to twenty-four came under some pressure with Brexit, but in my view, it has months. I was a young and eager lawyer, passed that test. The UK Supreme Court had a decisive impact keen for new experiences and ready for the on the approach of the UK Government to Brexit. Its role in challenge of working in emerging markets. the process reinforced the sound approach of the judiciary in In the end, I left nearly three and a half the UK, notwithstanding certain tabloid hysterics. And whatev- years later, and I almost stayed on permanently in Bucharest. It er happens with the end of the transition period, English law was an amazing experience, and English law in CEE has had a will continue to be available as a safe harbour, just as New massive impact on my life. York law has been used around the world for decades without But a lot has changed in the ten years since I arrived in Bu- any of the arrangements tied to membership of the European charest. Back then, the financial crisis was still working its way Union. through the global economy, and the regional legal market was The role of English law and English law firms in CEE and dominated by Magic Circle and Silver Circle firms, together elsewhere will, however, continue to evolve. We have seen the with national and regional firms and a mix of US law firms. emergence of strong local markets, where deals are increasing- Since then, we have had – naming only a few monumen- ly being dominated by local plays. A large loan from a Polish tal events during the last decade – the Eurozone crisis, the bank to a Polish borrower is more common nowadays, and Ukrainian revolution, sanctions against Russia, Brexit, and in that context, English law and English language documents COVID-19. In these times of change and disruption, the make less sense. At the same time, local borrowers have more legal market has shifted drastically. US firms have arrived in sophisticated and more international. They are accessing London, France, and Germany in force, having a massive international capital and doing deals in ways which we did not impact on compensation and profitability expectations. Law see before. And, when (for example) the Polish bond market firm mergers have led to cross-border behemoths, with some seized up, we saw a sustained uptick in Polish companies seek- having more than 5000 lawyers around the world. And client ing finance from sources other than Polish banks, including expectations on cost and delivery in an era of ever-increasing non-bank lenders with a strong preference for English law. automation and speed of communication have shifted. In this context, law firms have had to reassess their business In this context, the role of English law in CEE has remained and staffing. What gets done in London? Do lawyers need to strong. English law remains a far more common choice of law sit physically in the region? Or can it all be done from London for cross-border transactions, particularly in CEE, than any or a regional hub? And one issue looms over the entire indus- other option. It is particularly popular with inbound/outbound try - profitability. Clients are increasingly sophisticated con- investment and lending, where the parties do not want one sumers of legal services. Can everything be done by a global side to have a “home field” advantage. This position has been law firm with a single profit model? Or does it make sense to reinforced by the development of English case law in the last have a broader mix of international, regional, and national law decade. Time after time after time, the courts have articulated firms? Back in 2010, the legal market was driven in many re- principles – binding at common law in a way they would not spects by international law firms driving into local markets, but be in a civil law jurisdiction – which encourage the sensible I am not sure that will continue. We - as an industry - are still interpretation of contractual obligations by reference to the trying to work our way through that. What is clear, however, is reasonable expectations of the parties. The English courts that the world and CEE look a lot different than in 2010, but have demonstrated a serious commitment to reasonableness, the new circumstances present opportunity.

4 CEE LEGAL MATTERS PRELIMINARY MATTERS NOVEMBER 2020

TABLE OF CONTENTS PRELIMINARY MATTERS

3 Editorial: Looking West Across the Pond

4 Guest Editorial: The (Continued) Importance of English Law for CEE ACROSS THE WIRE

6 Across The Wire: Featured Deals

8 Across The Wire: Summary of Deals and Cases

16 On the Move: New Homes and Friends LEGAL MATTERS

22 The Buzz FOREIGN FOCUS: UNITED KINGDOM

30 Centering CEE

34 Expat on the (English) Market: Interview with Pawel Szaja of Shearman & Sterling

36 Expat(s) on the Market: An Update

40 Connected To CEE

44 After the Gold Rush: What Causes and Comes After an International Law Firm’s Departure from a CEE Market ILFS WHAT’S THE DEAL

50 Highlights of International Law Firms in CEE

CEE LEGAL MATTERS 5 NOVEMBER 2020 ACROSS THE WIRE

ACROSS THE WIRE: FEATURED DEALS

Czech Republic: Dentons Advis- es CPI Property Group on New Hybrid Issue and Tender Offer

Dentons has advised CPI Property Latvia: Cobalt Advises Capi- Group on a successful tender offer and tal300 and Chalfen Ventures on the issue of EUR 525 million 4.875% Romania: MPR Partners Advis- Investment into Lokalise undated subordinated notes callable in es Belgium’s Interparking on November 2026. Expansion of Parking Locations Cobalt has advised Capital300 and Portfolio in Romania Chalfen Ventures on a EUR 5 million The notes – which Dentons refers to as series A investment into Riga-based “the New Hybrids” – were issued under MPR Partners has advised Interparking startup Lokalise. CPIPG’s EUR 8 billion Euro Medium on its acquisition of the Bucur Obor Term Note Programme and received Parking building in Bucharest from Founded in 2017, Lokalise is a Latvian significant investor interest, with nearly Parcaj Subteran Bucur Obor. startup that focuses on translation and EUR 1 billion of demand. Proceeds localization of apps, websites, games from the New Hybrids are primar- The Interparking Group is present and more. ily intended for extending CPIPG’s in nine countries and over 360 cities. refinancing profile and further reducing It currently owns 783 units with over “The Investment in Localise was important gross debt. 360,000 parking spots across Europe, not just for the company and investors, but and in Romania, Interparking owns five the whole Latvian start-up scene. It repeat- On September 8, 2020, CPIPG an- parking locations: four in Bucharest, and edly indicated that Latvian start-ups can be nounced tender offers targeting its attractive to serious investors outside the one in Timisoara. Baltics and are they ready to conquer global EUR 550 million 4.375% undated markets. Cobalt was glad to be part of this subordinated notes callable in 2023 (the MPR Partners’ team consisted of Part- transaction.” “2023 Hybrids”) and EUR 347 million ner Dana Radulescu, Senior Associate - Indrikis Liepa, Cobalt Latvia Partner 1.45% senior notes due 2022 (the “2022 Daniel Alexie, and Associate Diana Notes”). Borcean.

Cobalt’s team included Partner Indrikis On September 17, 2020, EUR 28 mil- Liepa, Senior Associate Diana Zepa, and lion of the 2023 Hybrids and EUR 12 Associates Agnese Gerharde and Ivo million of the 2022 Notes were accept- Maskalans. ed in the tender offer. In total during 2020, CPIPG has repaid more than EUR 1.2 billion of senior unsecured bonds, Schuldschein, and hybrid bonds in advance of the scheduled maturity or call dates.

6 CEE LEGAL MATTERS DEALS AND CASES NOVEMBER 2020

Ukraine: Redcliffe Partners Ad- Czech Republic: JSK and Noerr vises Hurma System on Financ- Advise on R22’s Acquisition of ing from Pragmatech Ventures Czech Communication Provider ProfiSMS Austria, Slovenia: Schoenherr Redcliffe Partners has advised Ukrainian Advises on Sartorius’ Acquisi- HR tech product manufacturer Hurma JSK has advised Poland’s R22 Group tion of BIA Separations System on seed financing from the Eu- on its acquisition by auction of a 100% ropean venture capital firm Pragmatech stake in ProfiSMS s.r.o. and its two Schoenherr has advised the unidentified Ventures. Czech fully-owned subsidiaries, Axima majority shareholder on the sale of BIA SMS Services s.r.o. and SMSbrana s.r.o., Separations to the Sartorius Group and Hurma System is a Ukrainian start-up from Net Brokers Holding, which is its merger into the Sartorius Stedim that specializes in the automation of HR owned by the Bauer Media Group. The Biotech subgroup. and recruitment processes of business- sellers were represented by Noerr. es. The transaction has a total value of The R22 group technological companies EUR 360 million, of which EUR 240 Pragmatech Ventures is a European focuses on scalable services offered on million will be paid in cash and EUR venture fund that invests in early-stage the basis of a subscription model and 120 million in Sartorius Stedim Biotech B2B SaaS and Marketplace projects in SaaS (Software as a Service). shares. Additionally, three tranches of the CEE region and focuses on start- ProfiSMS provides telecommunication earn-out payments based on perfor- ups in the field of Enterprise Software, services in the form of text messages mance over the next five calendar years prioritizing HR Tech, BioTech, Property for authentication and advertising pur- were agreed. The acquisition is subject Tech, and Sales & Marketing Tech. poses in the Czech and Slovak markets. to customary closing conditions and is It specializes in high-quality message de- expected to close by the end of 2020. livery over direct operator connections BIA Separations develops and manufac- and using alpha sender ID. tures products for the purification and Ukraine: Integrites Successful analysis of large biomolecules such as “It was a truly cross-border deal in a competi- viruses, plasmids, and mRNA, which are for Orlen Lietuva in Ukrainian tive auction process which entailed all ele- Customs Dispute ments and aspects which you may expect. used in cell and gene therapies and other We are excited to assist R22 with their entry advanced therapies. into the Czech market and wish them all the Integrites has successfully defended Or- best for the future.” The Sartorius Group has been described len Lietuva in a UAH 1.5 million dispute - Tomas Dolezil, as “a leading international partner of with the Zhytomyr office of the State Partner and Head of Corporate/M&A, JSK biopharmaceutical research and the in- Fiscal Service of Ukraine. dustry.” In fiscal 2019, the group gener- ated approximately EUR 1.83 billion in Orlen Lietuva is a refinery operator that JSK’s team was led by Partner Tomas revenue. It has around 9,000 employees supplies petrol and jet fuel to Ukraine Dolezil and included Senior Associates at approximately 60 manufacturing and and the Baltic states. Helena Hailichova and Hana Cislerova sales sites around the world. and Junior Lawyers Tomas Benes and Integrites’s team included Partner Vik- Sebastian Speta. Eisenberger & Herzog, Milbank, and toriya Fomenko and Senior Associate Rojs, Peljhan, Prelesnik & Partners ad- Kostiantyn Kharchenko. Noerr’s team included Partner Barbara vised the Sartorius Group on the deal. Kusak and Senior Associate Michal Janicek.

CEE LEGAL MATTERS 7 NOVEMBER 2020 ACROSS THE WIRE

ACROSS THE WIRE: DEALS SUMMARY

Date Firms Involved Deal/Litigation Value Country covered 21-Sep Binder Groesswang Binder Groesswang advised Austrian cryptocurrency service provider N/A Austria SmartBytes GmbH, operating as Coinpanion, on a pre-seed financing round. 22-Sep Dorda; Dorda advised Patrizia AG on the acquisition of the Aira Tower residential N/A Austria Eisenberger & Herzog project in Graz from Aira Development Group. Eisenberger & Herzog advised the Aira Development Group on the sale. 2-Oct Schoenherr Schoenherr advised Austrian fintech Bitpanda on a European Series A USD 52 Austria financing round that was led by Valar Ventures. Taylor Wessing advised Valar million Ventures. 6-Oct Cerha Hempel; Cerha Hempel advised OMV on the sale of its 51% stake in Gas Connect EUR 271 Austria Schoenherr Austria GmbH to Verbund AG. Schoenherr advised Verbund on the sale. million 9-Oct Delphi; Schoenherr and Sweden's Delphi law firm advised AddLife on its acquisition N/A Austria Schoenherr; of all shares in the DACH Medical Group Holding AG. The unidentified sellers SCWP Schindhelm were advised by SCWP Schindhelm. 15-Oct Binder Groesswang; Binder Groesswang, working alongside lead counsel Bird & Bird, advised N/A Austria Bird & Bird European investment fund Cube Infrastructure Fund II on the acquisition of a majority stake in Switzerland's Heliot Group. 30-Sep Dentons Dentons helped Austrian insurance group UNIQA and CherryHUB, its N/A Austria; Hungarian InsurTech subsidiary, enter the German market. Hungary 15-Oct CMS; CMS advised Green Source GmbH and its Solar Partners subsidiary on EUR 66 Austria; Wolf Theiss financing provided by Kommunalkredit Austria for the construction of power million Hungary; plants in Hungary. Wolf Theiss advised Kommunalkredit Austria. Slovakia 9-Oct Eisenberger & Herzog; Eisenberger & Herzog, Milbank, and Rojs, Peljhan, Prelesnik & Partners advised EUR 360 Austria; Milbank; the Sartorius Group on its acquisition of BIA Separations and its merger into million Slovenia Rojs, Peljhan, its Sartorius Stedim Biotech subgroup. Schoenherr advised the unidentified Prelesnik & Partners; majority shareholder of BIA Separations on the sale. Schoenherr 7-Oct Sorainen Sorainen advised Australia's Aristocrat Digital gambling machine N/A Belarus manufacturer on an undisclosed investment in Belarusian game development studio Neskin Games. 21-Sep Djingov, Gouginski, Djingov, Gouginski, Kyutchukov & Velichkov advised OTP Bank and DSK Bank N/A Bulgaria Kyutchukov & on financing provided to Minstroy Properties EOOD for the development of Velichkov NV Tower, a high-rise office building in Sofia. 22-Sep Kinstellar Kinstellar advised the EBRD on a EUR 40 million agreement with Raiffeisebank EUR 40 Bulgaria Bulgaria. million 25-Sep Djingov, Gouginski, DGKV advised Dow Jones International on the execution of a lease agreement N/A Bulgaria Kyutchukov & for the company's new office in Sofia. The lessor, T.I.M-X OOD, was advised Velichkov; by the Jordanov, Valkov & Partners law firm. Jordanov, Valkov & Partners

8 CEE LEGAL MATTERS DEALS AND CASES NOVEMBER 2020

Date Firms Involved Deal/Litigation Value Country covered 25-Sep Djingov, Gouginski, DGKV advised Sitel Bulgaria on extending ite lease and renegotiating certain N/A Bulgaria Kyutchukov & lease provisions necessitated by the COVID-19 pandemic. Velichkov 9-Oct Clifford Chance; Tsvetkova Bebov Komarevski and Clifford Chance advised the Republic of EUR 2.5 Bulgaria Djingov, Gouginski, Bulgaria on its dual tranche EUR 2.5 billion eurobond issuance. DGKV and billion Kyutchukov & Linklaters advised lead managers Citi, JP Morgan, BNP Paribas, and Unicredit. Velichkov; Linklaters; Tsvetkova Bebov Komarevski 15-Oct CMS CMS advised the Italian-Saudi Arabian Arkad Consortium on the amendment N/A Bulgaria and supplement of a public procurement agreement for materials and equipment, investment design-phase detailed design, construction, and commissioning of the Balkan Stream gas pipeline project. 28-Sep Divjak Topic DTB advised Interxion on its acquisition of Altus IT in Croatia. Mamic Peric N/A Croatia Bahtijarevic & Krka; Reberski Rimac advised Altus IT on the deal. Mamic Peric Reberski Rimac 9-Oct CMS; Schoenherr advised S Immo AG on the acquisition of the Zagrebtower office N/A Croatia Schoenherr complex from CA Immobilien Anlagen AG. CMS advised the sellers on the deal. 8-Oct ODI Law; ODI Law and Praljak & Svic advised Tokic, a Croatian auto parts retail chain, N/A Croatia; Praljak & Svic on the acquisition of all shares in Slovenian tire distribution company Bartog Slovenia from private individuals Jasna Bartolj Kotar and Darija Bartolj Umek. The sellers were advised by solo practitioners Mihael Prcic and Janez Tekavc. 17-Sep Baker McKenzie; Pierstone advised the Prague-based Socialbakers social media marketing N/A Czech Pierstone company on the sale of its global business to U.S.-based customer Republic engagement company Astute. Baker McKenzie advised Astute on the deal. 22-Sep Kocian Solc Balastik Kocian Solc Balastik helped the Walteran Company obtain a license from the N/A Czech Czech National Bank to operate an investment company. Republic 22-Sep Kocian Solc Balastik KSB advised the WY Group on its acquisition of Hosting90 System and N/A Czech Hosting Zdarma in the Czech Republic. Republic 24-Sep Kinstellar; Kinstellar advised Czech investment group Portiva and Micronix on its CZK 2 billion Czech White & Case acquisition of the Central Kladno shopping center in the Czech town of Republic Kladno from Crestyl. White & Case advised Crestyl on the deal. 24-Sep Baker Mckenzie; Baker McKenzie’s Prague office advised Worldline SA/NV on its acquisition of N/A Czech JSK; a 53% of stake in Gopay. JSK and Urban & Hejduk advised the seller on the Republic Urban & Hejduk deal. 25-Sep Dentons Dentons advised CPI Property Group on a successful tender offer and the EUR 525 Czech issue of EUR 525 million 4.875% undated subordinated notes callable in million Republic November 2026. 28-Sep DLA Piper DLA Piper advised Inven Capital on an unspecified investment in Sweden's N/A Czech Eliq AB. Republic 5-Oct Kocian Solc Balastik KSB advised Eligo on its acquisition of the Czech branch of Euroserum. N/A Czech Republic 6-Oct Kocian Solc Balastik KSB advised the Pilsen Public Transport Corporation on awarding a public CZK 1.7 Czech contract to renovate the Slovany tram depot in the Czech city of Plzen. billion Republic 9-Oct Havel & Partners Havel & Partners helped Czech software supplier eMan list its shares on the CZK 45 Czech Start stock exchange. million Republic 9-Oct Havel & Partners Havel & Partners advised Prazska Teplarenska on the spin-off of its assets N/A Czech into five successor companies. Republic

CEE LEGAL MATTERS 9 NOVEMBER 2020 ACROSS THE WIRE

Date Firms Involved Deal/Litigation Value Country covered 9-Oct BPV Braun Partners; Schoenherr advised KB SmartSolutions on the acquisition of an almost N/A Czech Schoenherr; 25% stake in Platebni Instituce Roger from Echilon Capital. BPV Braun Republic Setina Komendova & Partners advised Echilon Capital on the transaction, and Setina, Komendova Partners & Partners advised Platebni Instituce Roger's CEO Adam Soukal and CTO Tomas Slobodnik. 13-Oct JSK; JSK advised Poland's R22 Group on its acquisition by auction of a 100% N/A Czech Noerr stake in ProfiSMS s.r.o. and its two Czech fully-owned subsidiaries, Axima Republic SMS Services s.r.o. and SMSbrana s.r.o., from Net Brokers Holding. Noerr represented the sellers. 13-Oct Havel & Partners Havel & Partners advised on the sale of the Czech special purpose vehicle that N/A Czech owns Prime Timesheet to Icelandic IT company Tempo Ehf. Republic 13-Oct Havel & Partners Havel & Partners advised Genesis Capital Growth on the acquisition of a N/A Czech 100% stake in Home Care Promedica, a home healthcare and social services Republic provider in the Czech Republic. 17-Sep CMS; Schoenherr advised Covivio on its lease of the Carlo IV hotel in Prague and the N/A Czech Schoenherr New York Palace and New York Residence hotels in Budapest to the NH Hotel Republic; Group. CMS advised the NH Hotel Group on the deal. Hungary 22-Sep Castren & Snellman; DLK Legal in Poland and Kinstellar in Hungary and the Czech Republic advised EUR 30 Czech DLK Legal; Infosys on its acquisition of GuideVision. Osborne Clarke, Sorainen, and million Republic; Havel & Partners; Castren & Snellman also advised Infosys on the deal. Havel & Partners served Hungary; Kinstellar; as GuideVision’s advisor in the Czech Republic. Poland Osborne Clarke; Sorainen 2-Oct Nove The Nove Law Firm successfully represented the Political Party Financing EUR 40,387 Estonia Supervision Committee in a dispute with the Center Party of Estonia. 6-Oct Ellex (Raidla) Ellex Raidla advised the LHV Group on the public offering of its EUR 25 million EUR 85.3 Estonia subordinated bonds. million 12-Oct Cobalt Cobalt successfully represented textile solutions supplier Protex Balti AS in a N/A Estonia dispute with Amigtex, the vendor of Optitex software. 13-Oct Cobalt Cobalt successfully represented Protex Balti in a dispute with Amigtex. N/A Estonia 9-Oct Sorainen Sorainen advised Infracapital and AMP Capital on the sale of their combined N/A Estonia; ownership interest in Adven, a provider of clean energy solutions across the Latvia; Nordics and Baltics, to unnamed institutional investors. Lithuania 23-Sep Hogan Lovells; Noerr advised UniCredit on financing to South Korean real estate investment N/A Hungary Kinstellar; trust JR AMC for its acquisition of the Nordic Light Trio office building in Noerr Budapest from Skanska. Partos & Noblet – the Budapest office of Hogan Lovells – advised JR AMC on both the financing and the underlying acquisition, while Kinstellar advised Skanska. 18-Sep Cobalt Cobalt advised capital300 and Chalfen Ventures on a EUR 5 million series A EUR 5 million Latvia investment into Riga-based startup Lokalise. 22-Sep Ellex (Klavins) Ellex Klavins helped Gulbenes Autobuss and Balvu Autotransports N/A Latvia successfully contest a procurement award involving a regional passenger carriage in Latvia to the country's Procurement Monitoring Bureau. 28-Sep Actus Q; Cobalt advised Dithmarschen Baltic GmbH on its acquisition of 100% of Dan- N/A Latvia Cobalt Lat Invest and ODK & RB. Actus Q advised the sellers on the deal. 30-Sep Cobalt Cobalt represented Latvia's Central Election Commission in proceedings N/A Latvia before the Regional Administrative Court in Riga regarding the annulment of extraordinary elections to the Riga City Council.

10 CEE LEGAL MATTERS DEALS AND CASES NOVEMBER 2020

Date Firms Involved Deal/Litigation Value Country covered 13-Oct Cobalt Cobalt advised two natural persons in an administrative appeal of a decision N/A Latvia of Latvia's Office of Citizenship and Migration Affairs denying them residence permits due to non-compliance with the provisions of the Immigration Law. 28-Sep Ashurst; Sorainen, Linklaters, and Ashurst advised Lithuania's state-owned Ignitis N/A Lithuania Debevoise & Group on its initial public offering and admission to the Vilnius and London Plimpton; stock exchanges. Walless and Dentons advised bookrunners Bank of America, Dentons; JP Morgan, Morgan Stanley, Swedbank, and UBS on the offering. TGS Baltic Linklaters; and Debevoise & Plimpton advised GDR depositary Bank of New York Mellon. Sorainen; TGS Baltic; Walless 30-Sep Sorainen Sorainen is representing 15min, a news website in Lithuania, in an appeal N/A Lithuania against a warning issued by Lithuania's State Consumer Rights Protection Authority commission. 2-Oct TGS Baltic TGS Baltic established a pro bono partnership with the Kazickas Family N/A Lithuania Foundation, an international non-profit organization that supports education, social welfare, technology, culture, and medicine projects in the United States of America, Lithuania, and Africa. 5-Oct DLA Piper DLA Piper advised Lithuania's Ignitis Group on its acquisition of a 5% stake in N/A Lithuania the Moray West wind farm project on the east coast of Great Britain currently under development by Ocean Winds, which was established earlier this year as a joint venture by French energy giants Engie and EDPR. 6-Oct Walless Walless advised Eastnine on the acquisition of an office property in central EUR 20 Lithuania Vilnius. million 8-Oct Sorainen Sorainen helped establish the Aid Fund for Business, which will invest public N/A Lithuania and private funds in enterprises affected by COVID-19. 12-Oct Triniti (Triniti Jurex) Triniti Jurex successfully represented Restaurants Group Fortas in a dispute N/A Lithuania with an unnamed insurance company. 14-Oct Glimstedt Glimstedt successfully represented Nigeria's Arik Air Limited in a cross- EUR 2 million Lithuania border debt collection enforcement case in the Kaunas Regional Court. 17-Sep Clifford Chance; White & Case advised Valmet on its acquisition of the PMP Group. Clifford EUR 64 Poland White & Case Chance Warsaw advised the seller on the deal. million 18-Sep DLA Piper; DLA Piper advised the founder of Top System, a flexible packaging company N/A Poland Noerr in the dairy industry in Poland, on the sale of an 80% stake to Switzerland's Aluflexpack. Noerr advised Aluflexpack on the deal. 21-Sep Dentons; Greenberg Traurig advised Madison International Realty on its acquisition of N/A Poland Greenberg Traurig an unspecified stake in Cavatina Office sp. z o.o., the owner of the Chmielna 89 office building in Warsaw, from Cavatina Holding S.A., as well as on its entry into a joint venture agreement with Cavatina Holding S.A. and the refinancing of the existing bank debt of Cavatina Office sp. z o.o. Dentons reportedly advised Cavatina Holding S.A. on the deal. 22-Sep Jeantet; Noerr is advising the Schwarz Group on its intended takeover and potential N/A Poland Nautadutih; entrance into a strategic partnership with the French Suez Group in the Noerr waste disposal and recycling business. NautaDutilh in Luxembourg and the Netherlands and Jeantet in France worked on the deal as well. 24-Sep Dentons; DLA Piper in Poland advised Elite Partners Capital on the acquisition of a N/A Poland DLA Piper warehouse in the Polish town of Mszczonow from P3 Logistic Parks. Dentons advised P3 Logistic Parks on the deal. 25-Sep DLA Piper DLA Piper helped Aerotunel obtain financing from Pekao bank for the N/A Poland construction of the Deepspot diving pool in the Polish town of Mszczonow, together with conference and hotel facilities. The BB law firm advised Pekao bank on the deal.

CEE LEGAL MATTERS 11 NOVEMBER 2020 ACROSS THE WIRE

Date Firms Involved Deal/Litigation Value Country covered 28-Sep Bredin Prat; White & Case advised Play Communications and its shareholders, Novator EUR 2.2 Poland Soltysinski Kawecki & and Olympia, on the EUR 2.2 billion sale of all of its shares to French billion Szlezak; telecommunication provider Iliad SA. Bredin Prat and Soltysinski, Kawecki & White & Case Szlezak advised the buyer on the deal. 28-Sep Clifford Chance; Clifford Chance advised Sun Investment Group Polska on the sale of a 170 N/A Poland Gorzelnik Nentwig megawatt solar parks portfolio currently under development to Ignitis Ziebinski; Renewables. Gorzelnik Nentwig Ziebinski and Sorainen advised the buyer on Sorainen the deal. 30-Sep Greenberg Traurig Greenberg Traurig helped OTB Ventures launch a dedicated investment N/A Poland vehicle to support Europe’s space technologies – the OTB Space Program I – backed by the European Investment Fund and the European Commission through the InnovFin for Equity program. 1-Oct SMM Legal SMM Legal advised PKN Orlen S.A. on its tender offer to buy the remaining N/A Poland shares in Energa S.A. 2-Oct Dentons; GNZ Legal advised WPM Mosty on a successful financing and refinancing deal N/A Poland Gorzelnik Nentwig with mBank for the construction of a 10 megawatt portfolio of photovoltaic Ziebinski projects. Dentons advised mBank. 5-Oct Bird & Bird Bird & Bird helped Santander Bank Polska implement the Salesforce CRM N/A Poland cloud-based system in Poland. 5-Oct Ozog Tomczykowski; Soltysinski Kawecki & Szlezak advised Britain's Smart Pension Ltd on the N/A Poland Soltysinski Kawecki & takeover of an IT team from Smart Pension's contractor, Code & Pepper. The Szlezak Ozog Tomczykowski law firm advised Code & Pepper. 6-Oct Benvalor; Eversheds Sutherland advised Cogito Capital Partners on its EUR 3.7 million EUR 3.7 Poland Eversheds Sutherland; Series A investment in digital healthcare provider HomeDoctor. Malecki million Malecki Legal; Legal, Soltysinski Kawecki & Szlezak, and the Netherlands' Benvalor law firm Soltysinski Kawecki & advised HomeDoctor and its founders on the deal. Szlezak 6-Oct Grant Thornton; SPCG advised the Vafo Group on its acquisition of 100% of the shares in N/A Poland Studnicki, Pleszka, Carry Pet Food. Grant Thornton advised the seller on the deal. Cwiakalski, Gorski 7-Oct JDP JDP advised Free Now, the owner and operator of a ride sharing app, on N/A Poland compliance matters related to the new set of regulations in Poland applicable to the ride share market. 8-Oct JDP JDP advised Trei Real Estate GmbH on a EUR 51 million loan it received for its EUR 51 Poland Polish subsidiaries from pbb Deutsche Pfandbriefbank. million 9-Oct JDP JDP assisted the Greenpack Group with the establishment of a legal and tax N/A Poland presence in Poland. 9-Oct Gessel Gessel advised the founders of R2G Polska on the sale of a block of shares to N/A Poland a subsidiary of the Abris CEE Mid-Market III LP fund, managed by Abris Capital Partners Ltd. 9-Oct SMM Legal SMM Legal advised Miedzynarodowe Targi Poznanski on its sale of a 5.5 PLN 114.5 Poland hectare plot in the center of Poznan, Poland. million 12-Oct WKB Wiercinski Wiercinski, Kwiecinski, Baehr worked alongside lead counsel Osborne Clark in N/A Poland Kwiecinski Baehr advising Giant Ventures on the Polish aspects of an unspecified investment in Airly sp. z o.o. 12-Oct WKB Wiercinski Wiercinski, Kwiecinski, Baehr advised Baltic Green I sp. z o.o. on contractor N/A Poland Kwiecinski Baehr selection for the Katy Wind Farm project in Poland. 12-Oct Kochanski & Partners Kochanski & Partners is representing Polish tennis player Katarzyna Kawa N/A Poland pro bono in her dispute against the International Tennis Federation and the French Tennis Federation.

12 CEE LEGAL MATTERS DEALS AND CASES NOVEMBER 2020

Date Firms Involved Deal/Litigation Value Country covered 12-Oct Act BSWW Act BSWW advised Pracuj Ventures on the acquisition of a minority stake in N/A Poland Gamfi. 12-Oct Allen & Overy; Clifford Chance advised mBank on a PLN 150 million loan to Polenergia for the PLN 150 Poland Clifford Chance VAT and costs of construction of the Kostomloty wind farm in Poland. Allen & million Overy advised Polenergia on the deal. 13-Oct Allen & Overy; Greenberg Traurig and Allen & Overy advised the global coordinators, joint PLN 9.2 Poland Clifford Chance; bookrunners, and lead managers on Allegro.eu's IPO and the admission of billion Greenberg Traurig Allegro shares to listing on the Warsaw Stock Exchange. Clifford Chance advised Allegro on the IPO. 15-Oct Studnicki, Pleszka, SPCG represented a group of former shareholders of Merlin.pl S.A. in a N/A Poland Cwiakalski, Gorski dispute with Switalski & Synowie Sp. z o.o. 15-Oct DWF; DWF advised Enertrag on the sale of the Dargikowo and Karlino windparks N/A Poland Norton Rose Fulbright in Poland to Allianz Capital Partners. Norton Rose Fulbright advised Allianz Capital Partners on the deal. 12-Oct Kochanski & Partners; Kochanski & Partners and Squire Patton Boggs both claimed success EUR 170 Poland; Squire Patton Boggs in their representation of Poland's Muszynianka Spolka z Ograniczona million Slovakia Odpowiedzialnoscia and the Republic of Slovakia, respectively, in international arbitration initiated under the Agreement on the Protection and Promotion of Investments between the Slovak Republic and the Republic of Poland. 17-Sep Glodeanu & Glodeanu & Partners advised Blue Rock Investments on the acquisition of two N/A Romania Associates logistic centers in Bucharest from unspecified sellers. 22-Sep CEE Attorneys CEE Attorneys / Boanta, Gidei si Asociatii advised Romanian entrepreneur N/A Romania Andrei Cretu on the launch of the Pluria B2B platform. 22-Sep Popovici Nitu Stoica & PNSA advised Burda Group on the sale of its business in Romania to an N/A Romania Asociatii unspecified buyer. 24-Sep Bondoc Si Asociatii Bondoc & Asociatii advised Eviva Energy on the restructuring of an N/A Romania outstanding commercial debt owed to it by an unspecified renewable energy operator in Romania. 25-Sep Filip & Company Acting on behalf of Hidroelectrica, Filip & Co successfully persuaded the N/A Romania European Court of Justice to, in the firm's words, "confirm the free market status for all energy transactions by stating that imposing OPCOM as the sole transaction platform for producers is an unjustified restriction on the free movement of goods." 28-Sep Tuca Zbarcea & Tuca Zbarcea & Asociatii advised the Clever Business Transilvania media N/A Romania Asociatii group on its acquisition of Prima TV in Romania. 1-Oct Suciu Popa Suciu Popa successfully represented Grup Feroviar Roman in its request that N/A Romania a bankruptcy claim filed against its subsidiary Rovit SA be dismissed. 2-Oct MPR Partners | MPR Partners advised Interparking on its acquisition of the Bucur Obor N/A Romania Maravela, Popescu & Parking building in Bucharest from Parcaj Subteran Bucur Obor. Asociatii 5-Oct Noerr; Noerr advised Michael Jaffe, the insolvency administrator of Wirecard N/A Romania Stratulat Albulescu; Sales International Holding GmbH, on the sale of all shares of its subsidiary Taylor Wessing Wirecard Romania SA to SIBS. Stratulat Albulescu and Taylor Wessing advised SIBS on the deal. 6-Oct Popovici Nitu Stoica & PNSA advised Bico Industries and majority shareholder Mihai Birliba on the N/A Romania Asociatii acquisition of a 30% stake in Bico by Roca Investments. 6-Oct BPV Grigorescu BPV Grigorescu Stefanica advised the Hornbach Group on the development N/A Romania Stefanica of a DIY mega-store in Oradea, Romania.

CEE LEGAL MATTERS 13 NOVEMBER 2020 ACROSS THE WIRE

Date Firms Involved Deal/Litigation Value Country covered 6-Oct Filip & Company; Filip & Co advised BCR on its sale of equal 33.3% stakes in the CIT One N/A Romania Nestor Nestor armored car company to BRD Groupe Societe Generale and Raiffeisen Bank Diculescu Kingston Romania. PNSA advised BRD Groupe Societe Generale on the deal, while Petersen; NNDKP advised Raiffeisen Bank Romania. Popovici Nitu Stoica & Asociatii 7-Oct Stratulat Albulescu Stratulat Albulescu advised Bog’Art Residential on the acquisition of two land N/A Romania plots in Bucharest from OMV Petrom S.A. 9-Oct Digital 2 Law; Stratulat Albulescu advised GapMinder Venture Partners on an unspecified EUR 300,000 Romania Stratulat Albulescu investment in Cartloop, an eCommerce conversational marketing platform start-up. Digital 2 Law advised Cartloop. 15-Oct Tuca Zbarcea & Tuca Zbarcea & Asociatii helped founders Florin Maxim, Eugen Zbircea, N/A Romania Asociatii and Daniel Nanboe launch Comarket, a B2B marketplace for the Romanian hospitality industry. 18-Sep Hogan Lovells Hogan Lovells advised Netflix on its partnership with Russia's National Media N/A Russia Group. 18-Sep DLA Piper DLA Piper advised Sberbank Investments on a secured mezzanine loan N/A Russia to Russia’s Nizhny Novgorod Region and Prosveshcheniye Group for the construction of a training and educational center. 21-Sep Debevoise; Rybalkin, Gortsunyan & Partners, working with Debevoise & Plimpton and N/A Russia Rybalkin, Gortsunyan Henry King QC as part of PJSC Tatneft’s legal team, successfully defended & Partners the right of Russian lawyers to claim attorney-client privilege in English court proceedings. 22-Sep DLA Piper DLA Piper advised the ADG group on the acquisition of Russian cinema N/A Russia operator Modern. 28-Sep DLA Piper DLA Piper advised VNV Global on its approximately USD 2 million investment N/A Russia in NaPopravku. 30-Sep Egorov Puginsky Egorov, Puginsky, Afanasiev & Partners helped aluminum producer Rusal N/A Russia Afanasiev & Partners register as a new resident of the Special Administrative Region on Oktyabrsky Island in the Kaliningrad region of Russia. 30-Sep DLA Piper DLA Piper been appointed as a legal partner to provide pro bono legal N/A Russia assistance to the Russian Chapter: the Russian hub for the global platform on climate change that operates under the auspices of the World Economic Forum’s Climate Governance Initiative. 8-Oct Eversheds Sutherland; Eversheds Sutherland advised the Cherkizovo Group on its acquisition of N/A Russia Tomashevskaya & Compas Foods LLC, a chicken processing facility in the Tula region of Russia Partners that is a subsidiary of Cargill Inc. Tomashevskaya & Partners advised Cargill on the transaction. 15-Oct Kachkin & Partners Kachkin & Partners helped Russian general contractor STEP LLC reach a RUB 100 Russia settlement with Pharmasintez-Nord JSC in a dispute regarding payment for million work and related claims. 22-Sep Freshfields; Kinstellar advised E.ON on its acquisition of a 49% stake in electric utility N/A Slovakia Kinstellar Vychodoslovenska Energetika Holding from the German's RWE. Freshfields Bruckhaus Deringer advised the seller on the deal. 13-Oct Erdem & Erdem Erdem & Erdem advised the Sisecam Group on its acquisition of five Turkish N/A Turkey companies: Anadolu Cam, Denizli Cam, Pasabahce, Soda Sanayii, and Trakya Cam. 16-Sep Baker Mckenzie Baker McKenzie conducted legal due diligence for the State Property Fund UAH 1.111 Ukraine of Ukraine related to its privatization of the Dnipro Hotel, which was sold at billion auction with a winning bid of UAH 1.111 billion.

14 CEE LEGAL MATTERS DEALS AND CASES NOVEMBER 2020

Date Firms Involved Deal/Litigation Value Country covered 18-Sep Asters Asters reached a settlement following an anti-dumping investigation N/A Ukraine concerning imports into Ukraine of hot rolled seamless steel pipes originating from the People's Republic of China. 21-Sep Integrites Integrites successfully defended Orlen Lietuva in a dispute with the Zhytomyr UAH 1.5 Ukraine office of the State Fiscal Service of Ukraine. million 22-Sep Aequo; Aequo advised Novus Ukraine on the acquisition of the Billa supermarket N/A Ukraine Dentons chain in Ukraine from the REWE Group. Dentons advised the seller on the deal. 23-Sep Sayenko Kharenko Sayenko Kharenko analyzed data protection regimes in the UK, Germany, N/A Ukraine California, Israel, and Turkey as part of a technical assistance project supported by Ukraine's Ministry of Digital Transformation and the USAID Competitive Economy Program in Ukraine. 24-Sep Ilyashev & Partners Ilyashev & Partners is defending Ukrainian trade and economic interests in a N/A Ukraine dispute between Ukraine and the EU relating to a temporary export ban on unprocessed timber. 1-Oct Ilyashev & Partners lyashev & Partners successfully defended the interests of Municipal N/A Ukraine Enterprise International Airport Kyiv and Master-Avia LLC in a dispute involving allegations that they had acted together to improperly restrict competition in the Kyiv airport's ground handling market. 6-Oct Esquires Ukraine's Esquires law firm helped Skytrans LLC enforce a goods USD 85,000 Ukraine transportation agreement it had with an unidentified customer. 8-Oct Kinstellar Kinstellar helped the Turkey Wealth Fund obtain merger control approval from N/A Ukraine the Antimonopoly Committee of Ukraine for the acquisition of a controlling interest in Turkcell Iletisim Hizmetleri A.S. 8-Oct Arzinger Arzinger assisted with Water Empire Ukraine's successful appeal of a decision UAH 2.7 Ukraine of the Antimonopoly Committee of Ukraine involving the company’s alleged million market violations. 8-Oct Arzinger Arzinger advised the IFC on a loan to OTP Leasing in Ukraine. USD 50 Ukraine million 9-Oct Sayenko Kharenko Sayenko Kharenko advised the Power Construction Corporation of China, N/A Ukraine Ltd. on matters related to the construction of the 245.7 MW Syvash Wind Farm in Ukraine. 12-Oct Redcliffe Partners Redcliffe Partners advised Ukrainian HR tech product manufacturer Hurma N/A Ukraine System on seed financing from European venture capital firm Pragmatech Ventures. 13-Oct Vasil Kisil & Partners Vasil Kisil & Partners successfully represented the interests of the Rele N/A Ukraine construction company in a dispute with the Kyiv City Council over its failure to recognize Rele's transfer of the right to use land. 13-Oct DLA Piper; Sayenko Kharenko advised Myrwayton Holding Limited on its sale of an N/A Ukraine Sayenko Kharenko unspecified railway operator to Renaisco, a subsidiary of Glencore Agriculture. DLA Piper advised the buyer on the deal.

The Ticker: Did We Miss Something? EE Full information available at: We’re not perfect; we admit it. If something slipped past us, www.ceelegalmatters.com and if your firm has a deal, hire, promotion, or other piece of Period Covered: news you think we should cover, let us know. LegalSeptember 16, 2020 -Matters October 15, 2020 Write to us at: [email protected]

CEE LEGAL MATTERS 15 NOVEMBER 2020 ACROSS THE WIRE

ON THE MOVE: NEW HOMES AND FRIENDS

Serbia: JPM Establishes best practice within Criminal Law and firm, joined Peterka & Partners in 2017. Criminal Law and Criminal Criminal Compliance includes: (i) Risk Before that, he spent two years with Compliance Team assessment; (ii) Internal controls; (iii) Wolf Theiss. Reporting of suspicions (iv) Defense By David Stuckey in law enforcement bodies; and (v) De- Peterka & Partners reports that the desk fense in criminal proceedings.” already caters to several clients, includ- JPM has established a Criminal Law and ing the Sarten Group, Turkish Airlines, Criminal Compliance team. Finally, the firm reports, “the Criminal the Yasar Group, and Zorlu Holding. Law and Criminal Compliance team also According to JPM, “scrutiny of state au- performs internal investigations where Ondrej Peterka, Founder and Managing thorities of the business sector practices our experts conduct corporate internal Partner of Peterka & Partners, declared is resulting in the increased number of investigations into the full scope of that “the creation of the Turkish Desk criminal investigations and prosecutions, potential liability for clients who have is the right response to the increasing launched in respect of both infractions reason to believe some wrongdoing may importance of the Turkish economy and corporate offenses, that need to be have taken place.” and the natural interest of Turkish play- addressed with proper legal counseling ers in the CEE region to whom – as one to avoid or minimize serious negative firm – we provide integrated regional consequences. In anticipation of an support.” increase of inquiries in the second half of 2020 in this area, JPM has established Kanev added: “I’m confident in the Bulgaria, Turkey: Peterka & a three partner-strong Criminal Law and meaningful benefits for our clients and Criminal Compliance team.” Partners Launches Turkish Desk partners arising from this project. We are focused both on Turkish businesses According to the firm, its Criminal Law By Radu Cotarcea currently operating in the CEE region and Criminal Compliance team’s special- Sofia-based or new market entrants, as well as on ization includes: (i) White Collar Crimes, Georgi CEE companies expanding to Turkey. including Anti-Money Laundering; (ii) Kanev has I’m convinced that, inter alia, our expe- Corporate and Competition Crimes; been ap- rience of working with Turkish clients (iii) Tax Fraud; (iv) Custom Crime; (v) pointed to and our well-established contacts with Corruption in Public Sector; (vi) Crimes lead Peterka top tier Turkish law firms will allow us committed by Public Officials; (vii) & Partners’ to develop strong and trustful relations other Economic Crimes; (viii) Environ- with clients and partners interested in Georgi Kanev newly-es- mental Protection; (ix) Real Estate and tablished the services provided by our Turkish Construction Crimes; and (x) Intellectu- Turkish desk. Desk.” al Property Crimes. Kanev, a Senior Associate who serves as In addition, the firm reports, “our the Deputy Director for Bulgaria at the

16 CEE LEGAL MATTERS ON THE MOVE NOVEMBER 2020

Lithuania: SPC Legal Takes diverse experiences will allow SPC to the conclusion of a marriage contract or Team from ZRG in Vilnius offer its clients an even larger package an agreement on the division of jointly of services, while also providing us with acquired property, including common By David Stuckey exciting new challenges.” business.”

Former The practice will be led by Attorney ZRG Law Julia Yanygina, who, KIAP reports, has Firm Part- “over 20 years of practical experience ner Marius in the field of litigation, including more Russia: KIAP Starts Family and Rindinas than ten years in resolving family and has brought Inheritance Law Practice inheritance disputes in court and at the a four-per- By David Stuckey pre-trial stage.” According to the firm, Marius Rindinas son team to “in Julia’s practice, there are a number SPC Legal Russia’s of high-profile cases related to the divi- in Vilnius. KIAP sion of the spouses’ common property Attorneys and the procedure for communicating Rindinas joins SPC Legal as Associate at Law has with children. In addition, Julia specializ- Partner, and, the firm reports, he and announced es in pre-trial negotiations of the parties, former ZRG Associates Laurynas Purlys the launch mediation and marriage contracts.” and Simona Sidaraviciene and Junior of a Family Associate Iveta Katiliute will “contrib- and Inher- Yanygina graduated from the Finance ute extensive experience in issues of Julia Yanygina itance Law faculty of Fadeev Yakutsk Financial anti-money laundering, data protection, Practice. College in 1995 and obtained her law migration, betting and gambling, and degree in 2001 from Moscow State others.” According to KIAP, “the opening Open University. of a new direction is due to a signifi- “In our five years as a firm, we have cant increase of profile requests from “I am happy to lead the new practice been growing very rapidly and kept ex- current and new clients ... as well as the and hope that my experience will be a panding our team of legal professionals, strengthening of expertise as a result good foundation for the development while constantly seeking and delivering of the successful implementation of a of a new direction,” Yanygina said. new solutions that bring added value to number of projects in this field.” “Twenty years of experience has shown our clients,” said Giedrius Murauskas, me that a well-structured negotiation Managing Partner at SPC Legal. “This “As part of the Family Law area,” KIAP process can help to resolve most issues is especially true this autumn. We have reports, “KIAP lawyers will provide without a trial. It is great that we have a just launched our new public procure- clients with full support at the pre-trial common vision in this and other impor- ment management solution, and we’re stage of the process, negotiate and help tant issues, which means we are seeing now happy to announce the joining of to protect family assets, and, if neces- eye to eye with KIAP, and so we have Marius Rindinas and his team, which sary, represent their interests in courts many important tasks and interesting expands our firm’s expertise and con- of general jurisdiction in all types of projects ahead.” tributes services we were not able to disputes, including disputes over the di- provide before.” vision of jointly acquired property, and “The necessity to set apart the practice on the payment of alimony, determina- of Family and Inheritance Law into an ‘My colleagues and I are happy to join tion of the place of residence for chil- independent direction is due to a large such a bold and up-and-coming team dren and the communication procedure number of ongoing requests from our here at SPC Legal,” commented Rindi- with them by one of the spouses, as well clients with complex but very sensitive nas, who spend the last four and a half as on the establishment of paternity and issues related to family, children, com- year at ZRG. “Our expertise in areas divorce in court. Besides, KIAP lawyers mon property, and business,” comment- of migration, anti-money laundering, will represent the clients’ interests in ed KIAP Managing Partner Andrey and gambling as well as the synergy of inheritance disputes, as well as advise on Korelskiy. “In such matters, mediation

CEE LEGAL MATTERS 17 NOVEMBER 2020 ACROSS THE WIRE

and the ability to build the negotiation Regional: SEE Legal Group ployment and immigration related legal process so as not to bring the case to Establishes Employment and matters. As a part of the strong SEE court are always extremely important, Immigration and Intellectual Legal team, I look forward to continuing and if the trial is inevitable, to provide Property Practice Groups to create value for the group’s clients.” qualified assistance, taking into account Regarding the Intellectual Property the interests of all parties as much as By David Stuckey group, SEE Legal reports that “based possible. We have all necessary capabili- on the 53 IP lawyers spread over the ties for this – and now, when Julia joined The SEE 17 offices of the Group, and working us, it’s time to set them into motion.” Legal law firm together for over 17 years, SEE Legal alliance has offers an integrated IP-related service.” launched According to the alliance, “since 2015, two new the SEE Legal IP Practice Group mem- bers [have as a group jointly attended] Estonia, Latvia, Lithuania: practice groups, one the Annual Meeting of the International Lithuania’s Walless Merges with Natasa Pipan Nahtigal dedicated to Trademark Association. As part of its Derling Primus and Primus Employment and Immigration (headed attendance, the IP Practice Group has Derling in Latvia and Estonia by Kolcuoglu Demirkan Kocakli Coun- organized various activities, including sel Maral Minasyan), and one dedicated hosting meetings with representatives of By David Stuckey to Intellectual Property (headed by national and international law firms that carry substantial weight in the IP world, Walless of Lithuania, Derling Primus of Selih & Partnerji Partner Natasa Pipan meeting current and prospective inter- Estonia, and Primus Derling of Latvia Nahtigal). national clients and providing them with have agreed to form a pan-Baltic firm Regarding the Employment and Im- SEE Legal value-added materials.” operating under the Walless brand. migration practice group, SEE Legal “I am honored to have been offered the According to a Walless press release, “a reports that its member firms “have a position of Head of the SEE Legal IP united Walless Baltic law firm will con- proven ability to handle high-profile cas- Practice Group,” commented Natasa tinue to provide top level legal service es on a national and international level, Pipan Nahtigal. “I will be happy to co- and seek to become the first choice for providing legal assistance in relation to ordinate our group of very established regional and international clients work- individual and collective labor con- IP practitioners at a time when some of ing in the Baltic states.” tracts, internal regulations and policies, confidentiality, restrictive covenants and the fundamental IP principles are be- The new Walless will consist, the firm non-compete agreements, management coming so controversial and at the same reports, “of 100 lawyers in Vilnius, Riga, contracts, stock option plans, H&S time crucially important.” In certain Tallinn, and Tartu.” rules and regulations, and DP issues of our countries, compulsory licensing that arise in an employment context.” is being explored as a tool for com- Walless was established by a group of According to SEE Legal, the alliances batting the current pandemic, and in partners who, in at the end of 2018, clients “rely on its lawyers to help them others, we are following developments separated from Ellex Valiunas in attract and retain top local and interna- concerning the Unified Patent Court. Lithuania. The former Primus Derling tional personnel through employment We are investigating the patentability (and now Walless Latvia) was launched arrangements that comply with regional of computer-implemented solutions, in 2009, after a split of the then-largest requirements.” questioning ourselves about the correct Latvian law firm Loze, Grunte & Cers. scope of trademark specifications and First operating as Primus, since 2018 According to new practice head Maral debating the EUIPO ruling against the firm has partnered with Estonia’s Minasyan, “I am proud to be chosen as Banksy. These are just some of the very Derling. Walless Estonia was founded as coordinator of the SEE Legal’s Em- intriguing issues that I look forward to Derling in 2016, after separating from ployment and Immigration practice area. exploring with my SEE Legal colleagues TGS Baltic. I will be the main regional contact for to the benefit of our existing and new all aspects of the SEE Legal clients’ em- clients.”

18 CEE LEGAL MATTERS ON THE MOVE NOVEMBER 2020

Poland: Baker McKenzie the Polish market including Banking & markets and new areas of law, many of Launches Restructuring & Finance, Corporate, Mergers & Acquisi- her clients are in the legal sector where Insolvency Practice in Warsaw tions, Dispute Resolution & Arbitration, she advises on law firm management Employment, Competition, Tax, and and a particular focus on women in law By Andrija Djonovic State Aid.” According to the firm, “the leadership skills.” In addition, according local team will also benefit from the to the press release, “having worked at Baker McKenzie’s Warsaw office has extensive experience of Baker McKen- the European Commission in Brussels, a launched a Restructuring & Insolven- zie’s Global Restructuring & Insolvency German law firm in Munich and at a top cy Practice, co-led by Counsels Karol Practice, combining it with in-depth law firm in Dublin, she brings a level of Czepukojc and Pawel Dlugoborski. knowledge of the Polish market.” internationalism and professionalism to According to Baker McKenzie, “the this practice.” new practice provides comprehensive Gannon is a founding member of the legal advice to a wide range of players Serbian Private Equity Association and and stakeholders in restructuring and served as Chair of the European Forum Serbia: Patricia Gannon insolvency processes, in particular, of the International Bar Association, companies, their directors and owners, Launches Gannon Advisory where she is now a member of the creditors (financial and non-financial), By David Stuckey Advisory Board. She is also founder of investors in distressed assets, entities the WE Angels network of women en- whose counter-parties are at risk of in- Former trepreneurs supporting women-led busi- solvency or have become insolvent, and Karanovic nesses in the Balkans and the initiator all those who are considering available & Partners of Here 4 Her, a movement designed to strategic options for such occurrences, Partner empower women through development including existing and new financings.” Patricia of skills and networks. “The emergence of this new practice Gannon has announced According to the Gannon Advisory fits perfectly with Baker McKenzie’s press release, “this new move will focus strategy to offer our clients compre- Patricia Gannon the estab- lishment of on broader advisory work in addition to hensive assistance in finding the right legal advisory.” answer to the challenges of the global Gannon Advisory, which she describes economy,” commented Baker McKenzie as “a holistic strategic advisory busi- Warsaw Managing Partner Piotr Rawski. ness.” “In these times, characterized not only Gannon was one of the Founding by the COVID-19 pandemic but also by Partners of Karanovic Nikolic, now Greece: KG Law Enters into numerous international trade conflicts, Karanovic & Partners, which, in the it is essential that our clients can get Collaboration Agreement 25 years of its existence – and now with ArtSecure through the crisis as smoothly as possi- with over 200 people – has become ble. Baker McKenzie, by developing its the largest regional firm in the former By Andrija Djonovic expertise in legal advice on restructuring Yugoslavia. and insolvency matters, is ready to help Greece’s KG Law Firm has entered into them to do so in Poland.” In September, Karanovic & Partners an- what it calls “a new, pioneering collab- nounced that she and fellow Founding oration” with the ArtSecure boutique, According to Baker McKenzie, co- Partner Dejan Nikolic had left the firm. which specializes in advising on art, in- heads Czepukojc and Dlugoborski will tellectual property, and cultural property be supported by “a team of more than According to a Gannon Advisory press matters. 20 lawyers with unique expertise and release, “leveraging off her 20-year plus experience in various aspects of re- experience in leadership, management, According to KG Law, “ArtSecure’s structuring and insolvency, derived from business development, strategy, and practice encompasses a wide range of Baker McKenzie’s leading practices on the expansion of the practice in new commercial, regulatory and contentious

CEE LEGAL MATTERS 19 NOVEMBER 2020 ACROSS THE WIRE

issues dedicated to art law, cultural Mares, Founding Partner of Mares & “We are property and the art market in general. Mares. “Moreover, we have the resourc- delighted to KG Law, [which covers] a broad range es and capabilities to adapt to any re- announce of fields related to art law, e.g., private quest, so that anyone, whether they are this strate- wealth law, tax law, commercial law, and local entrepreneurs, multinational com- gic integra- dispute resolution, can provide added panies, or individuals, can benefit from tion and to value to the complex legal issues arising the most appropriate defense strategies welcome from art transactions and management.” and a fair balance between two essential Borys and Borys Danevych According to the firm, “both firms have elements: cost and added value.” his team long appreciated the multi-disciplinary to the firm,” commented CMS Kyiv character and rapidly evolving trends in Sorin Dolea, Founding Partner of Dolea Managing Partner Graham Conlon. this particular area of law. Our com- & Co, agreed. “Considering Mihai’s “With Life Sciences increasingly attract- bined expert knowledge from all related involvement in some of the most ing the global spotlight, this important to art legal fields allows us to offer our sophisticated local and cross-border expansion of the team demonstrates clients a unique blend of expertise and cases and our experience in arbitra- our on-going commitment to delivering market knowledge, providing a 360-de- tion,” he said, “including with a Magic advice to our clients. The breadth and gree service.” Circle firm, this collaboration offers us depth of Borys’s experience, along with considerable strengths: international the expert support of his committed The combined Art Law practice is led exposure, integrated teams, qualitatively team, will strengthen and expand our by KG Law’s Partner Theodore Rak- and functionally specialized exclusively life sciences offering.” intzis and ArtSecure’s Founder Phoebe in white-collar crime, litigation, and Kouvelas. arbitration, access to best practices and Before establishing his own firm in cooperation with some of the best and 2012, Danevych spent ten years at the most respected global alliances in the Paritet law firm. He received his Mas- field.” ter’s degree from the University of Kyiv Mohyla Academy in 2006. According to Moldova, Romania: Mares & CMS, “Borys brings more than 15 years Mares Forms Alliance with of experience working with interna- Moldova’s Dolea & Co tional pharmaceutical, biotech, research Ukraine: Danevych.Law and development, and medical devices By Andrija Djonovic Integrates into CMS companies, as well as healthcare services and health technology organizations.” Romania’s Mares & Mares law firm and By Djordje Vesic Moldova’s Dolea & Co have entered “CMS has a very impressive global Life into a strategic alliance aimed at, ac- CMS Cameron McKenna Nabarro Sciences group and I see many oppor- cording to Mares & Mares, “providing Olswang has announced its merger tunities to further develop our capabil- integrated legal services in Romania and with Ukraine’s Danevych.Law, with ities for clients in areas such as biotech, the Republic of Moldova in the field of Danevych.Law’s Founding Partner brand protection, and health tech,” said white-collar crime, investigations, inter- Borys Danevych becoming Partner and Borys Danevych. “I also see significant national disputes, as well as commercial Head of Life Sciences at CMS. additional value in terms of being able and investment arbitration.” to offer strong transactional, IP, Dispute The merger will become effective on Resolution, TMT, and Tax capability to “In these areas, clients need assistance November 1, 2020, and Danevych.Law’s our clients going forward. I am excited on the legal systems in two or more legal and administrative team, including to join the firm – as are my colleagues jurisdictions and our partnership distin- Senior Associate Anastasiya Filipiuk, As- from my previous firm. We look for- guishes on the market through swifter sociates Artem Grudinin and Anastasiya ward to working with the team both in and more flexible solutions, at the same Maistruk, and Administrative Executive Ukraine and across Europe.” quality standard on both Romanian and Iryna Tvardovska, will also be joining Moldavian legal matters,” said Mihai CMS.

20 CEE LEGAL MATTERS ON THE MOVE NOVEMBER 2020

PARTNER MOVES

Date Name Practice(s) Moving From Moving To Country Covered 22-Sep Walter Poschl Labor Wolf Theiss Taylor Wessing Austria 6-Oct Michael Mayr Competition Cleary Gottlieb Cerha Hempel Austria 2-Oct Stepan Klecek Corporate/M&A Klecek Associates BDO Legal Czech Republic 21-Sep Zygimantas Litigation/Disputes Sorainen Cobalt Lithuania Pacevicius 24-Sep Marius Rindinas White Collar Crime ZRG SPC Legal Lithuania 15-Oct Cristian Vlaicu Banking/Finance DLA Piper Stratulat Albulescu Romania 22-Sep Sona Hankova Real Estate EY Law CMS Slovakia 18-Sep Ahmet Bagci Litigation/Disputes Dirican | Gozutok | Bagci GKC Partners Turkey 15-Oct Borys Danevych Life Sciences Danevych.Law CMS Ukraine

PARTNER APPOINTMENTS

Date Name Practice(s) Firm Country Covered 22-Sep Indir Osmic Energy/Natural Resurces; Tax CMS Bosnia & Herzegovina 7-Oct Nikolay Kolev Corporate/M&A Boyanov & Co. Bulgaria 2-Oct Valentas Mitrauskas Litigation/Disputes Motieka & Audzevicius Lithuania 13-Oct Marcin Sledzikowski Corporate/M&A SDZLegal Schindhelm Poland 14-Oct Rafal Kaminski Capital Markets White & Case Poland 14-Oct Maciej Zalewski Corporate/M&A White & Case Poland 2-Oct Raluca Rusu Ta x Popovici Nitu Stoica & Asociatii Romania 22-Sep Oliver Werner Corporate/M&A CMS Slovakia IN-HOUSE MOVES AND APPOINTMENTS

Date Name Moving From Company/Firm Country Covered 7-Oct Pavel Kovarik ING Bank Credendo Czech Republic 23-Sep Emese Szitasi DLA Piper MVM Hungary 7-Oct Jaroslaw Grzywinski Warsaw Stock Exchange Kochanski & Partners Poland 13-Oct Aleksy Miarkowski Polish Ministry of Finance SSW Pragmatic Solutions Poland 25-Sep Olga Gulyaeva Bridgestone Legrand Russia 25-Sep Fatma Ozen Karaca Unlu & Co. Master Destek Turkey 5-Oct Gamze Bedirkurum KocSistem Ericsson Turkey 30-Sep Oleg Samus Graterra LLC Sayenko Kharenko Ukraine

CEE LEGAL MATTERS 21 NOVEMBER 2020 LEGAL MATTERS

THE BUZZ

In “The Buzz” we check in on experts on the legal industry across the 24 jurisdictions of Central and Eastern Europe for updates about professional, political, and legislative developments of significance. Because the interviews are carried out and published on the CEE Legal Matters website on a rolling basis, we’ve marked the dates on which the interviews were originally published.

Ukraine ko. Since there is no explicit provision in the Tax Code of Ukraine. In the future, our constitution granting the president every Ukrainian individual or legal Interview with Serhiy Piontkovsky such a prerogative, the court concluded entity which owns a Controlled Foreign of Baker McKenzie that the president had acted without Company will be required to declare its authority in this matter.” According to income. Should the annual turnover of The ongoing Piontkovsky, “this decision represents said company exceed EUR 2 million, the conflict in the a huge blow to the anti-corruption owner in Ukraine will have to pay 18% east of Ukraine authorities in Ukraine.” Personal Income Tax and 1.5% military that began in tax, even when no dividends were paid 2014 is not the The instability of the Anti-Corruption out.” According to him, “in order to only thing plagu- Bureau has also been noticed by the facilitate this process, Ukraine has com- ing the country, International Monetary Fund, Piontk- mitted to join the Common Reporting according to ovsky says. “One of the major elements Standard for Automatic Exchange of Serhiy Piontk- of Ukraine’s agreement with the fund Information by the end of the year.” Serhiy Piontkovsky ovsky, Partner at is the reform of our anti-corruption Baker McKenzie sector.” As a result, he says, “because of “Another new part of our tax system in Kyiv, and Ukraine is continuing to the Constitutional Court’s decision, the under development is the Tax Amnesty struggle with corruption as well. whole arrangement with the IMF is at Law, which is still in a draft version,” Pi- stake. It is unclear at this moment if the ontkovsky says. “If the law gets passed, After the fall of the pro-Russian regime fund will continue to provide financing individuals doing business in the grey in the wake of the Euromaidan revolu- for our country.” economy would be pardoned for tax tion, the independent National An- offenses and would henceforth have to ti-Corruption Bureau of Ukraine was In other areas, Ukraine’s political system pay between 2.5-10% Personal Income established to tackle the issue of corrup- seems to be functioning well, though, Tax.” He’s aware this may not succeed, tion in the country. Nonetheless, Piont- and Piontkovsky says, “in a month or of course. “Historically speaking,” he kovsky reports, “there was recently a big so, we will have municipal elections says, “out of all countries which passed setback in our fight against corruption.” throughout Ukraine.” Unsurprisingly, tax amnesty laws, only a few have been According to him, “about a month ago he says, “the political campaign is well successful. There was some debate over the Constitutional Court of Ukraine underway.” the prudence of implementing such a decided that the appointment of the law in our country, but people mostly Chairman of the National Anti-Corrup- In terms of legislation, Piontkovsky perceive it as a positive thing.” tion Bureau was unconstitutional. The says that “there are several important chairman was appointed by decree of updates worth mentioning. First of all, “Second, important changes were made the previous president, Petro Poroshen- anti-BEPS measures will be added to concerning the regulation of farmland

22 CEE LEGAL MATTERS LEGAL MATTERS NOVEMBER 2020

ownership,” he continues. “The parlia- bringing money into and keeping more invest in the sector.” ment recently lifted the ban on sale of in Ukraine, and Piontkovsky points, as agricultural land after more than twenty an interesting example, to the new Law Despite the COVID-19 crisis, there are years. From July 2021, companies and on Gambling Business. “Back in 2009,” still some major deals in the pipeline. individuals from Ukraine will be able he says, “the Ukrainian government “The main two types of deals right now to start acquiring land, but only up to banned all gambling in Ukraine, which are concessions and privatizations,” 10,000 hectares.” He counts himself simply went underground. The new law Piontkovsky says. “The most important among the supporters of the new rule. is designed to legalize and strictly reg- concession deals pertain to two port ter- “I believe this is a very good thing, since ulate the industry.” As a result, he says, minals – one in Mykolaiv and the other it will help develop agriculture business “casinos will only be allowed in 5-star on the Black Sea. In addition, the state and attract domestic investments in hotels, and gambling licenses – which is in the process of privatizing several the sector.” Even under this new rule, will cost USD 10 million for a 5-year state-owned hotels and chemical and he says, “foreigners will still be banned period – will be quite expensive.” None- mining companies, as well as distiller- from buying land in Ukraine.” theless, he says, “despite the restrictions, ies.” a number of foreign companies, includ- By Djordje Vesic (October 2, 2020) Recent legislative changes are aimed at ing the Shangri-La Group, are eager to

Hungary than during the state of danger. “There and his Anti- are border restrictions in place and the trust and Com- Interview with Marton Horanyi of Government can restrict the opening petition team at Baker McKenzie of businesses, regulate how institutions Baker McKen- open, and what goes on in schools,” he zie, “work has Despite some political and legal debates says. continued as between Hungary and the European normal – we are Union, Baker McKenzie Partner Marton Horanyi says that “the Government is kept very busy.” Horanyi, who also co-heads the firm’s pouring money onto the market right He describes Antitrust and Competition practice now in an effort to not just help busi- the new Pres- group in Hungary, says, “not much out nesses survive, but also to incentivize in- Marton Horanyi ident of Hunga- of the ordinary” is going on, politically. vestments in order to push the economy ry’s Competition Office, Csaba Rigo, “In fact, investors in Hungary appreciate forward.” He notes that “it will be only who took over in the spring, as “very that things have been rather stable now in hindsight that we will be able to see committed to further enhancing the for the past few years.” the results of these measures.” Still, he effectiveness of the office.” According says, barring severe consequences and to him, “this is already visible and there Horanyi says that COVID-19 is still the unforeseeable complications, current is a lot of activity in terms of combating word of the day. “In the spring, Hunga- indications “strongly support a bounce- anticompetitive practices – cleaning the ry implemented severe measures to curb back, despite the growth of our national market of unfair behavior, false adver- the effects of the virus,” he says. This debt.” He adds that his optimism stems tisements, and the like.” According to resulted in a special legal order, a so from the fact that “in key industries Horanyi, Rigo’s experience as the for- called “state of danger,” which was in- there have been no massive layoffs, and mer President of the Hungarian Public troduced in the spring, giving additional although businesses are careful, many Procurement Authority is reflected in power to the Government. “The state players are also looking for opportu- his “vigor to step up against public pro- of danger was lifted in June – without a nities to grow.” At the time of writing, curement cartels as well,” and he says hint that it would be reintroduced – and Hungary has over 30,000 active cases that this can “help a lot in cleaning up we are now in a state of ‘public health of the new coronavirus, with nearly 900 public tendering procedures.” emergency,’” Horanyi reports. This state deaths. still allows the Government access to By Andrija Djonovic (October 8, 2020) certain additional powers, albeit fewer Finally, Horanyi reports that, for him

CEE LEGAL MATTERS 23 NOVEMBER 2020 LEGAL MATTERS

Slovenia why.” Kirm notes that the technology previous measures “saved the year and enabling legislation has existed to for these businesses” and he reports Interview with Andrej Kirm of conduct hearings by video for many that the government “is planning on Kirm Perpar years now, and some matters with extending those measures, and possibly foreign clients were conducted remotely creating new ones.” The 5th Legislative According to over a decade ago – so it’s not clear why Package is expected to be available soon, Andrej Kirm, the courts remain, generally, reluctant to he says. Managing Partner employ those tools now, during a crisis. of Ljubljana’s In general, he commends the govern- Kirm Perpar Instead, the courts have preferred to ment’s response to the pandemic, noting law firm, things adapt to the demands of the pandemic that “previous measures have been are going pretty primarily by limiting the number of peo- successful in keeping unemployment well in Slovenia. ple actively present at hearings as much rates at quite a low rate.” According to “It’s pretty much as possible, and scheduling the hearings him, “we fully approve of this, and the business as usual, Andrej Kirm in the largest courtrooms available, “so government measures are going in the apart from the there is as much distance between peo- right direction.” COVID-19 crisis,” he says. Indeed, he ple as possible.” Still, he says, “with the says, while most larger transactions situation now – with COVID-19 cases were put on hold from March to June, In addition, Kirm points to eagerly increasing throughout Europe – I think “now a lot of things are progressing, awaited Corporate Law amendments the courts should accept videoconfer- and we hope this will continue through (which he says should appear by the end encing as standard practice, as they have the end of the year.” According to him, of the year) designed to allow virtual in Austria and several other EU coun- “we are quite optimistic, and business is shareholder meetings to take place when tries. The Slovenian Bar Association is surviving better than we expected back insufficient shareholders are able to also supportive of this approach.” in March. appear in person. In the meantime, Slovenia’s Parliament As a result, the legal market is staying Kirm describes this as a necessary is staying busy, “and there are a lot of busy as well, he says, describing the last improvement, which will “keep some legislative changes being prepared,” few months as “an atypically good sum- projects happening” that otherwise Kirm says, “particularly involving the mer.” So good, he says, that “there was would fall through the cracks as a result epidemic.” He draws special attention less vacation than usual.” The market of difficulties in gathering sufficient to the greatly-anticipated 5th Legisla- has stayed busy into the fall as well, he shareholders together to approve them. tive Package of measures designed to says, “so it’s looking quite good.” Still, address the fallout of the pandemic, he warns that this could change if more Overall, he says, the political situation is and “especially those elements related stringent measures are necessary to stable, with the next elections not sched- to waiting for work – special measures tackle the epidemic. uled for another year and a half, and for those employers who cannot provide there are “no signs that the government work to employees (such as those in Slovenian courts are operating more or will change before then,” as the business the hotels and tourism industry, pas- community is quite strong in supporting less as normal, Kirm reports, though senger transport, and restaurants), and he expresses some mild confusion at the economic measures it has taken so guaranteeing monthly basic income for far. that very normality. “The courts are not entrepreneurs and micro businesses who using video-hearings as much as they have suffered most due to the imple- By David Stuckey (October 15, 2020) could,” he says, “and we’re not sure mented measures.” According to Kirm,

24 CEE LEGAL MATTERS LEGAL MATTERS NOVEMBER 2020

North Macedonia of investments, from different regions – “this trend including China and Asia.” According to has not been Interview with Marija Filipovska her, “it will be most interesting to see if very strong, of CMS the government continues to pursue this but it has been angle in the future, as such markets ap- remarkably Like many countries in the region, 2020 pear to be strong and have the tendency consistent, even was an election year in North Mace- to grow.” with (or helped donia, and the recent formation of the by) the pan- country’s new government, according Filipovska reports that there has been demic.” This is to CMS Partner Marija Filipovska, little new legislation recently beyond that good news, she Marija Filipovska “hopefully heralds a bit more stable of a related to the COVID-19 crisis. “We believed. “We at period to come.” have had an update to our Data Pro- CMS are very excited about this trend, tection Act,” she says, “in an effort to as we have regionally developing teams, According to her, “the newly elected emulate the GDPR, as well as some fur- policies, and software for full support of government is strongly pro-EU and ther fine-tuning to the renewable energy IT companies and startups.” is also very vocal in favoring Western framework – but most of the changes investment” which she believes could and updates have either stopped or have In addition, she says, there has been an “create a stable environment in which severely slowed down due to the crisis.” increased interest in investing in and de- FDI can flow stronger if (the govern- veloping solar and wind energy. “North ment) is doing their job.” Still, she says, a new Labor Law is in the Macedonia is one of the countries in pipeline, although it has “dragged on in Europe that has the most sunshine Filipovska says that the predictions for certain legislative procedures far more hours per year and is also positioned negative growth in the country made than needed – likely due to the corona- geographically in such a way that it by the World Bank, commonly put at virus as well.” could use wind-power to a far greater around 4.1%, may be “a bit too optimis- extent than it does,” she notes. “I’m tic,” as the North Macedonian govern- Filipovska says that the past few years very pleased to see that more interest ment has projected “a 4.4% drop.” She have seen more of “traditional invest- has been expressed by foreign investors says, “I’m afraid we will have to wait ments and transactions.” According to in this regard.” until 2021 to see what will happen – her, “we are closely following the bank- By Andrija Djonovic (October 16, 2020) most predictions could be subject to ing system, as the EBRD has expressed rapid change depending on the course the need for the consolidation of the of the pandemic.” banking market in their Transaction Report for 2018/2019.” She adds that, although North Macedo- nia is not highly dependent on specific Finally, Filipovska says that the North markets (as Greece or Croatia are Macedonian market as a whole has dependent on tourism, for example), the “changed a little bit, in terms of trends economic impact of the pandemic is ob- over the last year,” and she notes that vious. She also reports that in an effort “several large, global IT companies to “hedge its bets” the new government are expressing their interest in local has recently started “sending out mes- software/IT companies and exploring sages of being open to different kinds the local IT market.” According to her,

CEE LEGAL MATTERS 25 NOVEMBER 2020 LEGAL MATTERS

Lithuania discourse.” As far as the results of this According to Ciocys, “Lithuania has year’s elections are concerned, Ciocys been trying to position itself as a key Interview with Robertas Ciocys of says, “it seems we will have a change in regional partner to big companies for Ellex Valiunas our government and the center-right outsourcing accounting and IT work. coalition will probably take over. That Danske Bank is one of the examples. The situation change seems to be welcomed by both The current view is that, in comparison in Lithuania is the business sector and a large portion to the volume of work, there is a lack of quite dynamic of our population.” IT specialists on the market. That could at the moment, be changed with the influx of Belaru- says Robertas Despite the potential change in govern- sian companies.” Ciocys, Partner ment, Ciocys does not expect Lithuania at Ellex Valiunas, to depart from its strategy of attracting Apart from the booming IT sector, pointing both Belarusian IT companies to its mar- Ciocys says, most industries in Lithuania to the ongoing ket. Many Belarusian companies were are experiencing the same problems they Robertas Ciocys parliamentary prompted by the political unrest in are elsewhere in Europe. But not all. elections and the their country to move their business- “Some sectors have slowed down, but overspill of Belarusian IT companies es to the Baltics or Ukraine, he says. the pharmaceutical industry is very busy. into the country. “We are closer to them, geographically Also, there is a view that, as a conse- speaking,” he says, so “a number of quence of the COVID-19 crisis, a lot of “Our elections consist of two rounds,” companies are expected to relocate here, the manufacturing will shift from China Ciocys explains. “In the first round, and our government is in the process to Europe.” According to him, “states where we elect one half of the parlia- of facilitating their move. Since they are and companies do not want China as ment, we vote for political parties, and coming from a non-EU country, we are their sole supplier. As a result, they in the second round we vote for individ- trying to adapt our legislation in order to have begun approaching some of our ual politicians.” According to him, “the speed up the immigration process and manufacturers across different sectors, most important trait of our system is facilitate the establishment of compa- and we will see what that will bring us in that you always have a coalition govern- nies, and we are working to issue work the future.” ment. As a result it is more difficult for permits for those companies.” just one party to dominate the political By Djordje Vesic (October 26, 2020)

Latvia in Riga recently,” commented Nerets. “In addition,” “The elections marked a quite signifi- Nerets con- Interview with Valts Nerets of cant change in the local government, tinues, “new Sorainen because they ended the over-a-decade- members of the According to Valts Nerets, Partner at long rule of the Social Democratic management Sorainen in Latvia, recent municipal party ‘Harmony’ (‘Saskana’ in Latvian) boards have elections have resulted in a political – which had held power in Riga since been appoint- change in the Latvian capital of Riga, 2009, and which is the main political ed in many while, on the national level, the Latvian representative of the Russian-speaking communal legislature and government are trying population of Latvia.” Nonetheless, service enter- Valts Nerets to create a business-conducive environ- Nerets insists, “the political situation in prises. They ment, which has attracted new compa- Riga is not settled yet, as, even though levied allegations about corruption and nies to the market, mainly from Belarus. the elections happened almost two embezzlement against former officials months ago, the new Mayor has only from the previous regime.” It is not yet been appointed in the last few weeks.” clear if these allegations hold water, and “We had remarkable municipal elections

26 CEE LEGAL MATTERS LEGAL MATTERS NOVEMBER 2020

Nerets says that “whether the previous handle investment disputes.” toll on certain industries. “Hotels are regime did everything according to law closing down,” Nerets says, “and we still is still under evaluation.” Many moves taken by the legislature and have to see how that industry will fare the government in Latvia are aimed at in the future.” There also seems to be a Despite the developments on the mu- stimulating business. Nerets reports that rise in hearings and trials, he says, in part nicipal level, Latvia’s parliament – the “the government is trying to promote because “the courts wouldn’t postpone Saeima – has not been distracted from the country as an attractive location for hearings in the last couple of months, its ongoing mission to establish a new foreign businesses. One way of doing so unlike at the beginning of the pandem- type of court in the country, Nerets is through tax reform. The government ic.” This is good for lawyers, it appears; says. “The idea is to create an Economic is considering reducing the social tax, he notes that “as a result, the legal mar- Affairs Court, which should be opera- which should persuade new companies ket recovered somewhat in September.” tional as of January 2021.” According to to open here.” Some have already taken him, “the new court will consist of ten an interest in moving to Latvia, he says, The only major change in Latvia’s legal judges, elected for life by the parliament. and he points out that “a significant market in recent months, Nerets says, is The Court will deal with a wide array of number of Belarusian IT companies are the merger between Walless and Primus areas, ranging from tax evasion, mon- looking to relocate here, due to the sen- Derling in Latvia, and Derling Primus in ey laundering, and fraud cases, to civil sitive political situation in their country.” Estonia. “Other than that, there is not and commercial cases valued at EUR much else to report on,” he says. 500,000 or more.” Another important Not all is well in Latvia, however, and role of the court, he says, will be “to the COVID-19 pandemic has taken its By Djordje Vesic (October 26, 2020)

Bulgaria the streets.” The protests, he says, are 45,461 cases of a consequence of “a general feeling the new corona- Interview with Georgi Tzvetkov of among the populace that the ruling virus, with 1197 Djingov, Gouginski, Kyutchukov & party, which has led the government for deaths. Velichkov the better part of the past 12 years, has failed to battle corruption and distance “Another effect “Over the course of the past three itself from oligarchs – and this overall of the pandem- months, Bulgaria has been in proper po- feeling of anger and being let down has ic is that most litical turmoil,” reports Georgi Tzvetkov, culminated this summer.” big-ticket deals Partner at Djingov, Gouginski, Kyutch- are largely gone Georgi Tzvetkov ukov & Velichkov. “The protests in the As a result, Tzvetkov says, the govern- from the mar- streets against the government and the ment’s recent legislative efforts have fo- ket,” Tzvetkov Chief Prosecutor have been going on cused on “either curbing the effects of says,” although some large infrastructure for almost 90 days – an unprecedented the pandemic or on garnering popular projects have continued.” According to sight in Bulgaria.” According to him, support – everything else of substance him, “the Balkan Stream gas pipeline, the tensions between the Prime Minis- has been put on hold for the past two for example, saw several transactions ter and the President are “like nothing or three months.” Whatever its motives, completed over the past three months, we’ve seen before.” he concedes that the government has with project financing being secured for been “doing an okay job in managing some sections, and some procurement “The government continues to hold the crisis,” and that, despite a “sharp contracts have been awarded as well.” office, so we’ll see how it continues, but increase in numbers in the past few days, He adds that “concessions for the Sofia at this point in time, it’s really unprec- it has, overall, been good.” At the time airport have closed recently” as well, edented, Tzvetkov says. “Institutions of writing, Bulgaria has had a total of and he describes the recent acquisition are clashing and protestors are all over

CEE LEGAL MATTERS 27 NOVEMBER 2020 LEGAL MATTERS

of Bulgaria’s telecom operator Vivacom sized deals. “The pandemic and political to them.” Comparing this crisis to the as a “landmark transaction.” tensions have not affected the market economic crisis of 2007/2008, Tzvetkov greatly,” he says. “The volume of work says that “it is not as bad as it was back Overall, though, Tzvetkov says that the is more or less stable and businesses are then, but we are yet to see how the pan- market has experienced a shift from on the lookout to seize all the opportu- demic will unfold in the autumn.” big-ticket deals to smaller, mid-tier nities the current situation might present By Andrija Djonovic (October 30, 2020)

Austria that “Austria’s Minister of Economic has been speculation by local experts Affairs stated recently that some 100 that governmental support to distressed Interview with Marc Lager of transactions would fall under the scope sectors will be severely strained by the Deloitte Legal of the new framework each year. Since a end of the year and that mass lay-offs vast number of industries fall within the could follow.” On the other hand, he “Things are, scope of the new framework and since says, information coming from EU right now, Cov- the authorities can prohibit transactions experts has been “more positive, with id-driven again, to safeguard (national) ‘security or pub- more optimistic predictions.” really,” begins lic order,’ the law is a public policy tool, Partner Marc so it’s best to keep an eye on near-future The effects of the pandemic have been Lager, the head developments.” felt in the legal sector as well, Lager of the EU Com- says. “We have been lucky since we [at petition Law and Locally, Lager reports that Vienna has Deloitte Legal] are a growing practice. Global Trade held its municipal elections. “These have But some firms have taken advantage Marc Lager practice in the gone by peacefully and in order,” he of the shortened work time scheme that Vienna office of reports, but says that “what I’ve found the government introduced earlier this Deloitte Legal. “The numbers have been to be rather interesting is that one of year to stimulate businesses not to fire going up a bit lately, as in other parts Vienna’s nine municipalities plans to people by subsidizing a portion of their of Europe, and there have been talks introduce an investment incentivization salaries.” of reintroducing some of the measures scheme by supporting companies in that were in place earlier in the year.” exchange for temporary equity.” Other Lager says that, in general, various types than that, Lager says, nothing much has of state aid have been “more present Lager says that a new foreign investment been going on – either in Vienna or in in client requests,” and he believes that, review framework has been introduced, Austria in general – in terms of legisla- going forward, this may be a more active reflecting last year’s introduction of EU tion that isn’t directly Covid-related. practice. “Businesses will want to know FDI-Screening Regulation 2019/452, what happens when they acquire a com- which established a European frame- And on that subject, Austria’s econo- pany that has previously received some work for the screening of foreign direct my, like most in Europe, has not been form of state aid, what their potential investments into the EU. The new law, spared by the fallout of the pandemic. obligations and exposures might be,” he says, allows the authorities “to review “Personally, I hope that the overall he says. “With the pandemic still going a large number of transactions in a wide economy will bounce back next year, on – this seems likely to be a hot topic range of industries that could poten- but I must admit that it is quite difficult in the future.” tially leave key infrastructure points to predict anything at this point,” Lager exposed to foreign investors, especially says. On the one hand, he says, “there By Andrija Djonovic (October 30, 2020) during these troubled times.” He adds

28 CEE LEGAL MATTERS LEGAL MATTERS NOVEMBER 2020

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CEE LEGAL MATTERS 29 NOVEMBER 2020 FOREIGN FOCUS: UNITED KINGDOM

CENTERING CEE

An Interview with Partners Panos Katsambas, Claude Brown, and Kevin-Paul Deveau from Reed Smith’s Dedicated CEE/SEE Group.

By David Stuckey

CEELM: Please tell us about the CEE/ Claude: As Panos notes, we have – I lived in Bucharest on secondment SEE Group at Reed Smith. How does a broad network, developed either with a Magic Circle firm for three and the firm cover the region? through clients and law firms or through a half years; my family is Polish; and I personal connections. We have a have close relationships with bankers, Panos: It is a combination of practition- number of country-specific teams for borrowers, and law firms in the region ers who have links to specific countries, most parts of the world, but for CEE, – which make CEE very central and either by virtue of being lawyers coming we have developed a regional team as important to my daily life and outlook. from such countries or by developing we find that it fits our clients’ needs That experience and those relationships relationships with clients from past best. Frequently, we are instructed on feed into every aspect of my practice, mandates or through local law firms. cross-border deals in the region which whether it’s introducing local borrowers There isn’t one model, but we have involve several jurisdictions, and this to London-based lenders or explaining country-specific business teams that fits well with our regional approach. We local issues and circumstances to people combine these approaches to further de- often find that law firms in the region who are new to the region. At this point, velop our business. In addition, we have operate a similar approach, and this it all happens organically, even though I local offices in Kazakhstan and Athens makes collaboration much easier. am based in London. that help us with respect to these (and to a certain extent, some neighboring) Kevin-Paul: I think that’s entirely right. I CEELM: How does CEE fit into the jurisdictions. have personal connections in the region firm’s overall strategy?

30 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

Panos: Reed Smith is a global law firm, when they work on deals requiring US client, “you can invest in Poland, right?” and this is how we think about our or English law (for example) expertise. long-term strategy. I know that “global” It’s a role that is part follower, part evan- is a term that gets used a lot, but it is at CEE is becoming more and more gelist. integrated with the broader Europe- the heart of what we do, where our firm And then there are the trans-regional is focused, and where we see ourselves an market, and we want to be at the center of that. Our London office lead transactions, where you need to deploy growing. We have clients who are prop- mixed discipline and jurisdictional teams erly global and who are jurisdiction-ag- deals, as a result of the dominance of English law in Europe, generally. Our that understand not only the local mar- nostic or (at least) less jurisdictionally ket or markets but also see the bigger sensitive than they used to be. German offices are constantly focused on supporting cross-border integration picture and understand the overarching It is critical to our business and our in Central Europe, whether that’s in goal. That’s where you almost have to strategy that we support our clients, supply chains or capital structures. And put on a business advisor’s hat on and regardless of where they happen to our Greek office acts as a hub for local not only provide the best-in-class legal make a particular investment or do a investment and regional shipping. services but also align yourself with particular deal, with all the discipline the client’s long-term business strategy and high standards they have come to We also, on occasion, work with local and interests, proving that you are a real expect from us. law firms, and we have developed a pan- partner of theirs. While mature Western el of extraordinary partners, to ensure Europe markets may be quite similar, we hit the ground running whenever our each CEE market still maintains a level “Where our clients see good clients need localized support. of individualism, and that’s where a law opportunities, we need to be firm can show its skills when it comes to ready to help them. Where Claude: I would also add that you really applying a global perspective to a local they haven’t yet seen good can’t ignore CEE, whatever you choose deal. We pride ourselves in always being to call it (not too long ago, the phrase able to deliver that for our clients. opportunities, we will do our “New Europe” was making the rounds). best to find them and bring We do our best not to distinguish To summarize, CEE is a key market for them to our clients. The num- between CEE and the rest of Europe. us and will continue to be so, as we keep ber of times that I have said The effect of the acquis – the body of seeing fantastic opportunities, both now to a client, ‘you can invest in law which comes with joining the EU and in the medium- and long term. – has meant that the story over the last Poland, right?’ 30 years has been one of convergence Kevin-Paul: CEE has been and contin- of legal regimes. That said, there are ues to be a very exciting area for doing It’s a role that is part follower, still enough differences to make local business - the growth potential specific part evangelist.” knowledge invaluable. Then there is the to emerging and emergent markets commercial angle – CEE countries of- is still there, clients are open to new ten provide growth opportunities which products and have sophisticated tastes, there’s fantastic technological savvi- It would make no business sense for are harder to come by in Western Eu- ness, and the labor force is skilled and the firm to have strategic clients and rope and other traditional markets. Our competitive. This hasn’t changed and for us not to move side-by-side with clients are keenly aware of that fact, and will continue to draw investors and see them into Poland, or Hungary, or any we need to be in a position to support interesting deals. Our clients are global other country in the region. And to do them as they expand in those markets. - which means our firm has to be too. that, we need to know how to do deals Where our clients see good opportuni- We follow the markets in the region very in those jurisdictions. Being global also ties, we need to be ready to help them. closely and source potential areas of in- means that you are able to introduce cli- Where they haven’t yet seen good op- terest to our clients proactively. We have ents from CEE (and other) jurisdictions portunities, we will do our best to find our ears to the ground and, by being in- to the firm’s global platform and have them and bring them to our clients. The volved in a significant number of trans- them follow you and work with you number of times that I have said to a actions, we have a deep understanding

CEE LEGAL MATTERS 31 NOVEMBER 2020 FOREIGN FOCUS: UNITED KINGDOM

but in a way which is not insensitive are on the pulse of local market activity. to conditions on the ground and local law requirements. We have to sit in the CEELM: Do you have best friends you middle of competing interests and find work within the region? a way to “get it done.” Claude: Over the years our team has Even during the pandemic, the region built up an enviable range of friends in has signalled that it is still open for the CEE, who not only allow us to have business and we have been working a point of contact in every country in throughout the last six months on dif- the region but also offer us a complete ferent transactions, in different jurisdic- suite of specialisms. This allows us to Panos Katsambas tions. cover every corner of a deal and work of cross-border deals. Knowing people It’s interesting. Five years ago, most for years – and them knowing us – en- private credit funds could not lend into genders trust and confidence. You know CEE. They were restricted by the terms they will go the extra mile (or kilome- of their investment policies or limited ter), and they know that you know what partnership agreements. Lending into you are doing. In some cases, the firms the US – fine. Western Europe – fine. we know have built their own regional CEE – nope! Well, those days are gone. networks and that can really help the Barely a week goes by where some new bigger multi-jurisdictional deals along. business in CEE isn’t looking for financ- It also means that they can offer us ing outside their home markets and out- their network expertise in jurisdictions side traditional bank-driven structures. where we may not traditionally have Claude Brown Importantly, our credit fund clients are had extensive contacts. In other deals, now not only able to respond to those our friends in the region offer us deep enquiries but actively seek them out. specialist knowledge in key disciplines, be they cybersecurity, IP, derivatives – or CEELM: How does the firm promote whatever. It is highly satisfying when and market its capabilities in the region? a client calls saying that they have an Kevin-Paul: Our promotion and mar- urgent and complex problem within keting efforts are primarily deal-driven. the Czech interbank payment system, We properly and effectively execute and you can say, “I know a lawyer who each deal. Our clients are happy. Their knows the CERTIS system inside out. investors are happy. The other parties Let’s call him now.” are happy. The more deals you do in CEELM: Which specific deals in the re- a specific jurisdiction, the more you gion that you’ve worked on did you find Kevin-Paul Deveau build on that expertise and newcomers most interesting/significant?? will want to work with someone who not only of the bigger picture but also has been there before. It is critical to Panos: Advising Invel Real Estate in of the so-called “nitty-gritty,” which know who is who among the players its acquisition of NBG Pangaea REIC can, so many times, make the difference in the country and to have navigated (now Prodea Investments), which at the when it comes to doing business. the jurisdiction-specific sensitive issues end of 2013 was the largest real estate previously. deal in Greece. More importantly, how- When our clients do a deal in Poland, or ever, staying with the client throughout Hungary, or Romania, they want to do it Separately, having a network of local the subsequent seven-year period, facing to their standards, with all the bells and firms presents us with opportunities a significant Greek financial crisis and whistles they have come to expect from that we can share with clients and either seeing through a successful exit of the a well-negotiated and well-executed deal, open new relationships or show that we

32 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

initial investors, a recapitalization of kinds of transactions. phone calls with Companies House. the acquisition vehicle, and the buy-out of the remaining stake of NBG in the CEELM: Do you have any good war Panos: We closed a deal this March with business. Aside from a very successful stories you can share with us about work simultaneous local closings in Greece, lawyer-client relationship, we faced and in CEE? Italy, and Spain (not 100% CEE) while overcome numerous legal and commer- all three countries in strict lockdown Claude: At the start of the pandemic, I cial issues in ways that only an interna- and needing local notaries to be present received a call from the GC of a client tional counsel with local market exper- for the closing to be effected. That was which specializes in outsourcing work tise could help its client navigate. a learning experience and process! and for which I have done finance Claude: Perhaps I am a bit of geek (or transactions for over ten years. They Kevin-Paul: Perhaps one of my most just sad), but I really find getting into needed urgent advice on the furlough memorable war stories was a deal that the plumbing infrastructure of the and short work schemes, as well as I closed in CEE. We were given one regions financial markets makes for the emergency employment protection laws week’s notice to close an acquisition most interesting transactions. After the in six countries within the CEE. Within with a rollover of the existing financing. collapse of Lehman in the financial an afternoon, we had the best team of The lawyers flew in from London on crisis in 2008, we worked on a project regional employment lawyers lined up the Monday, and we sat for three days, for a broker/dealer client which needed to provide that advice, even though high-up in an office building, negotiat- to know how long its securities or cash some governments were still writing the ing day and night. The negotiations got could be locked up in the settlement sys- emergency decrees. Working with our tense, and they were broken off midday tems in the region, if one of its counter- employment lawyers, the regional task on Thursday. At 11.00 pm, we got called parties became insolvent. For that sort force that we had assembled delivered back to the meeting room, and the pur- of project, you not only need financial the collated advice overnight, allowing chaser effectively said that we weren’t to markets lawyers in the region who know the GC to brief the Board by lunchtime. leave the room until the deal was done. their law but who also know the practi- We finished at 10:30 am the next day. On one deal, a regional bank was grant- cal aspects of securities trading. Everyone was tired. No one had slept ing security over collateral for a deriv- much that week, particularly the lawyers Kevin-Paul: If Claude is a bit of a atives trade. We ran the usual searches who had to manage other transactions geek, I am maybe a bit of a romantic. at Companies House to see if it had a and email flow in the middle of the I really enjoy doing real estate finance registered establishment in the UK and night. When we finished the deal, one and project finance transactions. They the searches came back showing a nil of the clients stood up, looked at his produce jobs for the local market. They return. Where a company is incorpo- lawyer and said, “Right. When can we change lives. They change economies. I rated in or has an establishment in the have the facility agreement? 1.00 pm?” still remember negotiating a deal for an UK, you have to register the collateral The lawyer’s face just dropped. It was anchored shopping mall in the region. with Companies House, but otherwise, clearly impossible to turn the document It was built in a town that I knew very no registration is required. Fortunate- in less than ten hours of work, and he well. Prior to its construction, people ly, we had a very diligent trainee who hadn’t slept. I tried to jump in, “I think used to drive hours to a neighboring city also decided to Google the bank and it will take a bit longer than that, and to get certain items. Then, one day, that discovered that a local “branch” of the I suspect we could use a bit of sleep all changed. So much more was imme- bank was a member of the chamber of first. It is important we get the next diately available to the people of that commerce in a small market town in turn right.” That didn’t go over well. town. And it changed living standards Buckinghamshire. It turned out that, for The lawyer agreed (under duress) to get and the local economy. When a man- some reason best known to himself, a the document out later that day, and ufacturing plant gets built, or a wind bank employee had decided to designate we were all allowed to leave the room farm, or a highway, where there wasn’t his UK house as a branch of the bank at that point. In the end, I received the one before, it is so much more concrete and had joined the local chamber of draft the following Monday (i.e., three in terms of visible and identifiable bene- commerce. Fortunately, we were still days later). The deal completed success- fits for other people than on some other within the time limits for registering the fully a few weeks after that. security but there were some interesting

CEE LEGAL MATTERS 33 NOVEMBER 2020 FOREIGN FOCUS: UNITED KINGDOM

EXPAT ON THE (ENGLISH) MARKET: INTERVIEW WITH PAWEL SZAJA OF SHEARMAN & STERLING

By David Stuckey

CEELM: Run us through your back- legal department at Deutsche Bank in London in 2014 and switched to Shear- ground, and how you ended up in your Frankfurt where I came across Capital man & Sterling at the end of that year. I current role with Shearman & Sterling Markets, International M&A, and ABS made Partner at Shearman & Sterling in in the UK. Financing Structures for the first time. January 2018. I thought it was quite interesting and Pawel: I was born and raised in Chelm, worth focusing my career on. What fol- CEELM: Was it always your goal to work a small town in East Poland, 25 kilom- lowed was a Masters in Law & Finance outside of Poland? eters from the Ukrainian border, where from the Institute for Law and Finance Pawel: I would not say that it was I went to high school. I moved to study in Frankfurt in 2006 and an LL.M. from my goal from the beginning. As with German Literature and Law at the Columbia Law School in 2008, allowing everything in life, it is a function of Warsaw University, and I graduated in me to pursue this plan and a career in circumstances, luck (stars need to align!), 2005. During my university time I spent Capital Markets. I took the NY bar after and personal decisions. I did want to three years in exchange programs at my LL.M., started in Capital Markets at study abroad, which I did through ex- the Goethe University in Frankfurt, the Davis Polk in New York in 2008 and change programs, and which helped me Freie University in Berlin, Universite de moved to London in 2009 because of decide about my professional career. Geneve in Switzerland, and Universite my family. I continued at Davis Polk in de Paris II in France. In 2004 I went London, went on secondment to the CEELM: Tell us briefly about your on a three-month secondment to the ECM execution team at Credit Suisse practice, and how you built it up over

34 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

“It is the understanding of the and other European civil law countries, culture and language skills I am only admitted to practice in certain that in my opinion make the common law countries. The general principle of law – either what is not difference. It happens quite prohibited is allowed or, alternatively, often in this part of the world only what is explicitly enumerated is that transactions are execut- allowed – causes the main differences ed solely in a local or regional and often-times interesting discussions language and having some- among lawyers. On the other hand, the importance of English law, in particular one from London who can in Emerging Markets, is significant, and pick up the phone and just it often results in changes to how local Pawel Szaja make the discussion easier lawyers perceive certain aspects. Seeing for the client means a lot.” in person how the law and application Pawel: It is the understanding of the of law changes is the exciting part of culture and language skills that in my my job. opinion make the difference. It happens quite often in this part of the world the years. CEELM: How about the cultures? What that transactions are executed solely in a local or regional language and having Pawel: Since making Partner at Shear- differences strike you as most resonant and significant? someone from London who can pick up man & Sterling in January 2018 I have the phone and just make the discussion covered Emerging Markets and DACH Pawel: Looking at Europe’s Emerging easier for the client means a lot. (Germany, Austria, and Switzerland). Al- Markets in particular, the history in the though equity and debt capital markets past 30 years is definitely critical to the CEELM: Do you have any plans to move is my core practice, I have also done understanding of how people in those back to Poland? quite a lot of M&A and bank finance countries think and act. Some of the work in the region. Prior to COVID most important decisions in living histo- Pawel: I do not exclude it as an option I would travel quite a lot to build and ry (such as the fall of communism, ac- in 10/15 years although other countries, maintain contacts in the region. Right cession to the European Union, NATO, such as Spain or Portugal, are equally now it all happens online. and various global crises) have happened strong candidates! CEELM: How would clients describe during this time. My personal view is CEELM: Outside of Poland, which CEE your style? that the countries are still catching up with Western Europe, not only econom- country do you enjoy visiting the most, Pawel: I like to think that I know how ically but also from a cultural and social and why? people think in the Emerging Markets perspective, but the youngest generation and what drives them. I try to use my of people – such as, for example, my Pawel: Recently I have been spending background and language skills as Polish cousins in high school – view quite some time in Turkey and started my assets and am quite conscious of themselves as European citizens first, reading more about their culture and cultural sensitivities. I view is this as key and I do not really see many differences history. It is a fascinating country, with to being a successful emerging markets between them and, for example, British great history and, more importantly, lawyer. teenagers. This is a major change com- some of the best food in the world! pared to my generation or the genera- CEELM: There are obviously many dif- CEELM: What’s your favorite place to tion of my parents. ferences between the Polish and English take visitors in London? judicial systems and legal markets. What idiosyncrasies or differences stand out CEELM: What particular value do you Pawel: A little-known family-run Italian the most? think a senior expatriate lawyer in your trattoria in Chelsea, Tate Modern, and role adds – both to a firm and to its Richmond Park (deers!). Pawel: While I was educated in Poland clients?

CEE LEGAL MATTERS 35 NOVEMBER 2020 FOREIGN FOCUS: UNITED KINGDOM

EXPAT(S) ON THE MARKET: AN UPDATE

Over the course of our seven years, CEE Legal Matters has interviewed most of the British lawyers work- ing on the ground in Central and Eastern Europe as part of our recurring “Expat on the Market” feature. We reached out to them recently and asked them to bring us up to speed on what they’re doing and/or share their thoughts on the ramifications of Brexit or the ongoing COVID-19 crisis.

By Andrija Djonovic

How has Brexit impacted your practice, if at all? fied lawyer? The solution to this additional problem is that a three-person panel from the Czech Bar Association could, based on an interview, waive the requirement in whole or part Christian Blatchford, General Counsel, if the applicant demonstrates a sufficient knowledge of Czech Energo-Pro (in the Czech Republic): law and professional rules. What is that standard? As I write Well, Brexit might just destroy my this, I have no idea! practice. Lawyers qualified in England and Wales (and other parts of the UK) who are now practicing law in the Czech Nick Fletcher, Partner, Clifford Chance Republic on the basis of the EU With- (Poland): No significant impact. English drawal Agreement and a specific Czech law law remains as popular as ever for any on Brexit will lose that right from January 1, 2021, unless the complex commercial transaction with UK and EU agree otherwise. This now seems unlikely, given a cross-border component. Perhaps the shortness of time and relativity niche market involved. greater reluctance to use English courts The Czech Law on Advocacy does, however, permit those so more use of international arbitration. who have been practicing here for at least three years to apply On a personal level, Brexit has led me to for admission to the Czech Bar. The catch? You have to have obtain Polish citizenship, which I have had for nearly two been providing Czech law advice during that time. But how, years now. you may ask, would that have been possible as a UK-quali-

36 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

their degrees and professional qualifications will be recognized when they return to their homeland, and what the increase in university fees for EU students will mean for the loss of talent and diversity in Britain’s universities. Personally, I have taken the precaution of finally applying for Greek citizenship (after nearly 24 years’ residence).

How has COVID-19 impacted your practice in CEE?

Graham Conlon, Partner, CMS (Ukraine): I personally have remained just as busy in the last six months as I was prior to the crisis, working on deals throughout the region and beyond. The pipeline also remains positive, and – touch wood – it will remain that way. But the nature of the deals has changed. Some clients who might have found it difficult to exit investments a year ago (because everyone was worried that a financial crisis might be on its way, and with buyers not knowing how to price that in) have all a sudden found themselves sitting on gold-mines, with targets shooting-up in value. This is especially the case with respect to those in the e-commerce and logistics space. Others Virginia Murray, Partner, Watson Farley have not been so lucky, and we are starting to see some assets & Williams (Greece): As a qualified come to market in more distressed circumstances. The inter- Greek lawyer, Brexit affects me less national financial institutions (such as the EBRD) have also on a professional basis as most of become more active in crisis times – so that is also a source of my work concerns Greek energy and M&A deal activity in all sorts of countries around. infrastructure projects. I do however see an increasing willingness of interna- tional investors to transact with Greek-law Mark Harrison, Partner, Harrisons governed acquisition and financing agreements, (Serbia): COVID-19 has had a positive drafted in English. Brexit has of course affected all of us prac- impact on our practice in Serbia and ticing English law; we see a concern about using English law Montenegro. and courts for international contracts with regards to enforce- ability and recognition of judgments. In terms of influence on We closed our offices on March 16 and international regulations, in the energy sector and elsewhere, only re-opened on October 1. We worked I see that Britain has lost significant ground as it withdraws remotely. However, COVID-19 brought us closer together from Europe. as a team because our firm is based on a highly personal and On a wider level, I am particularly worried about the many friendly relationship between everyone, and working from a bright young Greeks who are studying law in the UK, and how distance is no substitute. Every week we had a Zoom phone

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call and they were fun. We talked openly about our firm and we realized how much we were all one family. Dan Cocker, Partner, Allen & Overy Second, it gave us all time to think about how a post-COV- (Poland): Almost the first I heard ID-19 law firm would operate and how we would look after of COVID-19 was when I received our clients and work together. Clearly personal meetings face requests for advice on force majeure to face with clients were going to be rare and everything was notices. A major part of my practice is going to move more to an electronic interface. Our marketing projects, energy, and infrastructure. In the strategy evolved substantially. When times are tough, you must early days of COVID-19 project developers and lenders asked adapt – be pro-active or go backwards. us for advice on whether contractors could effectively claim force majeure for supply chain issues, for example in China. Nobody left the firm. Our motto is “No matter what the work situation we always want the best lawyers.” So, we hired! The next new stream of work was liquidity facilities. Our international financial institution and commercial bank clients Finally, as the IFI’s have pumped money into our region post have been very quick and effective in supporting their clients COVID-19 to help their clients, we have had a successful year with liquidity facilities. For example, we acted for the EBRD to date. on its first Covid19-related Solidarity Package project in Po- land and for the ADB and the EBRD on liquidity facilities for an Armenian energy sector client.

Christopher Noblet, Partner, Hogan In the meantime, other major transactions in the energy and Lovells (Hungary): COVID-19 has infrastructure sectors have continued. There’s a strong pipeline certainly impacted our practice, both of new projects across the CEE region. We and our clients with regards to the support needed by have had to learn some new ways of working. Locking all of our clients and how we carry on our the parties in a meeting room until the transaction documents business. are finalized no longer happens. But project finance has always been about overcoming obstacles to get the deal done. COV- ID-19 is another obstacle that, together, we will overcome. As regards to clients, this was particularly marked in March and April where many experienced the challenges of operating businesses amid the various restrictions from social distancing to travel restrictions. It appears with the renewed increase in cases, companies are again having to look at similar issues and Simon Dayes, Partner, Dentons (Roma- how to deal with them, although with an increased level of nia): COVID-19 has had an enormous preparedness compared to the spring. adverse impact on many businesses. The pandemic is providing our special- In respect of our own business, we have, since March, seen ist financial restructuring teams with the changes that working from home has brought to our mandates that would not otherwise have operations and how it is possible to keep contact with all existed. We have been supporting banks and our colleagues through electronic means. We have also seen, sponsors in managing their relationships during the loan pay- increasingly, how technology can assist in matters which peo- ment moratoria in CEE, and preparing for the end dates of ple previously were certain could only be done face to face, these moratoria which are fast coming towards us. While the such as remote closings and the like. Of course, we miss the focus has been on positive restructurings during these last few personal contact. months, the indications are that problems will emerge that will result in more post-insolvency activity as we get into 2021.

38 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

On the personal side, new working practices (and technolo- Otherwise, the deal flow temporarily paused for a month or gy) often brings our colleagues in international offices closer two, but in the end the deals are still being done, just in dif- together these days; we speak, and even see each other, more ferent sectors. I can’t personally claim to have a crystal ball on frequently. It is different within the office, and we give more this (yet), but obviously not all businesses suffer from current thought now to keeping news, know-how, and culture circulat- conditions – some even benefit – and there is plenty of that ing around the team as they work from home. We also make proverbial dry powder still waiting to be spent.” a point of getting together once a week, typically in a more informal context, to swap stories and plan.

Are there any significant career updates you’d like to share with us? Nick Fletcher, Partner, Clifford Chance (Poland): I am sure my experience is the same as everyone else’s, in terms of working practice, very limited travel, Doran Doeh, Arbitrator, 36 Stone (Eng- and very few physical meetings. In land): What a great interview, in the June terms of types of work, a lot of interest 2014 issue! At the time I was a Senior in infrastructure (e.g., windfarms and Partner in Dentons Moscow and at photovoltaic projects) and tech. Oh, and a one of the highest points in my career. noticeable increase in client fatigue with multiple briefings on It continued going from strength to the obvious issues arising out of the virus. strength, including some of the biggest oil and gas M&A deals in Russia in 2015 and 2016.

Hugh Owen, Go2 Law (Slovakia): I have al- However, by March 2019 it was time to retire, and I made ready been working from home for three three big changes. I moved back to London, reverted to my years, so in one sense there has not original profession as a barrister, and joined a distinguished really been any impact. I had already de- set of chambers – 36 Stone – as an arbitrator. In the inter- cided to take a step back from travelling vening time, I developed my international arbitration practice, so much, so in a way having everyone including qualification as a Fellow of the Chartered Institute quickly get used to doing deals online of Arbitrators. without unnecessary travel, and without locking everyone in those horrible all-nighters, was a welcome change. Obviously, you lose a lot from not having personal Despite COVID-19, international arbitration remains an excit- negotiations, but we are still able to do pretty much the same ing practice area, with rapid adaptation currently taking place job through virtual meetings. I have not had any negotia- to embrace the technology. Russia/CIS and the international tions in any sense fail because they were conducted online. If oil and gas industry remain at the focus of many of the largest anything, things get done quicker because there seems to be a arbitrations. My chambers is based in London and Singapore, subconscious reluctance to sit online all night. The timings of so I am well-placed for appointments – and the clerking team calls are more structured, and people do actually have a home is excellent! to go to – they are frequently sitting in them.

CEE LEGAL MATTERS 39 NOVEMBER 2020 FOREIGN FOCUS: UNITED KINGDOM

CONNECTED TO CEE

An Interview with Partners Jonathan Marks and Richard Jones from Slaughter and May’s Dedicated CEE Partner Group

By David Stuckey

40 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

CEELM: Tell us about the CEE team at Slaughter and May. How does the firm cover the region?

Jonathan: My personal connection with the CEE region began when I was an associate in the mid-1990s and I did some work with the then-recent- ly-formed Czech firm, PRK Partners, on a number of syndicated loans, as that market developed in the post-com- Jonathan Marks munist era. I am still in touch with the partners there, and my interest in this country eventually spanned out to the wider CEE region, where I’ve got to know and work with law firms and clients across the region for a number of decades. I have always enjoyed my visits to CEE — to fascinating cities like Prague, Warsaw, Budapest, Istanbul, and so on, being struck by the generosity of my hosts as well as the dynamics and hard work of the people that I have met. Richard Jones

Richard Jones, Gareth Miles, James Sta- cey and I have the pleasure of focusing in the region as well as providing advice on the region, both from a business on ongoing business development development point of view and work- opportunities. ing on matters for clients who either come from the region or have business Richard: I’ve worked on a variety of interests there. This means that we have matters involving countries in the CEE a good understanding of what’s happen- region over the years, often where the ing in the region, and it has helped us use of English law is the only connec- develop close relationships with lawyers tion with the UK. I’ve also been one of across CEE, which we, as a group, have the partners in the firm who focuses on spent a number of years (in some cases, CEE since shortly after I became a part- decades) developing. Therefore, it is ner, working closely with Jonathan and always particularly rewarding when we the others, so I’ve had an opportunity to have the opportunity to collaborate with get to know a lot of the lawyers working such firms. in the region, including some who have been on secondment to our firm. In addition to the dedicated partner group, we also have a team of business CEELM: What was your first personal development professionals in our In- experience of CEE, and what did you ternational Relations Team focused on take away from it? managing our relationships with lawyers

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Richard: My first experiences of CEE strong relationships with the leading law dictions and types of work. were all based on trips for holidays or firms in CEE, which allows us to advise (in one case) a friend’s wedding, but I’ve the client on the best firms to use for a Although, given the present circum- now visited many of the jurisdictions particular matter. stances, we’ve had to replace physical for business and, of course, we’ve been meetings with video calls for most of lucky to have many interactions relevant This is really important, as it allows us this year, we’ve still found these to be to the region in London (everywhere to provide our clients with a truly global very useful and have had virtual meet- from our offices to an embassy) or via service, working in a collaborative way ings with a number of law firms over telephone or video conference. I think with the market leading lawyers in each the last few months. the main impression I have is of a re- jurisdiction. gion that, despite the various challenges that some of the countries in the CEE “Although, given the present CEELM: How does Slaughter and May circumstances, we’ve had to face, is continuing to move forward at a promote and market its capabilities in rapid pace, and is increasingly produc- the region? replace physical meetings ing the sort of interesting and complex with video calls for most of transactions that were once the preserve Richard: One of the most effective ways this year, we’ve still found of the world’s global financial centers. of promoting our CEE practice has As a result, it’s a very exciting time to be these to be very useful and been via trips; meeting with existing and involved with CEE. have had virtual meetings prospective clients, as well as renewing with a number of law firms old bonds, and forming new ones, with CEELM: How does Central and Eastern lawyers from the region. over the last few months.” Europe fit into Slaughter and May’s overall strategy? We have also found that attending con- ferences with a focus on the region both Jonathan: As a leading international law in the UK and locally is a useful way CEELM: Do you have best friends you firm with clients around the globe (in- of raising our profile to a larger audi- work with in the region? How do you cluding, of course, in CEE), a key part ence. We’ve been attending CEE Legal maintain/strengthen those relation- of our international strategy is to work Matters’ GC Summit for a number of ships? in partnership with these clients by sup- years, which we’ve found to be a great porting their business activities, wherev- source of information, as well as an op- Richard: Although we have very deep er they’re conducted. It’s important to portunity to meet existing and potential connections with a number of firms us that, although we don’t advise on the clients. Additionally, the Law Society around the globe (some of which go law of any jurisdiction in CEE, we’re and the Department for International back many decades), we pride ourselves able to assist our clients in obtaining the Trade host a number of roundtable by not having exclusive relationships right legal advice in any jurisdiction in discussions which provide a great forum with law firms anywhere in the world. the region. to connect with those with an interest in This allows us to think of our clients’ the region. needs first, and also means that we can In doing this, we work closely with be truly flexible when working with law leading law firms based in the region, We are also fortunate that many of the firms and ensure we work with the right either firms that we choose or recom- lawyers from the region make frequent firm on the right transaction/matter. mend (based on our connections and trips to London, which often present experience in the region) or the client’s the perfect opportunity for a meeting at It also allows us to accommodate a own choice. our offices. We have found this regular client’s preference. Often our clients contact a good means of staying on top have worked with a local law firm As with all the jurisdictions where we do of what is happening on the ground and (sometimes for many years, sometimes not have our own office, a key part of ensuring we are focusing our business just on one or two previous occasions), our international strategy is to maintain development efforts on the right juris- which means they wish to work with

42 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

them again. We approach each matter In May 2018, we advised Vodafone on value of CAN 2.8 billion. on a case-by-case basis, and never seek the acquisition of certain operations to impose our choice of local law firm of Liberty Global. As part of this, Cineworld is one of the world’s leading on a client. Where a local firm has the Vodafone agreed to acquire Unityme- cinema groups, operating 9,498 screens key client relationship or is dealing with dia in Germany and certain of Liberty across 786 sites in the US, UK, Ireland, the main substance of the matter, we’re Global’s operations in the Czech Re- Bulgaria, the Czech Republic, Hungary, always happy to liaise with the client public, Hungary and Romania for a total Poland, Romania, Slovakia, and Israel. through that firm, if that’s preferred. enterprise value of EUR 18.4 billion. This deal was of great significance, as it This was a particularly exciting deal for not only expanded Cineworld’s business us because, as a result of the acquisition, In terms of how we maintain and in North America, but also increased its Vodafone completed its transformation strengthen our relationships with law presence in the CEE. We were also able into Europe’s leading converged op- firms in the region, a large part of it is to work collaboratively with the local erator. Not only was Vodafone able to the regular dialogue and other activities law firms in the region. reshape its business, but it also became mentioned above. However, nothing re- the owner of the largest gigabit-capable ally beats working with another firm on In November 2016, we advised GE next generation network infrastructure a job, which allows both firms to get to Capital on the sale of its remaining stake in the CEE region. To top it all off, the know each other and our working styles, in Moneta Money Bank, which raised transaction also won CEE Legal Mat- and hopefully leads to future opportuni- gross proceeds of approximately CZK ters’ 2018 CEE Deal of the Year Award, ties to win, and carry out, work together. 7.5 billion. which was an incredible recognition of the work we did. “I think the main impression I In January 2016, we advised RWE, a leading European utility group, in its have is of a region that, de- In March 2019, we advised Marsh & McLennan on the sale of the global successful defense of a USD 1.4 billion spite the various challenges damages claim brought by the Russian that some of the countries in aerospace insurance broking business of Jardine Lloyd Thompson to Arthur Sintez Group, owned by Russian Sen- the CEE face, is continuing to J. Gallagher & Co. This deal covered a ator Leonid Lebedev. This matter was move forward at a rapid pace, large number of European countries, particularly interesting as the claim was governed by Russian law and arose out and is increasingly producing including Croatia, the Czech Republic, Hungary, Poland and Romania, among of RWE’s withdrawal from negotiations the sort of interesting and for a joint venture to buy a controlling complex transactions that other CEE countries. This matter was of great significance as it was a interest in one of Russia’s regional were once the preserve of high-profile cross-border deal which power generation companies, TGK-2. the world’s global financial transferred more than 10,000 employees The case also involved extensive expert evidence on Russian law. We also ad- centers. As a result, it’s a very to Marsh & McLennan, providing deep- er industry expertise in every part of the vised on associated litigation in multiple exciting time to be involved jurisdictions. with CEE.” organisation. As part of this transaction, we had the pleasure of working with a number of our independent relationship Finally, we have been advising a number law firms in CEE and other countries. of financial institutions (including Aviva, Prudential, Standard Life, and Zurich) CEELM: Which specific deals in the In December 2019, we advised Cine- on their Brexit planning. For example, region that you and your colleagues have world on its all-cash acquisition of the in June 2020, we advised in connection worked on did you find most interest- entire issued and to-be-issued share with proposed Part VII transfer of Pol- ing/significant? capital of Cineplex at a price of 34 ish branch of The Prudential Assurance Canadian dollars per share, valuing the Company Limited to a newly established Jonathan: This is a tough question, but fully diluted equity of Cineplex at CAN branch of PAC’s Irish subsidiary, Pru- here are a few in no particular order: 2.18 billion, with an implied enterprise dential International Assurance plc.

CEE LEGAL MATTERS 43 NOVEMBER 2020 FOREIGN FOCUS: UNITED KINGDOM

AFTER THE GOLD RUSH: WHAT CAUSES AND COMES AFTER AN INTERNATIONAL LAW FIRM’S DEPARTURE FROM A CEE MARKET

By Djordje Vesic

44 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

In the first decade after the fall of the & Partners’ Partner Richard Lock, who Berlin Wall in 1989, an enormous num- came to Hungary as a secondee from ber of international investors descended Clifford Chance in 1992, remembers upon the countries of Central and East- it, “the UK firms were well-acquainted ern Europe – initially, and particularly, with the privatization process, based on Romania and the so-called “Visegrad the UK’s 1980s experience of privatiza- Group” of Poland, the Czech Republic, tion. They believed they had something Slovakia, and Hungary – to take ad- to offer the market, and that newly vantage of the privatizations occurring opening market had much to offer in across the region and, in the early years, return.” manifold new and giant deals related to Richard Lock, Partner, the region’s rapid modernization and Although the firm had opened its Lakatos Koves & Partners integration. Inevitably, many of the first office in the region in Moscow in larger London-based international law 1991, Clifford Chance’s connection to firms opened up offices in the region to Hungary came via the International Bar provide their clients with on-the-ground Association. “Clifford Chance’s contact assistance. in Hungary was Peter Koves,” Lock re- calls. “He saw the trend of foreign firms “The UK firms were well-ac- coming to the country, and wanted to be part of it. He was active with the Inter- quainted with the privatiza- national Bar Association, and the IBA tion process, based on the had engaged with young lawyers across UK’s 1980s experience of Central Europe in the late ‘80s. That is privatization. They believed how Peter met Clifford Chance – and they had something to offer how many contacts between lawyers in Michael Guiney, Head of Business Central Europe and the international Development, Kinstellar the market, and that newly firms were made.” In June of 1992, opening market had much to Lock recalls, “I was seconded to Peter offer in return.” Koves’s office, Koves & Partners, to put a toe in the water and see how it would work. At the end of my first year here, in July 1993, Clifford Chance formal- Ultimately, however, as the flood of ly opened an office – Koves Clifford privatizations and big-ticket deals slowed Chance.” Clifford Chance had opened first to a stream, then to a trickle, many its Warsaw office in 1992, and eventually of those international firms found the opened other CEE offices in Bucharest, financial cases for local presence less Kyiv, and Istanbul as well. compelling. How several of the Magic Circle firms that came to CEE narrowed Natascha Doll, Partner, Linklaters established a sizeable CEE Freshfields Bruckhaus Deringer their footprint, and how they structured presence in the 1990s as well, initially the relationships with the offices they by taking over the operations of another and set up a regional law firm in Prague left behind, is the story. international operation. According to in 1992 operating under the name Burns Willommen, Bienvenue, Welcome Michael Guiney – now the Head of Schwartz, and its branches in Bratislava Business Development at Kinstellar, and Bucharest in 1993.” According to In the 1990s, the business case for formerly the Head of UK Marketing Guiney, “Burns Schwartz was integrated English firms considering opening and Global Head of Client Communi- into Linklaters in 2000, [and] Linklaters’ offices in Central and Eastern Europe cations at Linklaters – “a group of Ca- Budapest office was established that was straightforward. As Lakatos, Koves nadian lawyers came to Central Europe same year.”

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Auf Wiedersehen, A Bientot, Toodle-Oo Freshfields to withdraw from Budapest was not unwelcome. On the contrary, he International firms wanting to open says: “Even though Freshfields’ depar- offices in CEE markets are inevitably ture was by mutual agreement, Oppen- welcomed with open arms. The expe- heim also agreed to the split because we rience when they decide to withdraw saw that Freshfields was focused more is often less happy, even though that on the international plan.” Although the disappointment is often expressed (in opportunities to expand the Budapest public, at least) diplomatically. Natascha partnership were limited before the split, Doll insists that, for Freshfields Bruck- that changed once the international firm haus Deringer there was a meeting of Jozsef Bulcsu, Partner, withdrew. “We had eight senior lawyers, Oppenheim the minds between the English home at that time, who all became partners of office and the Hungarian lawyers on Oppenheim along with Ms. Ulrike Rein, the ground in Budapest when it came a Freshfields’ partner.” time to go their separate ways in 2007. “It was very much a mutual path that In Bulcsu’s opinion, over time, especially we went down,” she says. “Over the as the domestic competition became years, the world had become a different stronger, the appeal of the interna- place, and our clients developed other tional firms – where opportunities for interests. Some of our offices suc- advancement were limited – started cessfully established relationships with to fade somewhat. He points again to local clients and advised them on the the rapid expansion of Oppenheim’s matters of local law. Freshfields’ clients partnership following the international were looking for more sizeable deals, firm’s withdrawal. “There are similar and we decided that going our separate examples in other international firms,” Olexiy Soshenko, Managing Partner, ways was a win-win situation for both he says, “and I believe that, in the long Redcliffe Partners parties.” run, those [international] firms found that it was more and more difficult to That year – 2000 – was significant for Jozsef Bulcsu, Partner at Oppenheim, retain the talent.” Freshfields in CEE as well. It marked the firm formed from Freshfields the firm’s formal arrival established its Bruckhaus Deringer’s former Budapest Again and again, the dearth of partner- formal presence in thin the region, as office, agrees. “At the beginning of the ship opportunities is a familiar refrain. a result of its merger with Bruckhaus nineties, there was an influx of large “When you take a look at most inter- Westrick Heller Lober, giving it the Western law firms. They were following national firms that remain in Budapest, former Heller Lober Bahn & Partner their clients, which came to Hungary very few partners have made equity in headquarters in Vienna, as well as that riding the wave of privatizations. The recent years – it is hard to satisfy the firm’s offices in Hungary and Slovakia first and second waves provided a lot of profitability expectations of the big (which had operated under the Hel- financial incentives. Once those subsid- international firms in such a market and ler Lober brand since 1989), and the ed, it was not really financially interest- the leading and most dynamic lawyers Czech Republic (which had been with ing for some of the large international want more than local or salaried partner Heller Lober since 1990). According to firms to maintain their offices in Hunga- status,” Richard Lock explains. As a Freshfields Bruckhaus Deringer Partner ry.” Bulcsu knows the deal. “It is usually result, he says, at Clifford Chance, “the Natascha Doll, the firm’s Co-Head for the case that big law firms have very idea of the spin-off emerged naturally the CEE/CIS region, “even though tough and rational financial criteria for from the tension between our wish to Heller Lober was independent, they are each of their offices. If those are not develop our practice and retain and of- a part of our family now. So, we consid- met, then they reevaluate the need for fer partnership to our best lawyers, and er the founding of the offices in Central that office.” the limited opportunity to make new Europe as a part of our joint history.” Still, Bulcsu insists that the decision by partners in the international firms. So,

46 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020

after difficult discussions with London, Chance looks to focus on its global the idea of a spin-off arose.” According strategic priorities.” to Lock, who stayed in Budapest as a Relationships That Remain Founding Partner of the resulting Laka- tos, Koves & Partners when Clifford Of course, while they were quick to Chance left in 2009, “it was an amicable take advantage of the increased partner- split. Our relationship with Clifford ship opportunities, the local firms that Chance now is as good as or better than remained when the international firms it was while we were a part of the firm.” left did not refuse to take advantage of the benefits deriving from their shared “It is usually the case that big history and close association with their Dmytro Fedoruk, Partner, law firms have very tough and former partners. Inevitably, agreements Redcliffe Partners – either formal or informal – were put rational financial criteria for in place between the firms and their each of their offices. If those former offices to continue some form are not met, then they reeval- of cooperation in the future. uate the need for that office.” The specific nature of that ongoing rela- tionship varies, of course, but it appears none of the English firms have extend- ed an exclusivity guarantee – at least one A similar financial cost/benefit analysis they choose to make public. According led to Clifford Chance’s decision to to Freshfields’ Natascha Doll, “we have spin off its Kyiv office into Redcliffe a very strong bond with our former of- Partners and withdraw from Ukraine in fices, and we continue to work together. 2015, though the circumstances were However, we don’t have any kind of Alex Cook, Managing Partner, slightly different. According to Olexiy exclusivity arrangement with any of Clifford Chance Prague Soshenko, the Managing Partner at Red- them.” Instead, Freshfields created a cliffe Partners, “when Clifford Chance “Stronger Together” program, in which Bulcsu commends Freshfields for its decided to leave Ukraine, they were the firm cooperates other independ- efforts to strengthen those ties. “Apart concerned with the significant slow- ent firms, not limited to their former from working on different cases togeth- down of the economy resulting from offices, in those jurisdictions where the er,” he says, “Freshfields also organizes the turmoil in the East of the country. firm has no formal presence. “We have regular meetings (although, due to the Traditionally Clifford Chance has been a dedicated CEE and CIS practice, and COVID-19 pandemic, their format has focusing on bigger markets, such as through the program we cover the entire changed from in-person meetings to on- Asia, Africa and North America. That region from the Baltics to the Balkans,” line gatherings). Most recently, we had is when Dmytro Fedoruk and I decided Doll says. “Sebastian Lawson and I co- a joint seminar on international M&A to take over the office and turn it into ordinate our relationship with the firms terms and a roundtable on cartels.” Redcliffe Partners.” in our network.” Of course, personal And it’s not only the Freshfields-organ- relationships are key. “We know lawyers ized events that foster the relationship, According to a statement released by from our partner firms on an individ- Bulcsu says. “We also attend conferenc- Clifford Chance announcing its 2015 ual basis and we trust them. We have es organized by the IBA, during which separation from Redcliffe Partners, “the also been exchanging knowledge and Freshfields hosts side-events.” new set-up supports the strategic aims experience through secondments. That of both parties. It provides Redcliffe Similarly, Clifford Chance’s relationship has enabled us to work on very complex Partners with greater flexibility for with Redcliffe Partners in Ukraine and cases together.” investment in developing a practice Lakatos Koves & Partners in Hungary aligned with the opportunities and reali- Oppenheim in Budapest is now in that is based on the principles of a “Best ties of the Ukrainian market, as Clifford category of “partner firms.” And Jozsef Friends” relationship, although all three

CEE LEGAL MATTERS 47 NOVEMBER 2020 FOREIGN FOCUS: UNITED KINGDOM

emphasize that that relationship is a with access to their resources – means Budapest. Bucharest Managing Part- non-exclusive one. “However,” Redcliffe we are well positioned to remain one of ner Daniel Badea and I are Clifford Partners Olexeiy Soshenko reports, “we the leading law firms in the market.” Chance’s liaison partners for local firms are happy to bring them clients, and are in South East Europe where Clifford Despite this “shared platform,” Red- grateful when they do so in return.” Chance does not have an office. On the cliffe Partners’ Partner Dmytro Fedoruk other hand, Jared Grubb, our current insists that Clifford Chance doesn’t get Office Managing Partner in Istanbul, “When you take a look at special treatment, and he describes the and previously Office Managing Partner most international firms that client referral process between the Mag- of our former Kyiv office, maintains a remain in Budapest, very few ic Circle firm and Redcliffe Partners as fairly active relationship with Redcliffe an informal one. “Sometimes our clients partners have made equity Partners in Kyiv, which has a number of want multiple firms working on their in recent years – it is hard to our former lawyers.” case,” he says, “and they ask us for sug- satisfy the profitability expec- gestions. We compile a list for them and, Unlike Freshfields, however, Clif- tations of the big internation- if we believe their expertise would be ford Chance and its former offices in al firms in such a market and useful on the particular case, we suggest CEE do not have formal secondment the leading and most dynamic Clifford Chance among others.” arrangements in place. At least not yet, lawyers want more than local says Olexiy Soshenko of Redcliffe Part- But familiarity and personal relation- ners. “We have not done secondments or salaried partner status,” ships are undeniably valuable. “We yet, but that is in our plans.” In the have a good relationship with Clifford meantime, he says, “a number of our Chance,” says Richard Lock of Lakatos, lawyers have taken various courses set Back in 2015, upon the occasion of its Koves & Partners. “From their point up by Clifford Chance.” spinning-off of Redcliffe Partners in of view, they have access to a team in Kyiv, Clifford Chance announced that Budapest that they know and trust. Kinstellar’s relationship with Linklaters “the continued working relationship, They know they will get a good service follows a similar pattern. According under a ‘best friends’ arrangement, en- from us. We know that, like any impor- to Kinstellar’s Michael Guiney, even sures that multinational, major regional, tant client, they could go elsewhere, and though Linklaters is highly respected by and local clients will continue to benefit therefore they have to be kept happy. Kinstellar, there is no formal agreement from high-quality legal advice from its Apart from a couple of cases where for special treatment. “Linklaters is a established team in Ukraine, and access there was a conflict of interest, we get great firm, and we are proud of our to a leading global platform.” Indeed, their work in Hungary. However, we are history and origins with it,” he says, “We the firm emphasized, “under the ‘best an independent firm and we also get learned a lot from our time there and friends’ arrangement, Redcliffe Partners work from many other leading firms. I their investment in clients, knowhow, will have access to Clifford Chance think those other firms see our Clifford training and applied the very best to resources, including its know-how and Chance past as a sort of quality assur- Kinstellar.” He emphasizes that, “we training, with a view to ensuring the ance and, if you are looking for a strong work with them a lot, but they don’t continued development of the best independent legal firm, they take com- receive any preferential treatment – we skills and expertise on the Ukrainian fort from knowing that other leading also cooperate closely with other firms market.” international firms trust us.” who have an interest in the markets we cover.” In that same 2015 statement, Olexiy Thus, while formal commitments to Soshenko was quoted as saying “we exclusivity are missing, the reality is Exclusivity, no. Secondments, some- see plenty of opportunities to further obvious. Alex Cook, Office Managing times. Shared trainings and seminars, expand our capabilities and create Partner at Clifford Chance in Prague, often. Benefits arising from past experi- rewarding long term career paths for says: “If I am looking to work with ence and personal relationships, always. our people,” and as asserting that “the someone in Hungary, I go to Lakatos Even as the Magic Circle’s presence on shared platform with Clifford Chance Koves & Partners. I know Richard Lock the ground in CEE shrinks, its traces – working jointly on client matters and very well and he is my go-to person in continue to extend across the region.

48 CEE LEGAL MATTERS FOREIGN FOCUS: UNITED KINGDOM NOVEMBER 2020 Thank You To Our Country Knowledge Partners For Their Invaluable Input and Support

Bulgaria Croatia

Czech Republic Estonia

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Lithuania Poland

Romania Russia

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Ukraine CEE LEGAL MATTERS 49 NOVEMBER 2020 ILFS IN CEE

ILFS IN CEE: WHAT’S THE DEAL

50 CEE LEGAL MATTERS WHAT’S THE DEAL NOVEMBER 2020

The legal markets of Central and Eastern Europe are served by a growing cadre of strong domestic firms, an established collective of widely-recognized and genuine- ly impressive regional firms … and, of course, many of the largest and best international firms in the world.

Since this special issue of the CEE Legal Matters magazine is focused on English lawyers and law firms, we invited all the international firms doing work in CEE to highlight that work by selecting five deals they have helped bring to conclusion on in the past five years – just five deals, al- though all of them have of course worked on many, many more – to demonstrate their capabilities, experience, and geographic coverage. Here’s what they sent us.

CEE LEGAL MATTERS 51 NOVEMBER 2020 ILFS IN CEE

Greece Deal of the Year at the 2019 CEE Legal Matters CLEARY GOTTLIEB STEEN Awards. Cleary also advised the Hellenic Republic on its 2012 & HAMILTON restructuring, the largest-ever sovereign restructuring.

In 2018, we advised TPG on the USD 599 million sale of its 34% shareholding in Lenta to Severgroup and the parallel simultaneous sale by the EBRD of its 7.5% stake in Lenta for In 2016, we advised the Qatar Investment Authority in USD 130 million. The sales triggered a requirement for Sever- its consortium with Glencore to purchase a 19.5% stake in group to make a mandatory tender offer for all the remaining Rosneft from the Russian state for EUR 10.2 billion, the shares in Lenta, on which Cleary advised Lenta’s board. The largest privatization sale in Russian Federation history. QIA transactions were named Russia Deal of the Year at the 2019 and Glencore committed EUR 2.5 billion and EUR 300 CEE Legal Matters Awards. respectively, with the remainder provided by a set of complex secured financings by Italian and Russian banks. President Putin announced the deal to the nation in December 2016; it closed in January 2017.

In 2017, we advised Far Eastern Shipping Company PLC on CMS a comprehensive restructuring of its more than USD 1 billion of indebtedness under two series of U.S. dollar-denominated Eurobonds, two series of rouble-denominated bonds, and cer- tain bilateral facilities and helped FESCO obtain up to USD 680 million multi-currency secured financing from VTB Bank. In 2019, we advised the sellers on the EUR 1.2 billion sale Completed in just over a month, this hugely complex trans- of Vivacom Bulgaria, the country’s leading telecoms and action was named Russia Deal of the Year at the 2017 CEE media operator with over 1.8 million customers, to United Legal Matters Awards. Group, an independent telecoms and media provider across South Eastern Europe. The private auction sale, one of the largest recent CEE transactions, was finalized in November In 2018, we advised Transmashholding, Russia’s largest 2019. The CMS CEE team was led by Partner Eva Talmacsi manufacturer of locomotives and passenger rail cars, and and included Consultant David Cranfield, Partner Ana Radnev, LocoTech-Service, a leading Russian rolling stock maintenance and Associates Szilvia Kabacs and Bogdan Buta. company, on their combination with French multinational Alstom. The transaction, which involved a reorganization of ownership structure, renegotiation of the shareholders’ agree- In 2019, we advised international private equity firm Ad- ment between Russian shareholders and Alstom, and complex vent International and its portfolio company Zentiva on the migration of the combined company’s holding structure from acquisition of the CEE business of Alvogen. This transaction the Netherlands to Cyprus, was named Russia Deal of the brought together two leading branded generics and over-the- Year at the 2018 CEE Legal Matters Awards. counter businesses and involved the cooperation of more than 80 lawyers, led by CMS Partner Helen Rodwell, across 14 Jurisdictions, including the Czech Republic, Romania, Bulgaria, In 2018, we advised the Hellenic Republic on its offering Hungary, Poland, Russia, UK, Netherlands and the Balkans. of a EUR 2.5 billion ten-year benchmark bond was part of a This deal followed Advent International’s EUR 1.9 billion series of notes that comprised Greece’s first bond offerings acquisition of Zentiva from Sanofi. since the conclusion of the fiscal bailout programme in 2018. The offering marked Greece’s return to the international capital markets on a “normal course” basis, and it was named We advised OTP on the acquisition of Societe Generale

52 CEE LEGAL MATTERS WHAT’S THE DEAL NOVEMBER 2020

subsidiaries SG Expressbank Group, Sogelife Insurance Com- offer of its existing EUR 450 million 5.75% Notes due 2020, pany, and SG Banka Albania, valued collectively at over EUR recognized as a 2018 CEE Legal Matters “Deal of the Year.” 600 million. Completed in 2019, the transactions form part of OTP’s SEE strategic expansion, strengthening its Bulgarian presence and facilitating its entry into Albania. Led by CMS In July, 2019, we advised Mid Europa Partners on the Partner Eva Talmacsi, they are the first in an unprecedented acquisition and related financing of a majority stake in Mlinar mandate CMS won to advise OTP on multiple acquisitions d.d. from company founder Mato Skojo. Mlinar, the leading across ten jurisdictions with a collective value of more than retail and wholesale bakery in Croatia, operates the largest EUR 1 billion. bakery retail network in southeastern Europe, serving food and beverages to 36 million customers a year through 220 directly-owned stores in Croatia and Slovenia and via franchise In 2018, we advised Liberty Global, the world’s largest stores across ten countries. Mr. Skojo retained a stake in the international cable business, on the Czech, Hungarian, and business after the acquisition. Romanian aspects of Vodafone’s EUR 18.4 billion acquisi- tion of Liberty Global’s European assets, which included the acquisition of Liberty’s Unitymedia business in Germany, as In July 2018, we advised Coveris Holdings, a Sun Capital well as its UPC brand businesses across the Czech Republic, Partners portfolio company, on the EUR 700 million sale Hungary, and Romania. The team was led by Global Head of of its Global Rigid packaging business, consisting of manu- TMC Christ Watson and included CEE Partners Helen Rod- facturing sites in Poland, Ukraine, and Hungary, to Lindsay well, Lukas Janicek, Dora Petranyi, Aniko Kircsi, and Horea Goldberg. The complex transaction, a carve-out involving 15 Popescu. jurisdictions, was complicated by the contemporaneous sale of Coveris’s American operations to Canada’s Transcontinental. On its close, Coveris retained 25 strategically located manufac- In 2018, we advised major private equity house Cinven on turing facilities in five countries, a strengthened balance sheet, its acquisition Partner in Pet Food, a leading European pet and a total focus on its target market. food manufacturer, from Pamplona Capital Management. Headquartered in Hungary, PPF has nine manufacturing operations across Europe. The deal, led by Graham Conlon in In October 2017, we advised Mid Europa Partners in the CMS’ private equity practice, involved over 60 lawyers in seven acquisition of Profi Rom Food, Romania’s fastest-growing jurisdictions and was approved by the EC in July 2018. supermarket business. Dechert acted as lead transactional counsel and also advised on the acquisition financing. The transaction, which consisted of the acquisition of Profi Rom’s entire issued share capital, was carried out by competitive auction. The deal was Romania’s largest leveraged buyout and DECHERT largest retail transaction to date.

In March 2017, we advised Magyar Telecom on the sale of its holding in Hungary’s Invitel Group, a leading infrastruc- ture-based telco and IT service provider, to the CEE Equity In July, 2020, we advised the Republic of Albania, acting Partners-advised China CEE Investment Co-operation Fund. through its Ministry of Finance and Economy, on the issuance The sale valued the Invitel Group at an enterprise value of of EUR 650 million 3.50% Notes due 2027. The offering, EUR 202 million. Magyar Telecom is 51% owned by Mid which was almost five times oversubscribed, marked Alba- Europa Partners; the remaining shares are indirectly owned by nia’s first venture into the international capital markets since the holders of Magyar Telecom’s senior secured notes. October 2018, when Dechert advised on its inaugural Rule 144A offering, the seven-year EUR 500 million 3.50% Notes due 2025 and simultaneous EUR 200 million capped tender

CEE LEGAL MATTERS 53 NOVEMBER 2020 ILFS IN CEE

DLA PIPER

In 2017, we advised Wanfeng Auto Holding Group, a Chi- nese conglomerate specialized in engineering and manufactur- ing, on its acquisition of the Austrian aviation group Diamond Aircraft Industries GmbH. The transaction, which was one of the largest M&A transactions between China and Austria FRESHFIELDS on record, was successfully completed in December 2017. It involved Austria, Canada, Croatia, Germany, Slovakia, and the BRUCKHAUS DERINGER UK.

In 2016, we advised AB InBev on the sale of its businesses In 2020, we advised GS Engineering & Construction, a lead- in Poland, the Czech Republic, Slovakia, Hungary and Roma- ing global construction company based in South Korea, on the nia to Asahi for an enterprise value of EUR 7.3 billion. acquisition of 100% of the shares in Danwood Holding, the number-one manufacturer of prefabricated turnkey houses in Germany and Poland, from Polish Enterprise Fund VII, a pri- In 2018 and 2019, we advised Advent International on its vate equity fund managed by Enterprise Investors. The value acquisition of Zentiva, Sanofi’s European generics business, of the transaction is EUR 140 million. for EUR 1.9 billion and subsequently on Zentiva’s acquisition of the Central and Eastern European business of Alvogen, the global pharmaceutical company with leading market In 2016, we advised Orkla, an international leading FMCG positions in 14 key markets across CEE, including Romania, player in a multi-jurisdictional transaction for the acquisition Bulgaria, Hungary, Poland, and the Balkan markets. of Hame, a leading branded food company in the Czech Republic and Slovakia and with a strong position in Romania, Hungary and Russia. We worked closely with our colleagues in In 2018, we advised Cinven, the international private equity other international DLA Piper offices from Oslo, Prague, Bu- firm, on its acquisition of Partner in Pet Food, a leading dapest, Bratislava, Vienna, Moscow and Kiev. The deal value European pet food manufacturer, for an undisclosed amount. was approximately EUR 175 million. Headquartered in Hungary, PPF has nine manufacturing oper- ations across Europe. In 2020, we advised DS Smith on agreement to sell its Plas- tics division to Olympus Partners and its affiliate Liqui-Box In 2018, we advised Liberty Global plc, the world’s largest Holdings, including the sale of operating companies in 12 ju- international TV and broadband company, on the sale of its risdictions. This transaction perfectly demonstrates our firm’s operations in Hungary, Romania, the Czech Republic, and international reach and depth of expertise, [as it] involved cor- Germany to Vodafone for a total enterprise value of approxi- porate and other specialists working collaboratively with our mately EUR 19 billion. international network of DLA Piper offices and relationship firms in 11 jurisdictions and the client’s US counsel. From 2017-2020, we advised National Bank of Greece S.A. on its programme of divesting its international subsidiaries, In 2019, we advised NEQSOL on the acquisition of VF including disposals in Bulgaria (United Bulgarian Bank A.D. Ukraine (one of the largest local mobile network operators, – 2017), Serbia (Vojvodjanska Bank A.D. – 2017), Albania with around 20 million subscribers) from Russian telecom- (Banka NBG Albania Sh.A. – 2018), and Romania (Banca munications operator MTS Group for USD 734 million, Romaneasca S.A. – 2020). including USD 84 million of earn-out payment. The deal was named Deal of the Year in Ukraine by CEE Legal Matters and #1 among 10 largest M&A transactions in Ukraine in 2019 by InVenture investments analytics.

54 CEE LEGAL MATTERS WHAT’S THE DEAL NOVEMBER 2020

GREENBERG TRAURIG

In 2017, we advised Anheuser-Busch InBev on the Polish aspects of the sale to Japanese brewer Asahi Group Holdings, Ltd. of the businesses that prior to its combination with AB InBev were owned by SABMiller plc in Central and Eastern Europe (the Czech Republic, Hungary, Poland, Romania and HERBERT SMITH Slovakia) for EUR 7.3 billion. FREEHILLS In 2017, we advised CVC Capital Partners with respect to an agreement for the acquisition of Zabka Polska from Mid In 2019 (re-signed in 2020), we advised NEPI Rockcastle plc Europa Partners. The sale of Zabka is the largest ever transac- on the sale of subsidiaries owning a portfolio of office build- tion in the Polish food retail sector and the largest ever private ings in Romania to AFI Properties. It is believed to be the equity exit in Poland. The transaction was recognized as the largest deal in the Romanian real estate market and one of the 2017 CEE Legal Matters Deal of the Year for Poland. biggest real estate deals in the Central and Eastern European region in 2019 and 2020. In 2018, we advised BNP Paribas Group on the acquisition of the core banking business of Raiffeisen Bank Polska for In 2016, advised KKCG AG on the creation of a 75%-25% PLN 3.25 billion. The transaction was implemented through joint venture with EMMA Capital group. The transaction a demerger of Raiffeisen Bank Polska by spin-off of its involved an intra-group re-structuring process and financing core business to Bank BGZ BNP Paribas. The core business arrangements to aggregate all the lottery and gaming assets of excludes foreign currency retail mortgage loan portfolio and a both KKCG AG and EMMA groups into the joint venture limited amount of other assets. company, SAZKA Group.

In 2018, we advised Goldman Sachs International, through In 2019, advised an Asian investor on the acquisition from its affiliate Bricks Acquisition Limited, on a PLN 1 billion a US private equity firm of a portfolio of hotels across ten tender offer for 100% of the shares in ROBYG S.A., one of jurisdictions in Europe, including the CEE region. the leading Polish developers, followed by a squeeze-out of minority shareholders and the delisting of ROBYG S.A. from the Warsaw Stock Exchange. In 2019, advised a client in relation to its acquisition of three separate development stage biomass projects in Poland, including the relevant acquisition, shareholders’, and develop- In 2020, we acted as Polish legal counsel to the investment ment arrangements. banks in the initial public offering of shares in Allegro.eu and admission of Allegro shares to listing on the Warsaw Stock Exchange. The total value of shares amounted to PLN 9.2 bil- In 2019, advised Impilo, a European specialist healthcare lion and the capitalization of the company based on the IPO investment firm on the leveraged buyout of The Fertility is PLN 44 billion, bringing the value of the IPO to PLN 10.6 Partnership, one of the leading European providers of fertility billion, making it the largest IPO in Poland’s history. services ultrasound pregnancy scans and hormone treatments, with activities in the UK, Poland, and the Netherlands.

CEE LEGAL MATTERS 55 NOVEMBER 2020 ILFS IN CEE

SLAUGHTER & MAY ORRICK In May 2018, we advised Vodafone on the acquisition of Unitymedia in Germany and certain of Liberty Global’s opera- tions in the Czech Republic, Hungary, and Romania for a total enterprise value of EUR 18.4 billion. The transaction also won In 2016, we advised a consortium of international private CEE Legal Matters’ 2018 CEE Deal of the Year Award. equity firms including Bessemer Venture Partners, Columbia Capital, HarbourVest Partners, Innova Capital, MC Partners, and Oak Investment Partners, on the sale of Slovakian tele- In March 2019, we advised Marsh & McLennan on the sale communications provider Benestra to leading private equity of the global aerospace insurance broking business of Jardine house Sandberg Capital. Lloyd Thompson to Arthur J. Gallagher & Co. This deal cov- ered a large number of European countries, including Croatia, the Czech Republic, Hungary, Poland, and Romania, among In 2017, we advised CVC Capital Partners in respect of its others. leveraged acquisition of Zabka Polska, one of Poland’s largest chains of convenience stores, from Mid Europa Partners. No financial terms were disclosed. This deal was awarded the In December 2019, we advised Cineworld on its all-cash ac- inaugural Central and Eastern Europe Deal of the Year Award quisition of the entire issued and to-be-issued share capital of for Poland at the CEE Legal Matters “Deal of the Year” Cineplex at a price of 34 Canadian dollars per share, valuing Awards. the fully diluted equity of Cineplex at CAN 2.18 billion, with an implied enterprise value of CAN 2.8 billion. Cineworld is one of the world’s leading cinema groups, operating 9,498 In 2019, we advised Vostok Emerging Finance on the sale screens across 786 sites in the US, UK, Ireland, Bulgaria, the of its holding in iyzico to PayU Global B.V., the fintech arm Czech Republic, Hungary, Poland, Romania, Slovakia, and of Naspers Group. This is part of a broader sale agreement Israel. with iyzico’s venture investors with the full purchase valuation set at USD 165 million, payable upon closing of the trans- action. The sale remains subject to Turkish regulatory and In November 2016, we advised GE Capital on the sale of competition authority approvals. its remaining stake in Moneta Money Bank, which raised gross proceeds of approximately CZK 7.5 billion. In 2019, we advised Sprints Capital on its investment in Vinted’s EUR 128 million Series E financing round, valuing In January 2016, we advised the RWE utility group on Vinted at more than EUR 1 billion. The round was led by its successful defense of a USD 1.4 billion damages claim Lightspeed Venture Partners and also included Insight Venture brought by the Russian Sintez Group, owned by Russian Sen- Partners, Accel, and Burda Principal Investments. Based in ator Leonid Lebedev. The claim was governed by Russian law Lithuania, Vinted is the country’s first unicorn and is one of and arose out of RWE’s withdrawal from negotiations for a Europe’s largest second-hand apparel consumer-to-consumer joint venture to buy a controlling interest in one of Russia’s re- marketplaces. gional power generation companies, TGK-2. We also advised on associated litigation in multiple jurisdictions. In 2017, we advised Vitruvian Partners on the acquisition of an approximately 30% stake in Bitdefender, a global cyber-se- curity technology company founded and based in Romania. CMS and Norton Rose advised the target and seller group. The transaction valued the business at over USD 600 million.

56 CEE LEGAL MATTERS WHAT’S THE DEAL NOVEMBER 2020

WHITE & CASE STEPHENSON HARWOOD In 2019, we advised Takeda in connection with its agree- ment to divest a portfolio of select over-the-counter and prescription pharmaceutical assets in Russia, Georgia, Kazakh- stan, Armenia, Azerbaijan, Belarus, Kyrgyzstan, Tajikistan, Currently, we are representing the former shareholders of and Turkmenistan, which form part of Takeda’s Growth & Yukos Oil Company – Hulley Enterprises Limited, Yukos Emerging Markets Business Unit, to STADA Arzneimittel AG, Universal Limited and Veteran Petroleum Limited – in English for a total value of USD 660 million. proceedings to enforce a USD 54 billion arbitration award against the Russian Federation. To our knowledge, this is the largest ever enforcement claim brought before an English In 2019, we represented the PPF Group, a Czech-founded court. investment group investing into multiple market segments such as banking and financial services, telecommunications, biotechnology, insurance, real estate, and agriculture, on an In 2019, we advised Interpipe Limited, a large Ukraini- agreement to acquire Central European Media Enterprises an steel pipes and wheels producer, as lead counsel on the Ltd., which operates television stations in Bulgaria, the Czech restructuring of its entire debt portfolio – worth over USD 1 Republic, Romania, Slovakia, and Slovenia. billion, making it one of the largest and highest profile financ- ing transactions to close in the region in 2019. This involved debt owed or guaranteed by the Cypriot parent company and In 2018, we represented CTP, a leading commercial real producing and trading companies around the world. estate developer and manager of business parks in Central & Eastern Europe, on the EUR 450 million sale of a Czech logistics portfolio to Deka Immobilien. The portfolio consists In 2019, we advised the Siberian Coal Energy Company, of 36 A-Class buildings in prime locations in West Bohemia the largest producer of coal in Russia and a top ten produc- and the Prague region. This is one of the largest-ever real es- er globally, on a USD 1 billion pre-export financing from a tate transactions in the Czech Republic, and it was the largest lending syndicate led by Deutsche Bank. This was one of the logistics deal in CEE in 2018. largest financings into the Russian market this year and also one of the largest pre-export financings globally. In 2017, we advised PGE Polska Grupa Energetyczna S.A. on its PLN 4.51 billion (approximately USD 1.2 billion) In 2019, we acted for Igor Mints, a successful Russian busi- acquisition of the EDF Group’s assets in Poland. including nessman who co-owns an international investment manage- eight combined heat and power plants located in Trojmiasto, ment company headquartered in London, in a claim of USD Wroclaw, and Krakow, the Rybnik power station in Silesia, and 572 million against him, his father, his two brothers, and the almost 400km of heating network in four cities. This trans- former top managers and owners of two major Russian banks, action was one of the largest takeovers in the history of the Otkritie and Rost, by PJSC National Bank Trust and PJSC Polish power and heating market. Bank Otkritie Financial Corporation.

In 2020, we advised Zynga, Inc., a global leader in interactive In 2019, we acted on behalf of UK-based private equity entertainment and mobile gaming, on the acquisition of Peak firm Lehram Capital in its investment treaty arbitration claim Oyun Yazilim ve Pazarlama A.S., a Turkish gaming company, worth USD 500 million against the Russian Federation after for USD 1.8 billion, of which USD 900 million is payable in local officials in Russia expropriated a large mine in which cash, subject to adjustments, and USD 900 million is satisfied Lehram had invested. Described as “one of the most blatant by the issuance of Zynga common stock. The transaction rep- cases of unlawful state expropriation that have arisen in recent resents the largest acquisition of a Turkish start-up company years.” ever and makes Peak Turkey’s first technology “unicorn.”

CEE LEGAL MATTERS 57 NOVEMBER 2020 IN MEMORIAM

IN MEMORIAM: ASLI BASGOZ

White & Case LLP and GKC Partners in Turkey are mourning the Friday, October 2, passing of White & Case Partner Asli Basgoz.

By Guniz Gokce, Managing Partner, GKC Partners

Asli was the co-founder of White & Case’s office in Turkey in 1985 and served as a partner in the firm’s Global Mergers & Acquisitions Practice. Hugh Verrier, Chairman of White & Case LLP, in his tribute to he, said: “Asli was a pioneer in Tur- key, where she helped to build the White & Case practice into the market-leading position it holds today. She was the first woman elected to a leadership role in the firm’s more-than- 100-year history and the first woman to serve on its global Executive Committee.”

Asli had a passion for serving clients and led countless groundbreaking transactions. She worked across an unusually wide range of practices and industries and had a rare ability to nurture and maintain over many decades close relationships with clients. She was highly trusted not only for her advice, sound judgment and experience, but also for being fair-mind- ed in her treatment of others.

Asli was also a champion for women and diversity and a great mentor and role model for young professionals, legal or otherwise. She dedicated her life to supporting educational and charitable causes.

Asli was a true legal icon. Over her three and a half decades with the firm she was White & Case personified for the Turkish legal and business community. This kind of respect and recognition is a reflection of Asli’s total dedication, pro- fessionalism, fair mindedness and tireless mentoring. She is greatly missed.

White & Case is grateful for the huge outpouring of condo- lences and remembrances received from clients, former col- leagues and other law firms. Asli Basgoz left an indelible mark on an enormous number of people in Turkey and around the world.

58 CEE LEGAL MATTERS IN MEMORIAM NOVEMBER 2020

CEE LEGAL MATTERS 59 NOVEMBER 2020 ILFS IN CEE

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Excellence in CEE

— Only firm to be top ranked by Chambers Global for every CEE category — More M&A deals successfully completed than any other firm — 600+ lawyers across 17 CEE offices — Advising clients in CEE for over 30 years — More UK and US lawyers on the ground than CMS is an international law firm any other firm that helps clients to thrive through technical rigour, strategic expertise — German, English and local language advice and a deep focus on partnerships. from every office cms.law 60 CEE LEGAL MATTERS