Serbia


Banking and Finance

  • Advised EBRD onreview under Serbian law of the LMA facility agreement (EUR 35 million) with Nectar for the financing of acquisition of Slovenian Fructal and drafting of Serbian security documentation;
  • Advised Alpha Bank on a review under Serbian law of EUR 50 million loan facility;
  • Advised Bank of Moscow on a USD 75 million loan facility to the Serbian state-owned company Srbijagas;
  • Advised Bank of Moscow on a USD 50 million loan facility to the Serbian state-owned company Srbijagas;
  • Advised CVC Capital Partnerson a cross-border acquisition loan and related security, forex and financial assistance issues, in relation to the acquisition of Apatinska brewery in Serbia and Nikšićka brewery in Montenegro;
  • Advised Aviv-Arlonon financing of real estate development projects in Serbia;
  • Provided EBRDwith a capacity and enforceability legal opinion in connection with trade finance guarantees;
  • Provided MKB Bank with a Serbian law review of a loan facility related to acquisition of shares in OTP Banka.

Bankruptcy and Restructuring

  • Advised KBC Corporate Finance on a sale of Serbian distressed property to two foreign banks;
  • Advised Chemikalienon cross-border insolvency issues and disposal of Serbian property of the Austrian bankruptcy debtor;
  • Negotiating a work-out on behalf ofMontana Gas with a Serbian trade debtor.

Capital Markets

  • Advised Eurobank EFG Serbiain connection with frozen foreign currency bonds;
  • Advised Goldman Sachson investment services by foreign banks in Serbia;
  • Provided EFET with alegal opinion on the enforceability of EFET General Gas and Power Agreements under Serbian law;
  • Provided EFG Bank with alegal opinion on compatibility of ISDA Master Agreement with Serbian laws and analysis of local regulations applicable to various aspects of trade with OTC derivatives under the auspices of ISDA Master Agreement;
  • Provided Deutsche Bank with alegal opinion on the compatibility of ISDA Master Agreement with Serbian laws and analysis of local regulations applicable to various aspects of trade with OTC derivatives under the auspices of ISDA Master Agreement;
  • Assisted Banca Intesain drafting Schedule to the ISDA Master Agreement and legal opinion on enforceability of the ISDA Master Agreement under Serbian law;
  • Provided Alpha Bank with adetailed legal analysis of compatibility of ISDA Master Agreement with Serbian laws and analysis of local regulations applicable to various aspects of trade with OTC derivatives under the auspices of ISDA Master Agreement, and detailed analysis of enforceability of 1995 ISDA Credit Support Annex (Bilateral Form – Transfer) with Serbian law;
  • Advised HSBCon the regulatory regime related to bonds and derivatives trading;
  • Advised Goldman Sachson investment services by foreign banks in Serbia.

Competition and Antitrust

  • Represented Nestlein the merger approval proceedings in connection with the acquisition of the Serbian manufacturer of food products, Centroproizvod;
  • Advised Philips in connection with exclusive distributorship agreements and termination of certain distributorship agreements in Serbia as part of an overall makeover of the distribution policy of Philips;
  • Advising TV Antenna on acquisition of Montenegrin company AST holding TV and Radio license; advised the client in relation to competition issues and assisted in obtaining merger clearance in Serbia and Montenegro; Serbian merger clearance was specific as it involved an outbound acquisition;
  • Review and analysis of the distribution agreement of Coca-Cola HBC with Heineken.

CONSUMER PROTECTION

  • Advising Coca Cola HBC in relation to the charges of the Serbian Competition Commission for the abuse of dominant position;
  • Advising Moneygram on compliance of vertical agreements with the banks;
  • Advising global car producer in relation to competition law aspects of information exchange arrangements.

Corporate and M&A

  • Advised Nestle Group on the acquisition of Serbian food and beverage producer Centroproizvod;
  • Advised CVC Capital Partners on the acquisition of Apatinska brewery in Serbia and Nikšićka brewery in Montenegro (part of an acquisition of the entire CEE business of Anheuser Busch Inbev, with total deal value of USD 3 billion);
  • Advised Atlantic Grupa on the acquisition of the major Serbian confectionary & beverage company (part of an acquisition of Droga Kolinska, with total deal value of USD 0.7 billion);
  • Advised Belgian Crops’, frozen food manufacturer, on establishment of a JV with Serbian partner. The transaction comprised establishment of local company, investment of production facility by local partner, acquisition of 50% of share capital by Crops’ and drafting of sustainable shareholders’ agreement and other transaction documents;
  • Advised Bongrain onthe acquisition of two dairy plants in Serbia;
  • Advised Malteries Soufflet on the acquisition of the largest Serbian malt producer;
  • Advised Royal Friesland Campina by performing due diligence of dairies in Serbia (Mlekara Subotica and Imlek) owned by PE fund Salford;
  • Advised Electrawinds, a Belgian company, on a JV with a Serbian company for production of renewable energy;
  • Representing the Government of Serbia in the joint venture arrangement with FIAT, JV with Fiat (deal value EUR 700 million);
  • Advising Telvent on a corporate JV with a Serbian software developer through acquisition of a minority stake and subsequent capital increase;
  • Advised the PE fund Greenhouse Investments on theacquisition of two Serbian ISPs: Neobee and Mediaworks;
  • Advised Marfin Investment Group on areal estate JV with Serbian company Verano Motors for acquisition of Robne Kuce Beograd, a major retail store chain in Serbia (deal value: EUR 360 million);
  • Advised Danaher Corporationon an acquisition of the Hungarian company, ACIS Kft and its Serbian subsidiaries engaged in the business of fuelling systems construction;
  • Advising the minority shareholder of KBC Corporate Finance d.o.o. in the acquisition of the remaining capital from KBC Securities NV;
  • Advised EFG Eurobank on the acquisition of and subsequent merger with Nacionalna štedionica;
  • Advised OTP Bank on themerger of three Serbian banks;
  • Advised EFG Eurobank on the acquisition of brokerage house Prospera Securities;
  • Advised SCP International assellers on a buy-out arrangement for the sale of a stake in SCP International, a Serbian company engaged in provision of security services, to Swedish Securitas;
  • Advised CGS on theacquisition of Serbian tire-maker Rumaguma;
  • Advised Iron Mountain on the acquisition of Serbian data management company Dataguard.

Corporate Governance and Compliance

  • Advising Johnson Controls and Magneti Marelli in relation to corporate governance matters in their Serbian JV company JCMM.

Data Protection

  • Assisting two Motorola companies relating to registration of the personal database in Serbia and subsequent export of the database abroad;
  • Advising HBO on export of the personal data on its employees to USA and preparing contracts on transfer of the same abroad; registration of the personal database with Trustee;
  • Advised Takedaon protection of data related to clinical trials;
  • Provided EFG Eurobank with a legal opinion on the manner of transfer of client database abroad;
  • Preparation of a memorandum for CA IB on export of personal data abroad in accordance with Serbian Law;
  • Preparation of a memorandum for Fox TVon data protection implications and export of personal data abroad;
  • Drafting of data protection related documents and internal acts for Limundo, major online auction website.

Employment and immigration

  • Advised Philipson employment contracts, including contract adjustments, termination issues, drafting agreements on engagement of persons employed by another company and management agreements and amendments;
  • Advised the USA based company CHSon acquired employees, review of employment contracts and various employment-related matters regarding post-acquisition developments;
  • Advised INC Researchon adjustment of employment contract and employment bylaws with local law, including advice on creating a harassment policy and making overtime payments;
  • Advising the multi-national Delphi on cross-border aspects of engagement of Serbian workers by a foreign entity and on modalities for the payment of remunerations to Serbian workers by a foreign entity;
  • Advised Raiffeisen Investmenton termination of local employees, including management staff;
  • Drafting complex management agreements for Greenhouse Investments as part of two buy-out transactions, whereby local sellers remain managers of acquired companies. The management agreements contained complex restrictive covenants and had to be carefully drafted to fit within the larger transaction documentation;
  • Advised FOX Televisionon employees’ absence, maternity leave and other employment related matters;
  • Advised Maltinex AD (Part of Soufflet Group) onoverall employment matters; representation in labour disputes;
  • Advised Limundo on overall employment matters;
  • Advised Saint Gobainon implementation of the internal notification system and retirement of a management member;
  • Advised Veolia Water Solutions & Technologieson maternity leave matters and provided ongoing legal support;
  • Advised EFG Securities a.d.on dismissals in a dormant company and on bonus revocations;
  • Advised Plazaon out-staffing schemes;
  • Advised Avivon out-staffing schemes.

Energy and Renewables, Utilities and Natural Resources

  • Advised TRE on regulatory issues concerning construction and operation of small hydro-power plants in Serbia;
  • Performed due diligence of a Serbia mining company holding several exploration licenses for Esperance Minerals Limited;
  • Advised Ivanhoe on an acquisition of a Serbian mining company;
  • Performed due diligence of Kirchdorfer Gruppe, a lime stone company and acquisition support for the same target;
  • Performed due diligence of the copper mine Bor for Voest Alpina Inter Trading (VAIT);
  • Provided EFETwith a legal opinion on enforceability of the General Agreement Concerning Delivery and Acceptance of Electricity under Serbian law;
  • Advising EFET on Serbian licensing requirements for gas trading.

Environment

  • Advised CVC Capital Partnerson an acquisition of Apatinska brewery in Serbia; reviewed Serbian environmental regulations and targets’ compliance with those regulations;
  • Reviewed waste-related permits of a Serbian target, Danaher Corporation, engaged in construction of fuelling systems;
  • Reviewed Serbian environmental regulations applicable to the brewery business for a major international brewery;
  • Reviewed Serbian packaging waste regulations for Philips;
  • Advising Nestle on required environmental and water permits;
  • Advised Atlantic Grupa on the acquisition of Grand Prom, Soko Štark and Palanački Kiseljak;reviewed Serbian environmental regulations applicable to the food sector and the targets’ compliance;
  • Advised Friesland Campina on an acquisition of Serbian targets;reviewed Serbian environmental regulations applicable to the food sector and the targets’ compliance.

Infrastructure

  • Advising City of Novi Sad in relation to first PPP project in Serbia, for design finance and construction of optical cable network in the City of Novi Sad;
  • Advising Strabag in relation to a motorway concession.

Insurance

  • Advising Slovenian insurance company Sava in the set up of their insurance operations in Serbia.

Intellectual Property

  • Provided trademark registration of Tampico;
  • Providedtrademark due diligenceof Bunge;
  • Represented Islamic Reliefon an annulment of a well-known trademark;
  • Represented Raiffeisen Bank International AGin front of the Serbian Institute for Intellectual Property related to the refusal of an international trademark registration;
  • Advising SC Johnsonon design infringement and unfair trade issues.

Litigation and Arbitration

  • Representing Consortium Alpine and Porras co-counsel in the pending ICC arbitration against the Republic of Serbia. The dispute concerned the termination of a motorway concession agreement;
  • Representing the Russian bank VTB Bank in arbitration before Serbian Foreign Trade Court of Arbitration against the Agency for Privatisation of the Republic of Serbia. The dispute was regarded the termination of a privatisation contract and calling of a performance guarantee;
  • Representing BK Tradeas Serbian law advisor in arbitration under the rules of the Zurich Chambers of Commerce Arbitration against the Serbian state-owned Post. The dispute was in relation to the joint investment into the Serbian mobile operator MOBTEL;
  • Representing Raiffeisen Investment AGin arbitration under UNCITRAL Arbitration Rules against Republika Srpska in a dispute arising from a privatisation consultancy contract;
  • Representing Raiffeisen Zentral Bank and Raiffeisen Investmentin litigation initiated by a US investor in the courts of New York in relation to the termination of a privatisation contract. The Serbian law issues covered in the affidavit included: organisation of Serbian court system and independence of courts; rules on venue; procedural guarantees of fair trial; statute of limitation for contract claims; contract termination; damages.
  • Representing the UK companyGlobal Steel Holding Limited in litigation against the Agency for Privatisation of the Republic of Serbia concerning termination of a privatisation contract and calling of a performance guarantee;
  • Representing the Bulgarian company Minna in litigation against the Agency for Privatisation of the Republic of Serbia concerning termination of a privatisation contract and calling of a performance guarantee.

Pharmaceutical and Health Care

  • Advising Watson Pharmaceuticals in relation to acquisition of a Serbian subsidiaries owned by Actavis Group (part of WP global acquisition of Actavis valued at EUR 4.5 billion);
  • Advising various global pharmaceutical companies in relation to regulatory regime applicable to clinical trials in Serbia.

Privatisation

  • Advised the Government of Serbia on theprivatisation of the largest producer of lubricants, Rafinerija Nafte Beograd;
  • Advised the Government of Serbia on theprivatisation of 9 agricultural companies holding in total over 45,000 ha of land;
  • Advised the Government of Serbiaon the privatisation of the largest Serbian bridge construction company, Mostogradnja AD;
  • Advised the Government of Serbia on the privatisation of the largest agricultural company in Serbia RKB Beograd.

Public Procurement and PPP

  • Provided a regulatory review to IFC with respect to PPPs in the waste-disposal sector in Serbia.

Real Estate

  • Performed legal due diligence of a hotel development project for Hilton and assisted in drafting a management agreement;
  • Provided legal assistance to Plaza Centers in connection with all real estate projects in Serbia (shopping malls, commercial/residential properties);
  • Provided legal assistance to Aviv-Arlonin connection with the development of three real estate projects in Serbia including a commercial complex on 7.5ha in Pancevo and commercial-residential project with more than 25,000m² GSA in Belgrade;
  • Providedlegal support toVivo Retail Park in connection with the construction of a retail park in Jagodina, Serbia;
  • Provided legal support toAqua Therm Invest in connection with the construction of the largest Aqua Park on the Balkans;
  • Providedlegal support to Alpe Adria Hotels in connection with the reconstruction of Hotel Yugoslavia in Belgrade into a future Kempinski hotel and development of an adjunct commercial and residential project consisting of 30-stories tower (the highest building in Belgrade);
  • Provided legal assistance to Marfin Investment Group (UK) in closing EUR 360 million acquisition of a major department store chain in Serbia - Robne Kuće Beograd;
  • Advising the Greek investment fund Eurobank Properties REIC on the acquisition of a commercial building in the Center of Belgrade with 20,000 m² and providing legal support during its reconstruction;
  • Performed legal due diligence of a commercial building in Belgrade for Five Mounts Properties (a fully owned subsidiary of BSG - Benny Steinmetz Group);
  • Advising Gazprom on the construction of the South Stream through Serbia.

Tax

  • Advised Allen & Overyon tax treatment of recharging costs of ESOP by the parent to the Serbian subsidiary;
  • Advised Coinon taxation in relation to a franchise agreement;
  • Assisted Optima Groupin relation to double taxation treaty;
  • Advised Veolia on thetax implications on the participation in a consortium composed of three entities (2 non-resident and 1 resident) in a tender called for Fiat Automobiles Serbia for land remediation.

Telecommunications and Media

  • Advised PE Fund Greenhouse Investments on an acquisition of two Serbian ISP’s, Neobee and Mediaworks;
  • Performed legal due diligence of MOBTEL, a major Serbian mobile phone operator for Russian MTS;
  • Performed legal due diligence of the major Serbian mobile phone network Mobtel 063 for Telecom Systema;
  • Provided a regulatory review for Fox TV on advertising matters;
  • Advised NPCO on an acquisition of a radio station in Serbia;
  • Provided legal assistance to Televent Energia S.A. in a joint venture creation in Serbia with DMS d.o.o., a Serbian software company involved in smart grid technology;
  • Advised GTECH on an acquisition of assets and employees of a Serbian software maker;
  • Provided assistance to the shareholders of the IT Company SAGA in the sale of a majority capital to New Frontiers Holding;
  • Advised SAGA on their acquisition of the Serbian IT company ICT Sphera.
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