Transcript Privatizacija - Vienna Economic Forum

VIENNA ECONOMIC FORUM
NOVEMBER 6 2007
WORKSHOP № 3
“INDUSTRIAL AND LEGAL SECURITY CHALLENGES AND RISKS”
Jankovic, Popovic & Mitic, is one of the largest and leading
law firms on Serbian legal market, especially in M&A,
banking and privatization, with excellent reputation
domestically and abroad. Since 1991 JPM remains to be a
fast growing, young, dynamic and committed law firm. The
Partners, together with over 50 senior and junior lawyers,
and other supporting staff and their extensive local and
international education and experience have proven their
capacity to provide solutions overcoming all the difficulties
and to obtain clients’ trust to render the best possible legal
services at all times.
In the past year firm has advised on range of various cross
border M&A transactions, takeover of listed and private
companies, privatizations, real estate and development
projects and on various other legal matters. Jankovic,
Popovic & Mitic represents major international clients from
financial, industrial and services sectors including banking,
insurance, intellectual property and anti piracy, project
finance, energy, real estate, construction and development.
Our client portfolio ranges from multinational and national
companies engaged in business activities in this region,
banks and other financial institutions, institutional strategic
and financial investors, to public and private institutions.
We are “The Lawyers of Confidence” for the Austrian
Embassy and Austrian Trade Delegation in Serbia and listed
lawyers for the embassies of USA, Germany, Great Britain,
Norway, as well as American Chamber of Commerce and
German Chamber for Industry and Trade.
OUR EXPERTISE:
Our lawyers are organized in
• Civil Law
practice area groups.
• Telecommunications
Appropriate teams lead by one • Broadcasting and Advertising
of the partners or senior
• Banking Law
attorneys are highly specialized
• Tax Law
but also
• Establishment of Enterprises
at all times interdisciplinary
orientated and working closely and Representative Offices
• Privatization
with other JPM groups.
• Insurance Law
• Labor Law
PRACTICE AREAS:
• Commercial and Corporate
• Mergers and Acquisitions
• Privatization
• Banking
• International Investments
• Law of Contracts
• Commercial Litigation
• Industrial and Intellectual
Property
• Real Estate
• Environmental Law
• International Trade
• International Arbitration
WE CORRESPOND IN:
• Serbian
• English
• German
• French
• Russian
• Greek
PRACTICE AREAS
CORPORATE / M&A
This practicing field constitutes the firm’s main area of activity with the longest history. Our lawyers have experience in handling widest
range of transactions from start-ups to large scale and complex corporate deals. Three partners and six senior lawyers have extensive
experience enabling them to cover different stages of existence of enterprises and they advice on transactions and all other matters
related to the acquisition of shares or stakes in companies.
Starting from the capability of finding most suitable legal form, drafting of necessary foundation documents, registration with competent
authorities, advising on capital increases or decreases, restructuring through the change in legal form such as mergers and splits including
different modifications of these procedures to a fully support of the companies in their corporate governance, our mostly international
clients are at all times assured that their local entities are at all times fully in compliance with applicable legislation.
Our “Competition & Antitrust Department” within JPM Corporate / M&A team has been very active since recent adoption of the merger
control rules in Serbia. Our experience and close cooperation with competent authorities guarantees adequate preparation and
submission of all (rather complex) documentation necessary for the merger approval.
Serbia has become very popular as investment country for a number of private equity and investment funds.
We are fortunate to represent and support some of these investors in their activities in the region.
Contacts
Nenad Popovic, Partner [email protected]
Julijana Jevtic, Partner [email protected]
Aleksandar Hadžic, Junior Partner [email protected]
BANKING & FINANCE
Jankovic, Popovic & Mitic is very proud on its Banking & Finance group lead by two partners, Ms. Julijana Jevtic and Mr. Zoran
Teodosijevic.
Our clients are major European and Serbian banks, insurance companies and other financial institutions, but also mostly local borrowers
and customers. Close cooperation with other practice area groups, particularly Corporate/M&A, Real Estate and Tax enables us to provide
comprehensive legal advice such as:
• Acquisition financing
• Asset financing
• Bank loans and other financing facilities
• Collateralization of financing and development of appropriate security structures
• Foundation and statutory regulation of banks, insurance companies, brokerage firms, investments
funds and other financial organizations
Contacts
Julijana Jevtic, Partner [email protected]
Zoran Teodosijevic, Junior Partner [email protected]
PRIVATIZATION
DISPUTE RESOLUTION / LITIGATION
The year 2007 is according to Serbian Law on Privatization the final year of this
The JPM litigation department is comprised of several dynamic, highly experienced
process initiated in year 2002. The goal was to privatize more than 7.000 state and lawyers with extensive knowledge in all domains of business law and commercial
socially owned companies. With beginning of this year, some 1.000 companies
litigation as well as a vast of classic civil law matter. With a dispute resolution team
remained. These are expected to be privatized or restructured and sold during this and litigation team, we can swiftly make available all the recourses necessary for
year. Some of the remaining biggest “bites” are NIS (Serbian Oil Industries), EPS
dealing with the full range of complex and significant disputes that our client could
(Electric Power Industry of Serbia), etc.
possibly encounter.
Jankovic, Popovic & Mitic was widely involved in this process from very beginning of Our approach to litigation and dispute resolution is that prevention is better than
it. Being able to participate in a number of privatizations as legal advisor of the
cure. Where litigation is unavailable, we have proven ourselves in working
Privatization Agency of the Republic of Serbia on one hand, and on the other hand, successfully toward your commercial objectives and avoiding reputational risks.
supporting many potential buyers, mostly foreign strategic investors in their
We look to bring disputes to an early and successful conclusion through team work,
attempts to successfully take over local companies in different industrial branches, strategic, creative and analytical thinking. The JPM litigation department also
allowed us to gain huge experience and capability of understanding of needs of our recognizes the value of alternative dispute resolutions.
clients from “both sides of the table”.
Our lawyers have demonstrated high expertise in handling the most sensitive and
How to evaluate a company to be privatized, how to calculate potential risks, what complex cases including cases in fields of international private and international
are the expectations of employees and their unions, how to structure obligatory
commercial law. The JPM litigation department has in-depth experience and long
investments, how much to offer as a purchase price, what is to be done after a
standing activities in a wide range of issues, such as:
successful acquisition, all these are usual questions on which we provide our clients • commercial,
• bankruptcy,
with reliable answers. Starting with a due diligence procedures, via preparation of
•
labor,
• insurance,
the bid or auction participation, negotiating the SPA and executing corporate
• classic civil law,
• international arbitration
changes in the privatized company, our services do not find their end with a
successful acquisition, but mostly go beyond it and include legal follow up of the
• corporate,
day-to-day business of a target company.
The advantage for our clients is that they are being provided with timely
information concerning resolution of their particular case. If you opt JPM you can
be confident that the legal work will be done with the highest level of personal and
professional commitment.
Contact
Our litigation department corresponds in the Serbian, English and German
Nikola Jankovic, Partner [email protected]
languages.
Contact:
ŽZarko Borovcanin, Senior Lawyer [email protected]
REAL ESTATE & CONSTRUCTION
JPM Real Estate & Construction is the fastest growing department within Jankovic, Popovic & Mitic. Headed by Partner Milos Mitic, this practice area group
advises on all aspects of real estate, including legal support in connection with significant real estate transactions, particularly acquisitions, project development,
project financing, lease and sale of property.
The very complex and historically heavily burdened legal situation in Serbia concerning real estate has brought about the necessity for reliable legal advice from
experienced lawyers in possession of the detailed information necessary for the understanding of local specificities. JPM Real Estate & Construction is daily
expanding its knowledge and expertise and is fully prepared to provide its clients with optimal solutions and reliable legal advice.
Our services start with the research of potential development locations including a due diligence procedure based on obtained documents and information. The
best possible solutions for developers are prepared in cooperation with relevant public authorities. Obtaining of all necessary permits from the competent
authorities is the next step in our involvement.
Other services such as Project Finance, including drafting and negotiating of financing agreements and preparation and registration of security documents,
drafting and negotiating of contractors and subcontractors agreements and lease agreements and, finally, advising in real estate litigation and environmental
issues make up the palette of JPM Real Estate & Construction activities. Although the legislation concerning restitution issues (property confiscated and
nationalized after the Word war II) has not yet been completed in Serbia, JPM Real Estate & Construction has been very active in the registration procedure of
these claims with the competent authorities and shall commence with restitution procedures as soon as the appropriate legislature framework has been
adopted.
Contacts
Miloš Mitic, Partner [email protected]
Dragan Grbic, Senior Lawyer [email protected]
INTELLECTUAL PROPERTY
Jankovic Popovic & Mitic advises a number of international clients on broad range of intellectual property matters.
The firm’s copyright practice involves counseling on the availability and registrability of trademarks, prosecuting applications for registration before the
Intellectual Property Office and designing and implementing worldwide trademark protection programs. Our attorneys currently manage extensive trademark
portfolios for a number of multinational clients.
Jankovic Popovic & Mitic possess leading expertise on copyright, trademark infringement, anti-piracy, unfair competition, false advertising, broadcasting,
consumer protection and trade secrets theft. Our attorneys understand that intellectual property litigation becomes a way of establishing a client’s future
competitive position rather than simply resolving a dispute.
Contact
Miloš Mitic, Partner [email protected]
EMPLOYMENT / LABOR LAW
With the adoption of new labor regulations in Serbia JPM focused its activities on meeting the client’s needs and daily requirements (mostly on the employer’s
side) from the perspective of employment relations. Volume and the importance of successful work we have completed for our clients, ranks us as one of the
leading labor law practices in Serbia.
Our firm provides its clients full range of high-standard legal services and advises on all aspects of:
• Individual employment rights and responsibilities
• Employment of foreign citizens
• Work beyond the scope of employment
• Employment termination
• Redundancies and social plans
• Trade unions and collective bargaining agreements
• Social and pension contributions
• Strikes
• Labor disputes
• Bilateral treaties on social insurance
The preparation and/or redrafting of the general and individual employment documents (from collective bargaining agreements; rulebooks governing internal
labor relations, organization of work and job systematization; through employment contracts and various types of the employers’ decisions) including
implementation/localization of the clients’ standard document forms, constitute the essential part of our work.
Subject to our clients’ request, our labor team undertakes regular due diligence procedures and reports their findings recommending the most appropriate
legal solutions. Our work is also based on active participation during negotiation processes depending on various forms of investments (including
privatizations, private deals, etc.), trough representing clients before courts and other Serbian authorities; from the tax perspective, our aim is to find the key
solutions from the client’s ideas to implementation. Therefore, our labor team cooperates closely with other JPM experts covering the area of litigation,
privatization, banking & finance, corporate/M&A, taxation.
We are equally focused on and committed to supporting our clients’ businesses by providing a range of additional services (preparation and submission of
applications on mandatory social insurance; close cooperation/communication with the competent authorities; conducting presentations and seminars); We
frequently monitor regulations that are in the process of adoption and studying strategies / practice of the competent authorities that correlate to the
implementation of the labor legal system.
Considering the fact that the field of employment is gradually becoming an important area of our activities, 3 senior lawyers with supporting team of experts,
under the supervision of the senior lawyer with an extensive 27 years experience in labor issues within Labor Market Bureau of Serbia, are frequently
dedicated to it.
Contact
Zorica Alavantic [email protected]
BANKRUPTCY & INSOLVENCY
The field of insolvency and bankruptcy with recent substantial changes of Serbian bankruptcy legislation became one of the of
firm’s activities with two senior lawyers who are licensed Bankruptcy administers providing advice to several local and
international clients.
Our services include negotiating among debtors, creditors, purchasers, and other parties in cases of Bankruptcy. We provide
clients with problem loan analysis, analysis of collateral positions, and pre-bankruptcy restructuring and planning. We assist
clients in purchasing or selling assets in liquidations. JPM’s restructuring and insolvency attorneys also have experience in
dealing with the purchase and sale of assets at bankruptcy sales, mergers and acquisitions of troubled companies and
bankruptcy claims trading.
Our restructuring and insolvency attorneys cooperate with other practice groups such as finance, labor and employment, tax,
real estate, intellectual property, and litigation to meet the full range of client needs.
Contacts
Jelena Gazivoda, Senior Lawyer [email protected]
Natasa Cveticanin, Senior Lawyer [email protected]
OTHER PRACTICE AREAS
Some of other practice areas of Jankovic, Popovic & Mitic include different kinds of administrative proceedings (foreigners
residence and work permits etc.), representation in procedures of granting licenses (energy production and trade, broadcasting,
games of chance etc), concessions (highways, waste management) and environmental matters (development projects
regarding waste management with a number Serbian municipalities, including entrustment of the communal activities to the
Strategic Partner, as well as continuation of construction and management of the regional landfills and the selection centers).
RELEVANT PROJECTS IN LAST 12 MONTHS
CLIENT
TRANSACTION
CLIENT CONFIDENTIAL
ADVISING ON CARVE OUT AS A PART OF GLOBAL CARVE OUT
KBC GROUP N.V., BELGIUM
ACTING AS LEGAL ADVISOR OF
BANKA A.D. BEOGRAD
KBC SECURITIES
ACTED AS LEGAL ADVISOR FOR KBC SECURITIES FOR ACQUISITION OF 100%
EQUITY OF THE SERBIAN BROKERS SENZAL AND HIPOBROKER AND 60% OF THE
SERBIAN CORPORATE FINANCE BOUTIQUE BASTION.
BANCA INTESA, ITALY
ACTING AS LEGAL ADVISOR ON BEHALF OF BANCA INTESA ITALY IN ACQUISITION
OF MINORITY INTEREST IN BANCA INTESA A.D. BELGRADE
.A.S.A. INTERNATIONAL ENVIRONMENTAL SERVICES GMBH, AUSTRIA
ACTING AS LEGAL ADVISOR OF .A.S.A. IN DEVELOPMENT PROJECT REGARDING
WASTE MANAGEMENT WITH SIX SERBIAN MUNICIPALITIES
KBC GROUP N.V., BELGIUM
ACTING AS LEGAL ADVISOR OF KBC IN PRIVATIZATION OF
BIGGEST INSURANCE COMPANY IN SERBIA
ALPINE MAYREDER, AUSTRIA
ACTING AS LEGAL ADVISOR OF ALPINE MAYREDER IN THE PROCESS OF OBTAINING
A CONCESSION FOR DEVELOPMENT OF HIGHWAY FROM HORGOS TO POZEGA
CASINOS AUSTRIA AG, AUSTRIA
KBC IN ACQUISITION OF MAJORITY STAKE IN A
DDOR NOVI SAD,
ACTING AS LEGAL ADVISOR OF CASINOS AUSTRIA IN THE PROCESS OF OBTAINING
FIRST GAMBLING LICENSE AND ESTABLISHMENT OF JOINT-VENTURE COMPANY
WITH NATIONAL LOTTERY OF SERBIA
MITTAL STEEL ON ANTIMONOPOLY ISSUES AND
SERBIA RELATED TO THE ACQUISITION OF ARCELOR
MITTAL STEEL A.G., SWITZERLAND
ACTING AS LEGAL ADVISOR OF
CONCENTRATION APPROVAL IN
USA EMBASSY IN SERBIA
ACTING AS LEGAL ADVISOR OF THE AMERICAN GOVERNMENT IN DEVELOPMENT
PROJECT REGARDING NEW EMBASSY BUILDING IN BELGRADE
FKP SOJUZPLOD IMPORT
REPRESENTING RUSSIAN STATE OWNED SPIRITS PRODUCER IN WORLDWIDE
ADMINISTRATIVE AND COURT PROCEEDING RELATED TO THE PROPERTY UPON
VODKA TRADEMARKS (STOLICHNAYA, MOSKOVSKAYA).
10
REPRESENTATIVE
CLIENTS
EMBASSIES:
AUSTRIAN EMBASSY
EMBASSY OF GERMANY
EMBASSY OF GREAT BRITAIN
EMBASSY OF UNITED STATES OF AMERICA
TRADE CHAMBERS:
AMERICAN CHAMBER OF COMMERCE (Founders)
AUSTRIAN CHAMBER OF COMMERCE
GERMAN CHAMBER OF COMMERCE (DIHK)
Italian Institute for Foreign Trade (I.C.E)
BANKS:
AGRICULTURAL BANK OF GREECE
BANK AUSTRIA
BANCA INTESA
BAYERISCHE HYPOVEREINSBANK
COMMERZBANK
CREDIT AGRICOLE
DRESDNER BANK
GENERAL ELECTRIC CONSUMER FINANCE (GE)
HRVATSKA NARODNA BANKA
HYPO ALPE-ADRIA-BANK
IKB DEUTSCHE INDUSTRIEBANK
MERIDIAN BANK
RAIFFEISEN ZENTRALBANK ÖSTERREICH
RAIFFEISENBANK
UNICREDIT BANK
VOLKSBANK
ZEPTER Banka
COMPANIES AND REPRESENTATIVE
OFFICES:
ALFA-LAVAL
ALLTECH BIOTECHNOLOGY
ALPINE MAYREDER
AON Holdings
.A.S.A.
ATEKS
AUTOCOMMERCE
AUSTROWAREN
AVENTIS
AVON Cosmetics
BANK AUSTRIA CREDITANSTALT LEASING
BASF
BAUMIT
BEIERSDORF
BERLIN CHEMIE
BILLA
BIOMEDICA
CASINOS AUSTRIA
COLGATE–PALMOLIVE
COLLIERS Continental Properties
C Market
DANFOSS
DDSG CARGO
DEBIS
ECOLAB HYGIENE
EFES BEVERAGE GROUP
ENIA CARPET GROUP
ERNST & YOUNG
ERMENEGILDO ZEGNA
EUROSPORT
FKP SOJUZPROMIMPORT
FUJITSU SIEMENS COMPUTERS
FPP Balkan Limited
GENERALI VERSICHERUNG
GORENJE
GOVERNMENT OF THE REPUBLIC OF SERBIA
HENKEL
HiPP u. Co Export
HÖDLMAYR Logistics
HYPO Leasing
HYUNDAI AUTO
ILIRIKA
ILIRIKA TURIZAM
INSTITUT ZA NUKLEARNA ISTRAŽIVANJA VINČA
ITM
IVAX CR
KBC
KIKA-LEINER
KLACSKA
KLÖCKNER MÖLLER
KNJAZ MILOŠ AD
KNAUF
KOTANYI
KÖGEL
KUNERT
LKW WALTER INTERNATIONAL
LOUIS VUITTON MALLETIER
LURA
LUTZ
MANN + HUMMEL
MAYR-MELNHOF KARTON
MERCK SHARP & DOHME
MESSER GROUP
MICROSOFT CORPORATION
MICROSOFT SOFTWARE
MITTAL STEEL N.V
MK COMMERCE
MÖLER GROUP
MOL HUNGARIAN oil and gas
NECKERMANN
H. NEUMMAN INTERNATIONAL HOLDING
OBB
OLYMPUS
ORF
OSRAM
OTIS
PIONEER
PUMA
RAIFFEISEN INVESTMENT
RAUCH
REHAU
REWE
RIGIPS
ROBERT BOSCH
ROCKWOOL INTERNATIONAL
RÖFIX
SAVE THE CHILDREN FUND U.K.
SALFORD CAPITAL PARTNERS INC.
SCHENKER & CO
SCHILLER
SCHWAN STABILO
SIKA
SITECO
S‘OLIVER
STINNES
STORA ENSO
STRABAG
TELEKOM MONTENEGRO
TELENOR
TYROLIT
UNITED CARRIER TEHNOLOGIES
VEOLIA
VIESSMAN HOLDING INTERNATIONAL
VISA INTERNATIONAL
VOEST ALPINE
WELLA
WELZ INTERNATIONAL SPEDITION
YTONG HOLDING (XELLA Porenbeton Holding)
ZDRAVLJE ACTAVIS
ZEPTER OSIGURANJE
Restitution of Confiscated and Expropriated Property in Serbia
•
Not Regulated
•
Enactment of Law on denationalization and construction land is expected
•
Law on evidencing of seized property (“Official Gazette of the Republic of Serbia”, no.
45/2005)
i.
Evidencing of seized property (in accordance with regulations rendered after March 9th
1945);
ii. Evidencing completed on June 30th 2006;
iii. 73.000 applications submitted approximate value in excess of 100 billion EUR; Draft law
limits amount available for compensation to 4 billion EUR.
Main features of Draft Law on
Denationalization and Construction Land
•
Definition of property to be denationalized:
i. Property nationalized in accordance with regulations rendered after January 1st 1945;
ii. Property confiscated in accordance with regulations of occupying authorities following
April 6th 1941;
iii. Expropriated property if compensation has not been paid or if goal of expropriation
was confiscation;
•
Main principles:
i. Principle of priority of natural restitution;
ii. Principle of the autonomy of will (in regulating mutual relations between restitution
obligor and beneficiary);
iii. Principle of respecting the person and general interest;
iv. Principle of protection of bona fide purchaser;
v. Principle of urgent procedure.
Principle of Protection of Bona Fide Purchaser
•
Bona fide purchaser
i. Bona fide purchaser is person/entity who/which after nationalization has acquired
title in accordance with the law;
ii. Bona fide purchaser shall detain title.
•
Mala fide disposal
i. Disposal after October 5th 2000;
ii. Parties have had to know that property is nationalized;
iii. Every disposal after June 8th 2005 (date when Law on evidencing of seized
property came into force) is mala fide disposal;
iv. Both seller and buyer are responsible jointly and severally;
v. Does not apply:
a)
to sale of property in the procedure of privatization in accordance with Law
on privatization;
b)
to buyers which acquired the property against the market value
consideration.
Denationalization and Provisions of Sale Purchase Agreement
In Sale of Property by Public Auction
•
The Buyer has prior to the day of the auction been apprized of the fact that the
property of the Subject also includes nationalized property and agrees to treat the
nationalized property in accordance with the provisions of the law that shall govern
this area;
•
Nationalized property, in the context of the provisions hereof, shall mean property
confiscated from natural and legal entities (hereinafter referred to as previous
owners) by the application of regulations on the confiscation of property in the
territory of the Republic of Serbia, regulated by a special regulation governing the
issues related to the restitution of property;
•
The scope and nature of the rights of previous owners of nationalized property shall
be assessed in accordance with the provisions of the law governing this area, based
on the factual state on the day of holding the auction.
JANKOVIĆ, POPOVIĆ & MITIĆ
Čarli Čaplina 37,
11000 Belgrade, Serbia
Phone: +381 (0) 11 207 6850,
Fax: + 381 (0) 11 207-6899 ,
E-mail: [email protected] | Online: www.jpm.co.yu