CEE Legal Matters Round-Table: the Future for International Law Firms in CEE Roots in Revolution: Miller Canfield in Poland CEE Preliminary Matters
Total Page:16
File Type:pdf, Size:1020Kb
Year I, Issue 3 CEE June 2014 Legal Matters In-Depth Analysis of the News and Newsmakers That Shape Europe’s Emerging Legal Markets The 800 Pound Gorilla in The Room: Western Sanctions on Russia Across the Wire: Summary of Deals and Cases in CEE Market Spotlight: Russia Experts Review: Privatization and PPP/Infrastucture The Glass CEEling (Part II) CEE Legal Matters Round-table: The Future for International Law Firms in CEE Roots in Revolution: Miller Canfield in Poland CEE Preliminary Matters Legal Matters CEE Legal Matters Editorial: The Lingering In-Depth Analysis of the News and Newsmakers That Shape Europe's Emerging Legal Markets Legacy of Russia Russia, it need not be of large law firms that serve it. In our report on said, is enormous. the subject in this issue, Bill Reichert, the Manag- ing Partner of K&L Gates in Moscow, describes Russia is bigger than the Western sanctions on Russia as “The Gorilla Pluto. in the Room” – impossible to ignore, dangerous, and all anyone can talk about. Russia is huge. Similar adjectives can be used to describe Rus- I lived in Russia from sia itself, of course. And our Market Spotlight in 1995-1998, first in a this issue shines brightly on Russia, and includes small community out- interviews with several Russian General Counsel, side of Vladivostok an Expat on the Market Q&A with Dentons Sen- – eight hours ahead ior Partner and Russian expert Doran Doeh, and of the country’s capital – and then in Moscow more. itself. I was able to experience the excesses and wonders of that chaotic period, and I left for law In addition, just as the countries of CEE find it The Editors: school in the United States just as the ruble col- difficult to fully escape Russia’s shadow, many of David Stuckey lapsed and the country entered one of its darker the other articles and features in this issue seem [email protected] periods. affected by the history, power, and machinations Radu Cotarcea of the region’s – and the world’s – largest country. [email protected] But my memories are neither chaotic nor dark. The Experts Review feature in the issue focuses From the kind school teachers I worked with to on Privatization – a process which in many CEE the bright and eager young kids in the beach-side markets still, now decades after the fall of the Letters to the Editors: community I lived in, I was astounded by the Berlin Wall, involves the ongoing dismantling of kindness, hospitality, and hearts of the people I lingering communist (and primarily Moscow-im- If you like what you read in these met – obviously as large as the country they beat posed) infrastructure. The Top Sites feature con- pages (or even if you don’t) we in. I was changed by the experience, and I con- siders law firm websites in Hungary and Russia. really do want to hear from you. sider it a priceless and powerful part of my life. A Russian lawyer in Turkey takes over as Country Please send any comments, Manager of a Russian company in that country. criticisms, questions, or ideas to My personal experience is, perhaps, not particu- And the fascinating story of Miller Canfield’s be- us at: larly relevant – but the truth is, it’s impossible for gin- nings in Poland involve the Polish Solidar- [email protected] me to edit an issue focusing on Russia without ity movement in the late 1980s, as that country reflecting on those memories, those experiences, strove to break free of the Soviet grip. those people. And, after all, living in Russia ex- posed me to Eastern Europe for the first time – I Of course, there’s other important content in Disclaimer: also traveled to Prague during my stay in Moscow this issue as well. Part II of our “Glass CEEl- At CEE Legal Matters, we hate boilerplate – and I don’t doubt that my presence in this part ing” report on women in private practice in CEE disclaimers in small print as much as you of the world now can be tied to its affect on me. provides the perspectives and explanations of do. But we also recognize the importance of the “better safe than sorry” principle. law firms in the region on hiring practices and So, while we strive for accuracy and hope I’m not the only one who watches Russia, and partnership promotions. The 2014 CEE Legal Matters General Counsel Best Practice Handbook is almost here. This year’s guide will to develop our readers’ trust, we nonethe- we transition awkwardly from the personal to contain useful information gathered from leading in-house counsel throughout the region on best practices, less have to be absolutely clear about one thing: Nothing in the CEE Legal Matters the professional: from Russia’s affect on a young And the issue is, as always, full of news about time management strategies, and other advice on how best to succeed at this most critical role. This year’s GC magazine or website is meant or should American in the mid-90s to Russia’s affect on the law firm office openings and closings, new alli- be understood as legal advice of any kind. global business community in the middle years of ances, practices, and business models, our regular Advisory Board consists of: Readers should proceed at their own risk, and any questions about legal assertions, this decade. summary of all the deals from CEE reported in Florin Dumbrava: Legal Director at Dalkia Romania Gordon Finlayson: General Counsel at HBO Europe conclusions, or representations made the last two months, and much more. The issue in these pages should be directed to the person or persons who made them. In fact, the tremors that affect the Russian econo- is packed with valuable information, and the pro- my and its powerful political and business leaders Oraz Dursyev: Legal Director, Compliance Officer Pal Kara: Vice-president for Legal and General We believe CEE Legal Matters can serve cess of gathering it, compiling it, and presenting CEE at Anheuser-Busch InBev Russia Counsel (Chief Legal Counsel) at MOL Group as a useful conduit for legal experts, and are felt far outside of Russia’s enormous borders. for our readers it has been exciting. we look forward to expanding our capacity And as a result, the sanctions that the West has to do so in the future. But now, later, and Agnieszka Dziegielewska-Jonczyk: Country Legal Andras Mohacsi: Global Commercial Compliance for all time: We do not ourselves claim to imposed on Russia in recent months as a result of Now. Enjoy the World Cup. Enjoy the summer. know or understand the law as it is cited its accession of Crimea, and the possibility of ad- And enjoy this June issue of the CEE Legal Mat- Counsel at Hewlett-Packard Poland Counsel at British American Tobacco in these pages, nor do we accept any re- sponsibility for facts as they may be as- ditional sanctions that may appear in the future, ters magazine. The 2014 CEE General Counsel Best Practices Handbook belongs on every lawyer’s desk. Contact CEE Legal serted. are of enormous significance to the global busi- ness community -- and therefore to the dozens David Stuckey, Executive Editor Matters to advertise or pre-order today. CEE Legal Matters 3 Preliminary Matters Contents Guest Editorial: Expect the Unexpected Preliminary Matters 2 - 5 sian or Ukrainian or both when looking Rethinking the subjective feeling of 2 Editorial: The Lingering Legacy of Russia into merger control scenarios in a current comfort transaction on the group level? Ignoring 4 Guest Editorial: Expect the Unexpected the authority of either of the two may Until earlier this year, I, for one, had the have a negative impact on your client’s impression that the current international remaining business in Ukraine or Rus- framework provided reasonable pro- Across the Wire 6 - 17 sia, whichever authority has been disre- tection for investments in CEE. Most On The Move garded. countries had signed a reasonable num- 6 Legal Ticker: Summary of Deals and Cases ber of BITs and had already experienced Hogan Lovells and Norton Rose The muddy crystal ball their first ICSID trials. With the events Fulbright Give Up in Prague (Page 12) 12 On the Move: New Homes and Friends in Crimea, I have had to rethink my sub- The events in Ukraine and in particular in jective feeling of comfort. How should Crimea remind us that in CEE even the one proceed in case of an expropriation Legal Matters 18 - 37 most diligent research will not guarantee of assets located in Crimea? Go against the ability to anticipate what will happen Ukraine, which in fact does not exercise even during the relatively short period of power there anymore? Against the Rus- 18 Legal Matters: The Frame time that typically takes place between sian Federation, given the fact the signing and the closing of a pretty 21 Inside Insight: Interview with Ilshat Timeryanov standard M&A transaction. This makes that no EU country has recognized the The last couple of months have taught it even more important to provide con- splitting off of Crimea and its integration 23 Roots in Revolution: Miller Canfield in Poland legal practitioners in CEE (including tractual mechanisms that offer reason- into the Russian Federation? One could Russia and Turkey) that this region re- able protection for both parties to a deal: argue that protection and justice may cur- 26 Moving In, Moving On The Glass CEEling quires quite a bit of foresight when ad- the purchaser will need to have some say rently only be sought in the courts of the vising on transactions of any kind: the once certain assets of the transaction are Republic of Crimea and of the Russian 28 Behind the Deal: LEGO’s New Plant in Connecting the Dots: Part Two of The de-facto occupation and integration of suddenly in a territory over which the Federation.