R. Macedonia


Banking and Finance

  • Assisted EBRD in rendering and facilitating a loan of EUR 55 million to Tutunska Banka AD (2006);
  • Assisted Standard Bank plc. in a credit facility of up to USD 35 million granting a loan to companies related to a local metal producer (2006);
  • Assisted Depfa Bank in extending a loan of EUR 41 million to a Macedonian power production company (2006);
  • Acted as legal counsel to EBRD in the equity investment in TTK Banka AD Skopje (2006);
  • Assisted Rosbank S.A. Switzerland in a creation of security for loans extended to a Macedonian company (2006);
  • Acted as legal counsel to EBRD in the loan transaction to Vitaminka AD Prilep (2007);
  • Assisted Bank Austria Creditanstalt in a creation of security for loans extended to a Macedonian company (2007);
  • Acted as legal counsel to EBRD in the syndicated loan transaction with Tutunska Banka AD Skopje (2007);
  • Advised EBRD and other selling shareholders on the sale of Export and Credit Bank AD Skopje (2008);
  • Acted as legal counsel to EBRD in the equity transaction with Tikves AD Kavadarci (2008);
  • Acted as legal counsel to EBRD in the equity transaction with Tinex DOO Skopje (2008);
  • Acted as legal counsel to EBRD in the equity and loan transaction with Vitalia DOO Skopje (2008);
      • Acted as local counsel to HSBC as a manager of the issuance of Macedonian Government notes in the amount of EUR 175 million (2009);
      • Assisted Marfin Egnatia Bank in creation of security for loans extended to a Macedonian company (2009);
      • Acted as local counsel to EBRD in a loan transaction to Tikves AD Kavadarci (2009);
      • Acted as local counsel to EBRD in a loan transaction to Zdravje Radovo DOO (2009);
      • Advised Merrill Lynch Commodities Europe on commodities trading rules (2009);
      • Advised Citi Markets and Banking on derivative products trading in Macedonia (2009);
      • Assisting IFC and EBRD in securing its EUR 90 million loan to a local energy company (2009);
        • Assisting EBRD in a project for equity participation and financing of a land development project in Skopje (2010);
        • Assisting Faktor Banka in financing a factoring company in Macedonia (2010);
        • Providing legal support to EBRD in lending loans to two local banks (deal value: EUR 11 million) (2010);
        • Assisting UniCredit Bank Austria in the refinancing of Soravia Group with regards to loans extended to its subsidiaries in Macedonia (2010);
        • Assisting Banco Espírito Santo Investimento S.A. in creation of security interest over borrower’s assets located in Macedonia (2010);
        • Assisting TAV Holdings in a project financing for the concession of three airports (deal value: EUR 90 million) (2010);
        • Advising HSBC as a manager in the issuance of 2010 Macedonian Government bonds in the amount of EUR 250 million (2010);
        • Acted as legal counsel to International Finance Corporation in a loan transaction with Tutunska Banka AD Skopje (2010);
        • Providing local legal support and legal opinion to ING Bank in a project financing the supply of medical equipment to public health institutions (deal value: EUR 43 million) (2010);
          • Advising Citibank and Deutsche Bank as lenders financing the Republic of Macedonia with EUR 130 million (2011);
          • Advising EBRD in financing a mall development in Skopje with up to EUR 18.9 million (2011);
          • Advising EBRD in financing the City of Skopje in an urban transport project with up to EUR 5.6 million (2011);
          • Advising EBRD on financing NLB Tutunska Banka with up to EUR 4 million (2011);
          • Advising EBRD on financing Sparkasse Macedonia Bank with up to EUR 5 million (2011);
          • Assisted UniCredit Bank Austria AG in amending the security of its loans to Soravia Macedonia (2011).

                                                                                                                                          Bankruptcy and Restructuring

                                                                                                                                          • Assisted Sony in corporate restructuring in Macedonia (2011).

                                                                                                                                            Capital Markets

                                                                                                                                            • Advised Citi Markets and Banking on derivative products trading in Macedonia (2009);
                                                                                                                                            • Advising BNP Paribas on local legislation on derivatives trading (2011).

                                                                                                                                            Competition and Antitrust

                                                                                                                                            • Represented Philip Morris Skopje and its distributors in a process initiated by Makedonija Tabak 2000 DOO, being the first Macedonian lawyers engaged in a procedure at the Monopoly Administration;
                                                                                                                                            • Acted as legal advisor to the Deutsche Telekom Group in relation to a mandatory divestment of the local mobile telecom operator Cosmofon;
                                                                                                                                            • In the absence of statistics, Polenak Law Firm believes to have filed the largest number of notifications for concentrations in international transactions;
                                                                                                                                            • Performing several competition clearances for international clients, including an acquisition of a hospital and multijurisdictional acquisitions (2011).

                                                                                                                                            CONSUMER PROTECTION

                                                                                                                                            • Advising Carrefour - CMB Bulgaria EAD on consumer law requirements regarding operations of hypermarkets and advertising;
                                                                                                                                            • Advising Apple on terms and conditions for App Store;
                                                                                                                                            • Advising Herbalife regarding requirements concerning food, food supplement and cosmetic product;
                                                                                                                                            • Advising NIKE on product labeling for various product types;
                                                                                                                                            • Advising Inditex on consumer law requirements and advertising.

                                                                                                                                            Corporate and M&A

                                                                                                                                            • Assisted the Magyar Telekom subsidiary Makedonski Telekomunikacii AD Skopjein the purchase of treasury shares (2006);
                                                                                                                                            • Assisted DROGA-KOLINSKA in the process of acquisition of Slovin Jugokokta AD Skopje, completed in March 2006, including legal due diligence of the company (2006);
                                                                                                                                            • Assisted Delta M DOO Beograd in the acquisition of a local company dealing with marble (2006);
                                                                                                                                            • Assisted North Asset fund in the acquisition of a local company dealing with marble excavations (2007);
                                                                                                                                            • Assisted the Israeli company Matrix I.T. Ltd. in the process of acquisition of the IT company Unikoders DOO Skopje, completed in 2007, including legal due diligence of the company (2007);
                                                                                                                                            • Assisted Bulgarian cable TV operator in the attempt to acquire 13 cable operators in 2007, including legal due diligence of the companies (2007);
                                                                                                                                            • Assisted a Serbian company in its attempt to acquire a joint stock company in December 2007, including legal due diligence of the company (2007);
                                                                                                                                            • Assisted J&T Finance Group to acquire a joint stock company, including legal due diligence of EMO Ohrid (2007);
                                                                                                                                            • Acted as local counsel in structuring the takeover procedure for Stopanska Banka AD Bitola for a subsidiary of AIG (2007);
                                                                                                                                            • Performed due diligence of MZT Hepos Skopje for Wabtec (2008);
                                                                                                                                            • Performed due diligence of Lotarija na Makedonija for Novomatic Austria (2008);
                                                                                                                                            • Performed due diligence of Eurogipsum Debar for Saint Gobain (Rigips) (2008);
                                                                                                                                            • Assisted EQT Partners in the acquisition of a local cable operator and preparation of security agreements (2009);
                                                                                                                                            • Assisted NBGI Private Equity Limited in the acquisition of a local marble company FHL Mermeren Kombinat Prilep (2009);
                                                                                                                                            • Structured a merger for a large telecom operator and its subsidiary (2009);
                                                                                                                                            • Advising on merger of a hotel operator and its related entities (2009);
                                                                                                                                            • Assisted HYPO Investment Bank in structuring the acquisition of a major participation in a local bank (2009);
                                                                                                                                            • Performed due diligence of Tus Makedonija for a Slovenian client (2009);
                                                                                                                                            • Assisted EBRD and IFC in selling their equity in a local bank (EUR 34 million) to NBG, including drafting the transaction documents (2010);
                                                                                                                                            • Assisting Camelot Group from Russia in the acquisition of a local ferro-silicia producer, including due diligence, drafting and negotiating the SPA, and competition clearance (2010);
                                                                                                                                            • Assisted ABB group in the Macedonian part of the acquisition of the Croatian engineering group Exor, including competition clearance (2010);
                                                                                                                                            • Performed due diligence of Tus Holdings’ subsidiaries in Macedonia (2010);
                                                                                                                                            • Performed due diligence of subsidiaries of Droga Kolinska Group for a perspective buyer (2010);
                                                                                                                                            • Advising the sellers in the sale of remaining shares in the local brewery to The Coca-Cola Company and Heineken for EUR 78 million (2011);
                                                                                                                                            • Providing local support to the Serbian company Nectar in acquiring Fructal in Slovenia (2011);
                                                                                                                                            • Advising EBRD on an exit through sale of shares to Turkiye Halk Bankasi for EUR 10.3 million (2011);
                                                                                                                                            • Advising the insurance company Triglav in corporate matters (2011);
                                                                                                                                            • Acting as Macedonian counsel by assisting Allen & Overy in advising the potential purchaser of a Slovenian transportation company (2011);
                                                                                                                                            • Acting as local legal advisor of a potential buyer of Duropack, including performing due diligence of the Macedonian subsidiary (2011);
                                                                                                                                            • Advising Citibank (South Dakota) N.A on the feasibility of setting up a corporate card program (2011);
                                                                                                                                            • Performing several competition clearances for international clients, including an acquisition of a hospital and multijurisdictional acquisitions (2011).

                                                                                                                                                                            Corporate Governance and Compliance

                                                                                                                                                                            • Advised Avon Cosmetics on corporate matters;
                                                                                                                                                                            • Provides continuous legal support to Johnson Controls in corporate matters;
                                                                                                                                                                            • Advising Cisco Systems on corporate matters;
                                                                                                                                                                            • Provides continuous legal support to Herbalife in Macedonian law matters;
                                                                                                                                                                            • Establishing companies, registering corporate changes, representative offices and conducting liquidation procedures for many international companies, including Siemens, Agrokor, EVN, RWE, PORR Constructions, Alcatel Lucent, Johnson Controls, Sony, Philip Morris, Schering-Plough, Avon Cosmetics, Cisco Systems, KBC Securities, Subaru, and many others;
                                                                                                                                                                            • Advising Makedonski Telekom (subsidiary of Magyar Telekom) on procurement and real estate projects, as well as corporate and regulatory matters (2011);
                                                                                                                                                                            • Advising Herbalife on local regulation applicable to its promotional activities and corporate structuring (2011);
                                                                                                                                                                            • Advising Citibank (South Dakota) N.A on the feasibility of setting up a corporate card program (2011);
                                                                                                                                                                            • Advised Apple in connection with a local regulation applicable to its products (2009 – 2010);
                                                                                                                                                                            • Preparation and review of internal regulation for compliance check.

                                                                                                                                                                            Data Protection

                                                                                                                                                                            • Advising Apple on terms and conditions for App Store;
                                                                                                                                                                            • Preparing company bylaws for data protection for Inditex.

                                                                                                                                                                            Employment and immigration

                                                                                                                                                                            • Providing permanent legal advice to Philip Morris Skopjein relation to certain legal issues and keeping the procedures for employment and work of foreigners;
                                                                                                                                                                            • Preparation of employment agreements for Cisco Systems Macedonia Skopje;
                                                                                                                                                                            • Providing permanent legal advice to Johnson Controls Skopje Macedonia;
                                                                                                                                                                            • Providing permanent legal advice to TAV Macedoniain relation to certain legal issues and representation in the court litigations regarding the employment issues;
                                                                                                                                                                            • Preparation of a legal opinion for Elbit Systems Ltd., Israelfor labour relation legal framework; preparation of employment and manager agreements and keeping the procedures for employment and work of foreigners;
                                                                                                                                                                            • Providing legaladvice to PORR Macedonia in relation to certain legal issues;
                                                                                                                                                                            • Preparation of a legal opinion for Wizz Air Hungary Ltd in relation to the procedures for employment and work of foreigners and keeping these procedures;
                                                                                                                                                                            • Preparation of a legal opinion for Carrefour for labour relation legal framework and legal assistance in procedures for employment and work of foreigners;
                                                                                                                                                                            • Providing legal advice to Johnson Matthey Plc.in relation to certain legal issues;
                                                                                                                                                                            • Providing legal advice to Colgate-Palmolive Adria DOO Ljubljana - Branch office Skopje in relation to certain legal issues;
                                                                                                                                                                            • Providing a legal opinion to WINNER Life – Vienna Insurance Group – Skopje in relation to the procedure for employment and work of foreigners and processing the procedures;
                                                                                                                                                                            • Providing legal advice to EVN Macedonia in relation to certain legal issues and representation in court litigations regarding employment issues.

                                                                                                                                                                            Energy and Renewables, Utilities and Natural Resources

                                                                                                                                                                            • Assisted RWE in the tender process for construction of two HPP’s, drafting a joint venture structure and a power purchase agreement;
                                                                                                                                                                            • Assisted Ratia Energy in the process of acquiring a licence for trading with electricity;
                                                                                                                                                                            • Advised EVN AG on several matters related to its investment in the power distribution company in Macedonia;
                                                                                                                                                                            • Assisted RWE in the preparation of a summary of regulation related to construction of an HPP and concession documentation, including a general memorandum on the Macedonian legal framework regarding hydro power plants;
                                                                                                                                                                            • Advised EBRD and IFC on a loan transaction to the Macedonian distribution company owned by EVN AG; drafted the documentation as security for a EUR 90 million loan, including mortgages, pledge of movables, security over bank accounts, pledge of shares;
                                                                                                                                                                            • Acted as legal counsel to EBRDin the process of pre-privatisation of the Macedonian Power Supply Company - a very specific transaction, involving a deferred share sale contract;
                                                                                                                                                                            • Assisted in the presentation and implementation of legislation regulating all issues surrounding the construction and use of pipelines;
                                                                                                                                                                            • Participated in the tender procedure for TEC Negotino as legal counsel to EVN AG;
                                                                                                                                                                            • Participated in several tender procedures, such as the public procurement of electricity by Electric Power Company of Macedonia JSCo on behalf of Istrabenz-Gorenjed.o.o. Ljubljana and the tender procedure for sale of assets in liquidation of companies.

                                                                                                                                                                                  Environment

                                                                                                                                                                                  • Assisting ASA International Environmental Services in a PPP structure for several cities in Macedonia.

                                                                                                                                                                                  Gaming

                                                                                                                                                                                  • Advising Carrefour and preparing documentation and representation before relevant authorities for obtaining a permit for organising a contest (reward game);
                                                                                                                                                                                  • Advising K.A.K. DOO Skopje, which owns two local casinos, on licensing and tax issues.

                                                                                                                                                                                  Infrastructure

                                                                                                                                                                                  • Advising EBRD on financing construction of a boulevard in the City of Skopje.

                                                                                                                                                                                  Insurance

                                                                                                                                                                                  • Performed due diligence of a local insurance company for Zavarovalnica Triglav dd;
                                                                                                                                                                                  • Assisting Vienna Insurance Group in a creation of a local life insurance company in 2010;
                                                                                                                                                                                  • Acted as local legal counsel to Vienna Insurance Group in the inter-company share transfer of a local insurance company;
                                                                                                                                                                                  • Acted as local legal counsel to TBIH, Austrian insurance company, in the transaction acquisition of a local insurance company Sigma AD Skopje;
                                                                                                                                                                                  • Acted as local legal counsel to UNIQA, Austrian insurance company, in the transaction for an acquisition of a local insurance company Sigal AD Skopje;
                                                                                                                                                                                  • Performed due diligence of a local insurance company for UNIQA, an Austrian insurance company;
                                                                                                                                                                                  • Acted as local legal counsel to Pozavarovalnica SAVA Re, a Slovenian insurance company, in the process of acquisition of the local insurance company Tabak Osiguruvanje AD Skopje, closed in December 2006;
                                                                                                                                                                                  • Assisting Vienna Insurance Group, an Austrian insurance company, in the acquisition of a local insurance company;
                                                                                                                                                                                  • Assisting SAVA Re, a Slovenian insurance company, in the attempt to acquire INSIG, an Albanian insurance company; dealing with Macedonian regulatory matters and due diligence of the Macedonian subsidiary;
                                                                                                                                                                                  • Acted as legal counsel for the shareholders establishing the insurance company Eurolink AD Skopje;
                                                                                                                                                                                  • Provided legal assistance in licensing executive management in insurance companies;
                                                                                                                                                                                  • Assisting shareholders in creation of life and non-life insurance;
                                                                                                                                                                                  • Representing foreign insurance companies and agencies in collection cases;
                                                                                                                                                                                  • Answering questionnaires for Zurich Insurance Company, on the regulatory framework;
                                                                                                                                                                                  • Experience in litigation involving insurance companies, representing the insurance company or the insured party;
                                                                                                                                                                                  • Preparation and review of internal regulation for compliance check;
                                                                                                                                                                                  • Performed all competition work in the M&A transactions referred to in this sector;
                                                                                                                                                                                  • Participated in the operations of the Board of Directors of several insurance companies, either as members or as advisors, in order to assist the shareholders to restructure the operations of the company. However, these were temporary assignments, until the client considered that our presence is necessary.

                                                                                                                                                                                  Intellectual Property

                                                                                                                                                                                  • Acted as local legal counsel to Philip Morris International for IP matters;
                                                                                                                                                                                  • Broad experience in IP litigation.

                                                                                                                                                                                  Litigation and Arbitration

                                                                                                                                                                                  • In the long and fruitful practice of our lawyers in the Macedonian courts, Polenak Law Firm has supported and represented many local and international companies. Polenak Law Firm’s vast experience in litigation includes some of the highest profile cases in criminal, civil and commercial litigations;
                                                                                                                                                                                  • Arbitration under ICSID and ICC for EVN AG in the case against the Republic of Macedonia;
                                                                                                                                                                                  • Arbitration under UNCITRAL for Duferco SA in a commercial matter;
                                                                                                                                                                                  • Assisted Duferco SA in an international arbitration (2011);
                                                                                                                                                                                  • Acting as local counsel to Cosmote Mobile Telecommunications SA in an international arbitration with Telekom Slovenije (2011).

                                                                                                                                                                                  Pharmaceutical and Health Care

                                                                                                                                                                                  • Acted as an ad hoc legal counsel to Amgen in relation to the general legal framework for marketing authorisation issues (2005 – 2008);
                                                                                                                                                                                  • Acted as an ad hoc legal counsel to Berlin-Chemie in relation to the general legal framework for marketing authorisation and other legal issues (2005 – 2009);
                                                                                                                                                                                  • Acted as an ad hoc legal counsel to Teva in relation to several different topics in pharmaceutical law including competition law issues (2007 – 2009);
                                                                                                                                                                                  • Providing a legal advice to Merit in relation to the general legal framework for marketing authorisation (2008);
                                                                                                                                                                                  • Acted as an ad hoc legal counsel to World Clinical Trials in relation to several different topics of the pharmaceutical law (2008 – 2009);
                                                                                                                                                                                  • Acted as legal counsel to Merck and Schering Plough on non-exclusive basis in relation to several different topics of the pharmaceutical law (2010);
                                                                                                                                                                                  • Participated in an M&A project for McKesson Corporation, USA (2010).

                                                                                                                                                                                    Privatisation

                                                                                                                                                                                    • Acted as legal counsel to EBRD in the process of pre-privatisation of the Macedonian Power Supply Company - a very specific transaction, involving a deferred share sale contract.

                                                                                                                                                                                    Public Procurement and PPP

                                                                                                                                                                                    • Assisted TAV Airports Holding in 2009 by rendering legal opinions on the concession agreement for the Macedonian airports and the implementation thereof;
                                                                                                                                                                                    • Assisting ASA International Environmental Services in a PPP structure for several cities in Macedonia;
                                                                                                                                                                                    • Assisting RWE, in the structuring of a PPP documentation regarding construction and operation of two hydro-power plants;
                                                                                                                                                                                    • Assisting Aqualia in a PPP structure for several cities in Macedonia;
                                                                                                                                                                                    • Assisting Cimsa Cement in a tender process for a concession in mining;
                                                                                                                                                                                    • Advising Makedonski Telekom (subsidiary of Magyar Telekom) on procurement and real estate projects, as well as corporate and regulatory matters (2011).

                                                                                                                                                                                    Real Estate

                                                                                                                                                                                    • Advising Colliers in a project related to land development;
                                                                                                                                                                                    • Advising International Hotel Licensing Company S.à r.l., a subsidiary of Marriott International, Inc., on a Management Agreement for a hotel in Skopje, including supplementary documentation and limited due diligence of the local partner;
                                                                                                                                                                                    • Assisting Merrill Lynch in a transaction for real estate development;
                                                                                                                                                                                    • Assisting Agrokor in entering a long term lease agreement;
                                                                                                                                                                                    • Assisting B.S.R. Europe LTD Gibor Sport Tower in the public tender for sale of the real estate;
                                                                                                                                                                                    • Preparation of a due diligence report on behalf of Karadeniz Holdings AS for the real estate of AD OHIS Skopje;
                                                                                                                                                                                    • Participation in a tender for purchase of a building in the center of Skopje for NLB Leasing;
                                                                                                                                                                                    • Assisting NLB Leasing in negotiating and drafting of documents for financing a construction of a building for the NLB Group in Skopje;
                                                                                                                                                                                    • Assisting a large international company in a real estate deal in Skopje (2011);
                                                                                                                                                                                    • Advising Makedonski Telekom (subsidiary of Magyar Telekom) on procurement and real estate projects, as well as corporate and regulatory matters (2011).

                                                                                                                                                                                      Tax

                                                                                                                                                                                      • Representation of Philip Morris in tax and customs disputes;
                                                                                                                                                                                      • Representation of Makedonski Telekom in tax disputes.

                                                                                                                                                                                      Telecommunications and Media

                                                                                                                                                                                      • Performed due diligence of a local cable operator for an international client (2008);
                                                                                                                                                                                      • Advising Nokia in relation to its products distributed in Macedonia (2008);
                                                                                                                                                                                      • Advising FOX Channels in competition issues and TV rights (2009 – 2010);
                                                                                                                                                                                      • Assisted Deutsche Telekom in the procedure with the Macedonian Competition Authorities, following the acquisition of OTE, the Greek telecommunication operator (2009 – 2010);
                                                                                                                                                                                      • Provided legal support to the Deutsche Telekom/ Magyar Telekom subsidiaries in Macedonia on particular assignments (2009 – 2010);
                                                                                                                                                                                      • Advised Yahoo! on mobile search services (2009 – 2010);
                                                                                                                                                                                      • Assisting the investment fund EQT in the acquisition and financing of a local cable operator CableTel (2009 – 2010);
                                                                                                                                                                                      • Advised Amazon in relation to the License Agreement for its applications (2009 – 2010);
                                                                                                                                                                                      • Advised Apple in connection with a local regulation applicable to its products (2009 – 2010);
                                                                                                                                                                                      • Advising Mid Europa Fund and its subsidiaries on financing of Total TV and regulatory framework (2009 – 2010);
                                                                                                                                                                                      • Advising Samsung Electronics Ltd. on the disclaimers, end-user terms and conditions, and privacy policy used in connection with its services, including IPTV (2009 – 2010);
                                                                                                                                                                                      • Advising Nokia in relation to its products distributed in Macedonia (2009 – 2010);
                                                                                                                                                                                      • Acting as local counsel to Cosmote Mobile Telecommunications SA in an international arbitration with Telekom Slovenije (2011).

                                                                                                                                                                                          Other Matters

                                                                                                                                                                                          AVIATION

                                                                                                                                                                                          • Acted as legal counsel to MAT, the only Macedonian national carrier, since its creation until 2007, covering full range of legal services related to corporate work and aviation matters (regulatory, licensing, etc.);
                                                                                                                                                                                          • Assisted Lockeed Martin along with Baker & McKenzie;
                                                                                                                                                                                          • Acting as local legal counsel and working together with Clifford Chance, advised a client on leasing two aircrafts to local air carriers;
                                                                                                                                                                                          • Participated in enforcement over an aircraft.

                                                                                                                                                                                          Polenak Law Firm is also experienced in IT and Aviation Law.

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