Until last week, an investor assessing a distressed exposure in another EU member state had to navigate up to 27 different insolvency regimes, each with its own rules on look-back periods, directors' obligations, asset recovery, and creditor rights. Recovery timelines ranged from seven months to seven years. Directive (EU) 2026/799 of the European Parliament and of the Council harmonising certain aspects of insolvency law, published in the Official Journal on 1 April 2026 and in force as of 21 April 2026, represents the first substantive legislative response to that fragmentation. Scope and architecture The Directive is a minimum-harmonisation instrument. The definition of insolvency, the thresholds for opening
April 2026 – In its ruling issued today, the European Court of Justice (ECJ) clarified that Member States may not impose national taxes on CO2 emission allowances allocated free of charge under the EU Emissions Trading System (EU ETS). The case originated in Hungary, where the authorities, invoking a state of emergency due to the war in Ukraine, introduced a tax on free CO2 emission allowances granted to major emitters. The ECJ stated in its ruling the following: The free allocation of CO2 emission allowances is fully harmonised at EU level on a sectoral basis. National fiscal measures are permissible only if they do not undermine the objectives of the EU ETS. Directive 2003/87/EC aims to maintain economic
We are proud to have advised Hungarian oil and gas company MOL Plc. on its transformation into a holding entity—the largest corporate restructuring to date in Hungary. The transaction was exceptional in both scale and complexity, making it a rare event in the Hungarian market. Kinstellar's Budapest office is privileged to have assisted MOL in this significant transformation. As part of the demerger, MOL transferred its upstream, downstream, and retail businesses into three newly established operating companies, each wholly owned by MOL Plc. The holding structure enables the full legal separation of business activities‚—streamlining operational complexity and supporting more autonomous decision-making of the businesses—while
In a landmark legal development for Uzbekistan, the Ministry of Investments, Industry and Trade has published for consultation the draft Constitutional Law on the Tashkent International Financial Centre ("TIFC") (the "Draft Law") - the country's first attempt to establish a fully-fledged international financial centre with its own legal regime. If enacted, it would move decisively beyond Uzbekistan's traditional free economic zone model - which is principally focused on preferential customs, currency, tax and related investment conditions - by proposing a financial centre with: a special legal regime for finance, banking, capital markets and investment; a separate applicable-law hierarchy, with supplementary
The Czech Republic has entered a new phase of mobility, aligning itself with other EU Member States, most notably Germany and France. As of 1 January 2026, Czech law permits the operation of SAE Level 3 vehicles, introducing a relatively minimal, framework-based regulation while maintaining the requirement that a human driver must remain present and ready to take control at any time. Although this may resemble full autonomy at first glance, the legal reality remains more conservative. SAE Level 3 represents conditional automation. The vehicle can perform the dynamic driving task independently, typically in limited environments such as motorways, but the driver must remain in the vehicle and be capable of resuming control
We are pleased to share our latest overview and critical analysis of the European cybersecurity reform, Cybersecurity Act 2.0 (CSA2). This overview examines one of the most significant proposed shifts in the EU's digital regulatory framework since the adoption of the original Cybersecurity Act. It outlines the key elements of the European Commission's proposal, including the expansion of ENISA's mandate, the centralisation of certain cybersecurity competences at EU level, and a harmonised framework addressing "non-technical risks" linked to third-country suppliers. The analysis also highlights the potential impact of CSA2 on Member States' sovereignty, public procurement, certification schemes, and the
Relatively recent enforcement activity of the Serbian Commission for Protection of Competition (the "Commission") has brought renewed attention to buyer and supply relations in shaping market outcomes. With the aim of strengthening the principle of contractual equality and further aligning Serbian legislation with the EU acquis - in particular Directive (EU) 2019/633 on unfair trading practices in the agricultural and food supply chain (the "EU Directive on Unfair Trading Practices"), Serbian Government adopted the Draft Law on (Unfair) Trading Practices (the "UTPL") before the Serbian Chamber of Commerce. The draft will subsequently proceed to the National Assembly of the Republic of Serbia for adoption.
The Czech Competition Authority (CCA) has prepared a landmark draft amendment to the Czech Competition Act. This is arguably the most ambitious overhaul of Czech competition law in over two decades, and the three pillars below are ones that every M&A practitioner, in-house counsel, and manager should have on their radar. Call-in powers The CCA would gain the power to review below-threshold transactions that may harm competition - targeting killer acquisitions particularly in digital and pharma markets. Voluntary filing will be allowed. This brings the Czech framework in line with a growing number of EU Member States already using call-in tools, including Sweden, Hungary, Italy, Denmark, and Ireland. Higher
Kinstellar has recently advised TotalEnergies on its landmark agreement with Masdar to establish a USD 2.2 billion pan-Asian renewable energy joint venture. The new joint venture will combine TotalEnergies' and Masdar's onshore renewable energy businesses across nine Asian markets, including Kazakhstan and Uzbekistan. The joint venture will comprise a portfolio of approximately 3GW of operational renewable energy assets and a further 6GW under development and is expected to be fully operational by 2030. The transaction represents one of the most significant recent renewable energy investments in Asia and further underlines the growing importance of Central Asia and the wider region in the global energy transition.
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Our Team🇺🇿 The Government of Uzbekistan has published for consultation a draft Constitutional Law on the Tashkent International Financial Centre (TIFC), reflecting Uzbekistan’s ongoing efforts to establish an international financial centre with a special legal regime. If adopted, the TIFC would establish a comprehensive legal framework for finance, banking, capital markets and investment. The draft law envisages: • a distinct hierarchy of applicable law, with the principles, legislation and judicial precedents of the law of England and Wales serving as a supplementary source; • English-language operation across law-making, official activities, court and administrative proceedings and written agreements; • a specialist regulatory and judicial structure; • tax, customs, currency, visa and labour incentives. 🌏 The proposed TIFC is intended to support the development of Uzbekistan’s capital markets and financial services sector, attract domestic and foreign investment, and promote Uzbekistan as an international financial and dispute resolution centre. ➡️ Read the full article by Sher Yunusov (Partner) and Miraziz Khidoyatov (Senior Associate) here: https://lnkd.in/d6F_jkJ2 #ExceptionalTogether #InTheKnow #Uzbekistan #TIFC #TashkentInternationalFinancialCentre #FinancialServices #CapitalMarkets #Investment #CentralAsia
📢 🇭🇺 We are proud to have advised MOL on its transformation into a holding entity, the largest ever company restructuring in Hungary to date. This transaction was exceptional in both scale and complexity, and represented a rare undertaking in the Hungarian market. Our team in Budapest was privileged to assist MOL in this significant transformation. As part of the demerger, the upstream, downstream, and retail business sectors of MOL have been transferred into three newly established operating companies, each wholly owned by MOL. The holding structure enables the full legal separation of business activities, streamlining operational complexity, and supports more autonomous decision-making of businesses, while ensuring continued strategic oversight and control. The scale is unprecedented: • 15,000+ pages of demerger documentation • 100,000+ landplots and estates affected • Tens of thousands of contracts migrated • Hundreds of licences updated As a result of the demerger, billions of EUR worth of assets have been transferred to the operating companies, including real estates, property rights, shareholdings, movable assets, IP and contractual rights. Our team was led by Partner Gábor Gelencsér (Corporate and M&A) and Managing Associate Aron Barta (Corporate and M&A), and included Associate Judit Sós (Corporate and M&A), supported by Associate Bertalan Ványa (Real Estate), Managing Associate Péter Gullai (Energy), Junior Associate Barnabás Hábel (Corporate and M&A) and many other colleagues across the firm. We are grateful to MOL for placing its trust in us on this significant matter. 🔗 https://lnkd.in/d_e39VEv #ExceptionalTogether #DoneDeals #Hungary #MOL #MergersandAcquisitions #MandA #Demerger
📢 We are pleased to share that we once again contributed to the #Serbia edition of The Legal Industry Reviews (LIR), a global platform featuring insights from leading law firms and in-house counsel worldwide. Jelena Zelenbaba, Managing Associate, authored the M&A section of the LIR 2nd edition for Serbia, “Key Legal Considerations for Investors Acquiring Companies in Serbia”. 🇷🇸 As Serbia continues to attract strategic investors and private equity funds, M&A activity in the country is steadily gaining momentum. While Serbia’s competitive workforce, strong industrial base, and increasing integration with European markets make it an attractive investment destination, investors should also be aware of certain legal and structural specifics that may influence the transaction process. In the article, Jelena highlights several key considerations for investors, including: 🏢 Systemic real estate documentation issues that may arise during due diligence; 📄 The contractual nature of warranties and indemnities under Serbian law; 🤝 Informal arrangements often found in founder-led companies; 🔍 Regulatory transparency requirements, particularly regarding beneficial ownership. Understanding these issues early in the transaction process allows investors to better assess risks and navigate acquisitions in Serbia more efficiently. 🔗 Read the full edition here: https://lnkd.in/eUpzW6my #ExceptionalTogether #InTheKnow #LIR #MandA #Acquisitions #RealEstateLaw
⏳ Almost a week to go! Join us in #Vienna on Friday, 24 April 2026, for the 2nd Kinstellar Competition Law in CEE Conference. 📍 Austrian Parliament | ⏰ From 8:30 AM Building on the success of our first event in Belgrade, this year’s conference brings together leading voices from across #CEE for a full day of practical insights and discussion on the key current trends of competition law. Programme highlights include: 🔹 Opening keynote by the Austrian Federal Competition Authority 🔹 Merger Control in Transition 🔹 Competition Law in Healthcare & Life Sciences 🔹 FDI Screening & National Security 🔹 AI, Algorithms & Enforcement Trends 👉 Programme & registration here: https://lnkd.in/dFwPaw4B We look forward to welcoming you in Vienna! #ExceptionalTogether #InTheKnow #LegalEvent #CompetitionLaw #Austria #MergerControl #FDI
🚗 As of 1 January 2026, the Czech Republic permits the operation of SAE Level 3 vehicles, aligning itself with other EU jurisdictions moving towards automated mobility. 🇨🇿 While this marks an important step forward, the framework remains cautious. In practice, the new legislation brings: • a basic regulatory framework for market entry and operation; • the possibility for Level 3 vehicles to operate in defined scenarios; • continued responsibility for the driver to remain present and ready to take control; • open questions around liability, insurance, cybersecurity and data. 🌍 Our experts continue to monitor these developments closely across Central and Eastern Europe. Read our quick overview by Karla Rundtova (Partner) and Antonín Dvořák (Junior Associate) here: https://lnkd.in/dD68Q3HC #ExceptionalTogether #AutonomousDriving #Mobility #Automotive #Regulation #CzechRepublic #CEE #LegalInsights #SAE
🇨🇿 The Czech Competition Authority (#CCA) has unveiled what may be the most significant reform of Czech competition law in over 20 years. Three proposed changes deserve the immediate attention of M&A practitioners, in‑house counsels, and management alike: • Call‑in powers for below‑threshold transactions • Higher merger notification thresholds, reducing routine filings • Personal liability for managers involved in hardcore cartels 📅 With the amendment expected to take effect on 1 January 2027, now is the time to start preparing. 🔗 Read our quick overview, prepared by our experts Tomas Cihula (Partner) and Matěj Korduliak (Associate), here: https://lnkd.in/dbz575qe #ExceptionalTogether #InTheKnow #CompetitionLaw #CzechCompetitionAuthority #CzechRepublic #MandA
📰 In its latest overview, Forbes Česko highlights law firms in the Czech Republic behind billion-euro transactions, major investments, and disputes that can define entire industries. We are proud to say that our #Prague office is part of this illustrious group, with Forbes noting our role in significant cross-border transactions across Central & Eastern Europe, including Smartwings, Zentiva, and GasNet. When Forbes ranks the largest law firms, it is not solely about size. It reflects who is participating in the most important business decisions in the region. Our thanks to Forbes for this recognition, and kudos to our dedicated team of leading lawyers. ✨ #ExceptionalTogether #InTheKnow #Forbes #ForbesČesko #LegalLeadership #CEE #CrossBorder #MAndA #CzechRepublic
🇺🇿 On 27 March 2026, the President of Uzbekistan signed Law No. LRU-1126 (the “Islamic Banking Law” or “IBL”), marking a historic milestone in the development of Uzbekistan’s financial sector. The Islamic Banking Law, entering into legal force on 28 June 2026, introduces: 🔸 A dual banking system designed to expand the scope of available financial services and introduce innovative banking products aligned with international Islamic finance standards. 🔸 Comprehensive amendments to the Civil Code, Tax Code, Law on the Central Bank, and Law on Banks and Banking Activities. Its primary objective is to diversify financial instruments, attract foreign direct investment from OIC countries, and integrate funds from the shadow economy into the formal banking sector, according to official statements. Given Uzbekistan’s constitutional status as a secular state, the IBL represents a landmark effort to integrate Sharia-compliant financial concepts into a civil law statutory framework, introducing specialized profit-sharing models while striking a delicate balance between international Islamic finance standards (such as AAOIFI) and national secular legislation. ⚖️ Beyond its legal significance, in practical terms, the IBL is expected to have broader commercial and economic implications for Uzbekistan’s financial sector. ➡️ Read more in our latest article, written by Sher Yunusov (Partner), Jakhongir Azatov (Managing Associate), and Yuliya Kim (Junior Associate): https://lnkd.in/d9jYRJHH #ExceptionalTogether #InTheKnow #Uzbekistan #IBL #IslamicBankingLaw #Banking #FinanceLaw
📣 We are delighted to share that our team advised TotalEnergies on a comprehensive due diligence undertaken in connection with the proposed establishment of a USD 2.2 billion joint venture with Masdar, consolidating their onshore renewable energy platforms across Asia. 🌏 The transaction represents one of the most significant recent renewable energy investments in Asia and further underlines the growing importance of Central Asia and the wider region in the global energy transition. ⚖️ Our advice related to projects located in Kazakhstan and Uzbekistan, where we supported TotalEnergies, and covered jurisdiction‑specific regulatory and energy law considerations as well as other legal aspects relevant to the transaction. The team in #Uzbekistan was led by Sher Yunusov, Partner, and Jakhongir Azatov, Managing Associate. They were supported by Kamilla Khamraeva, Marjona Khafizova, Dildorabegim Kholikova, Miraziz Khidoyatov, Yuliya Kim, Umid Abdullaev, and Muhammadali Rahmonov. The team in #Kazakhstan was led by Joel B. Benjamin, Managing Partner, Yerlan Akhmetov, Partner, and Aisha Aidossova, Associate, with support from Maxim Grekov and Balzhan Sultanova. 🔎 Find out more here: https://lnkd.in/dJi4wWhC #ExceptionalTogether #InTheKnow #TotalEnergies #Masdar #RenewableEnergy #EnergyTransition #CentralAsia #CrossBorderTransactions