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Obligation to disclose “ultimate beneficiary” in Slovak public procurement law
A recent Amendment to the Public Procurement Act seeks to uncover those who are the ultimate beneficiaries of entities signing contracts with the public authorities and aims to make the tender process more transparent. As of 1 November 2015, contracting authorities are prohibited from signing contracts in public procurement with bidders in situations where the concerned entities do not have their ultimate beneficiaries registered in the newly established Register of Ultimate Beneficiaries (the “Register”). Who is the ultimate beneficiary? The ultimate beneficiary of a legal person is the natural person who controls the legal person (e.g. through direct or indirect share corresponding to at least 25% of the registered
Slovakia introduces ‘company in crisis’ regulation
The new “company in crisis” special regime will become effective on 1 January 2016. It applies to limited liability companies, joint-stock companies and limited partnerships in which the general partner is not an individual. A company is deemed to be in crisis when it is insolvent (within the meaning of the Insolvency Act) or at risk of becoming insolvent, which is the case if a company’s equity (registered capital, reserve fund, other capital funds, etc.) to debt ratio is lower than 4/100. This will increase to 6/100 on 1 January 2017 and to 8/100 the year after. The statutory body of a company in crisis is under a general duty of care and must take all steps that would normally be taken by a reasonably diligent
Kinstellar advises ECE European City Estates on the acquisition of a high street portfolio in the Czech Republic
Kinstellar has advised ECE European City Estates on the successfully completed acquisition from Terranova group of three buildings in Prague, Olomouc and Liberec. The buildings are located along high streets and their main tenant remains the Italian fashion brand Terranova. The Prague asset is the fourth property ECE has acquired along 28. října Street and Národní street. Kinstellar is an on-going advisor to ECE European City Estates in connection with the building-up of a portfolio of retail and office premises in prime locations in the Czech Republic, mainly in the centre of Prague. This latest transaction was particularly challenging in the context of transaction documentation, as the parties’s objective
Kinstellar Prague office recognised as the top-tier Czech firm in the area of life sciences
Kinstellar is pleased to announce that its Life Sciences practice group in Prague has been ranked by LMG Life Sciences – a guide to the leading life sciences firms and attorneys in Europe and North America – among the top-tier law firms in the Czech Republic in the area of Life Sciences. The Life Sciences practice group was further honoured as Lukáš Ševčík, Managing Partner, Květoslav T. Krejčí, Partner and Tomáš Čihula, Head of the practice group, were listed as recommended “star” individuals in this field. Kinstellar is the only law firm with three ranked, recommended lawyers for both transactions and regulatory issues in the area of Life Sciences in the Czech Republic, which demonstrates its unique
Kinstellar Sofia is proud sponsor of charity auction in support of Teach for Bulgaria
Kinstellar Sofia Office sponsored the Inspirational Leaders Charity Auction, which was held on 25th November 2015 by our community investment partner Teach for Bulgaria and the Bulgarian Business Leaders Forum. The guests had the opportunity to bid for and secure the talent and skills of showmen, inspirational leaders and famous sportsmen for a corporate event. The auction was well attended and it was truly inspiring to see how many of the key business leaders in Bulgaria have embraced Teach for Bulgaria’s cause for improving education. The auction raised over EUR 76,000, which surpassed all expectations. At Kinstellar Sofia we are proud to have taken part in this event, which raised such a good amount for such a meaningful
Unilateral termination of labour contracts by employees may trigger the collective redundancies procedure
According to the European Court of Justice, employees leaving a company after the employer has introduced significant changes to the employees’ detriment may qualify as “redundancy” for the purposes of the Collective Redundancies Directive. A few days ago, the European Court of Justice interpreted in a new Directive the obligation of companies to inform and consult with their employees in cases of upcoming collective redundancies. The Court has broadened the scope of the Collective Redundancies Directive (Directive 98/59/EO) in an effort to increase employee protection. The Court has ruled that in certain cases the unilateral termination of a labour contract by the employee should be interpreted as falling
New regulation on the insolvency of individuals in Romania – does this pose a threat to lenders?
Law no. 151 on insolvency procedures for individuals[1] (the “Law”) is expected to enter into force on 26 December 2015. The Law was published on 18 June 2015, but its entry into force was deferred by six months in order to allow the establishment of a new public body to manage insolvency claims, as well as the enactment by the Government of the regulations for the implementation of the Law. In such cases, historically speaking, there is always a threat of further delay due to the lack of second-tier regulation, which the Government sometimes fails to issue on time. However, following our investigations, and given the sensitive political nature of this matter, it seems that in this case the Government does not have
Impact of new Romanian data retention legislation on providers of electronic communications
A new law (no. 235/2015) amending the legislation governing the processing of personal data and privacy in the electronic communications sector was published in the Official Gazette on 14 October 2015 and has entered into force (the “New Retention Law”). This article reviews the main changes introduced by the New Retention Law and also examines a recently proposed draft of secondary data protection legislation, which has yet to be enacted. Purpose of the New Retention Law The New Retention Law has been enacted to implement a Romanian Constitutional Court decision from 2014 (the “Constitutional Court Decision”), which declared unconstitutional the local legislation transposing Directive 2006/24/EC (the “Previous
Kinstellar advises Bayer AG on the spin-off of Covestro, Germany’s largest IPO in more than eight years
Kinstellar is pleased to announce that it was part of yet another landmark transaction in recent months. We advised Bayer, one of the major players in the pharmaceutical industry, on the carve-out of Bayer Material Science, into a separate subsidiary, which is legally and economically independent. The new unit, Covestro AG, became operative as of 1st September 2015. Our client decided on this restructuring in its desire to concentrate exclusively on the life sciences business. This was a complex reorganisation in 59 countries around the globe over the last 12 months. Kinstellar advised on this transaction in Bulgaria, the Czech Republic, Hungary, Romania, Serbia, Slovakia, and Turkey. Our assistance included advice on
Kinstellar advises on the largest NPL deal in Bulgaria this year
Kinstellar is pleased to announce that its specialised non-performing loan (NPL) team has successfully advised APS Holding, a leading Czech financial group covering Central and South Eastern Europe, on the acquisition of an unsecured consumer-loan portfolio worth more than EUR 50,000,000 from a leading Bulgarian consumer credit institution. The deal is the largest such transaction in Bulgaria to date in 2015. Kinstellar’s experts brought together local and regional know-how to provide comprehensive support to the client. Our work including deal structuring, advising the client throughout the negotiation and execution of the final sale and assignment agreement, and ensuring the successful closure of the deal. It was
Cross-border personal data transfers from CEE following the annulment of the Safe Harbour Decision
On 6 October 2015, the European Court of Justice annulled the European Commission’s previous decision that enabled companies to transfer personal data between the European Union and the United States without having to go through full-blown clearance procedures in individual EU Member States (the “Safe Harbour Decision”). Following the Court’s ruling, businesses may no longer use the Safe Harbour regime for the transfer of EU citizens’ personal data to the US or to access such data from the US. This leaves companies in the EU with fewer, far less flexible options. Transfers of personal data must now meet domestic requirements and go through local clearance in each EU country from which data will be exported. Alternative
Kinstellar advises Nova Real Estate on one of the largest real estate transactions in the Czech Republic in 2015
Kinstellar served as advisor to Nova Real Estate, a newly established Czech real estate fund managed by the investment company Redside, on the successfully completed acquisition of a real estate portfolio from Bluehouse Capital. The sale covered three commercial properties: the Rynovka retail centre in Jablonec nad Nisou (with a gross area of 27,990 sqm), the Orlice Park retail centre in Hradec Kralove (with a gross area of 26,283 sqm), and an Albert Hypermarket in Znojmo (with a gross area of 7,694 sqm). The total floor space of the acquired portfolio is 62,000 sqm. Kinstellar advised Nova Real Estate on all aspects of the transaction, including due diligence and negotiation of the transactional documentation. The transaction