0

In Good Company in

CENTRAL AND EASTERN EUROPE Czech Republic Hungary Poland Romania Russian Federation Slovak Republic Ukraine

CONTENTS

Noerr in CEE 3 Czech Republic 6 Focus: Corporate and M&A 7 Focus: Banking & Finance 8 Focus: Real Estate 9 Focus: Dispute Resolution 10 Focus: Tax 11 Your Contact Partners 12 Hungary 15 Focus: Corporate and M&A, Restructuring 16 Focus: Banking & Finance, Capital Markets, Insurance 17 Focus: Real Estate, Construction and Environmental 18 Focus: Competition, Antitrust and Regulatory 19 Focus: Employment 20 Focus: Tax 21 Your Contact Partners 22 Poland 24 Focus: Corporate and M&A 25 Focus: Banking & Finance, Private Equity 26 Focus: Real Estate 27 Focus: Employment 28 Your Contact Partner 29 Romania 31 Focus: Corporate and M&A 32 Focus: Banking & Finance, Capital Markets, Insurance 33 Focus: Real Estate, Construction, Public Procurement 34

1

2

Focus: Employment 35 Focus: Dispute Resolution, Restructuring & Insolvency 36 Your Contact Partners 37 Russian Federation 39 Focus: Corporate and M&A 40 Focus: Real Estate, Construction and Environmental 41 Focus: Antitrust, Competition & Regulatory 42 Focus: IT, IP and Media 43 Focus: Tax and Financial Advice 44 Your Contact Partners 45 Slovak Republic 48 Focus: Corporate and M&A 49 Focus: Banking, Capital Markets, Corporate Finance 50 Focus: Real Estate 51 Focus: Competition, Antitrust and Distribution Regulation 52 Focus: Employment 53 Your Contact Partners 54 Ukraine 56 Focus: Corporate and M&A 57 Focus: Real Estate 58 Focus: IP and Media, IT and Telecommunications 59 Focus: Distribution 60 Your Contact Partners 61 Offices 62

3

NOERR IN CEE Your Partner in Central and Eastern Europe

With more than 150 lawyers, tax advisors and auditors in Central and Eastern Europe, we are among the leading law firms in the region. Our clients benefit from over 20 years experience in advising foreign investors and local companies in CEE/CIS. International companies (Dax 30) and well-known medium sized companies place their confidence in us for greenfield investments, M&A transactions, joint ventures and restructur-ing.

Noerr is a first-class European law firm – with more than 470 professionals, five offices in Germany, seven in Central and Eastern Europe, an office in Alicante (Spain), an office in London and a representative office in New York. Our core business is excellent legal and tax ad-vice which develops sustainable solutions and creates added business value ­ in selected areas of commercial law

We were among the first western law firms to open offices in Central and Eastern Europe. We have continued to build on this advantage by experience and networking in industry, politics and administration. Our experts are aware of the national and western legal culture, speak the language of our clients – as well as German, Eng-lish and the national language.

­ innovatively and pro-actively

­ in a solution-oriented way and with solid academic foundations

­ with integrated skills and abilities and focus on sectors

­ with a partner-driven and client-oriented approach

­ with strategic competence We advise our clients comprehensively and sup-port them in optimising their investments. In particular, through our offices in London, New York and Frankfurt am Main, we support entry to the international financial markets. With our

Together with our cooperation partners, Noerr Consulting AG and Noerr Wirtschaftsprüfungs- und Steuerberatungsgesellschaften, we develop comprehensive legal, tax, finance and manage-ment solutions.

CEE Desks in Berlin, Frankfurt am Main and Mu-nich and ad-hoc Desks in London, New York and other offices, we also routinely coordinate multi-national projects. For more information visit www.noerr.com

In 2012, the British online service International Law Office (ILO) has honoured Noerr for the third time with the “Client Choice Award” as best German law firm. Both last year and in 2007, the law firm was the national winner in the international survey. Law firms and lawyers in 64 countries receive the Client Choice Awards on the basis a survey of more than 2,000 in-house lawyers. Established in 2005, the ILO awards are

worldwide among those most respected for law firms.

of

Noerr has, for the second time, been named as “Client Service Law Firm of the Year“ for Germany by Chambers Europe Awards for Excellence 2012. With this award, the British legal publisher Chambers and Partners, as it already did in 2010, honours Noerr’s outstanding client work, professionality and excellent client service. The award is based

on excellent client feedback such as “... is well structured, extremely responsive and organised. The different departments work closely together.“

Noerr has received seven ACQ Global Awards 2010, including those as Germany’s “Most Trusted Law Firm of the Year” and “Client Care Law Firm of the Year“.

At the ACQ Law Awards 2010, Noerr was also chosen as “Full Service Law Firm of the Year – Rus-sia” and “Law Firm of the Year – Russia” in many other categories. In 2009, ACQ had designated Noerr as Germany’s ”Large ‘Full Service’ Law Firm of the Year” at its ACQ Country Awards for its ‘exceptional performance’. Additionally, Noerr also had been honoured as “Commercial Law Firm of the Year – Eastern Europe” at the ACQ Global Awards 2009 for being the law firm which ‘had the greatest impact on the industry in 2008’.

At the JUVE Awards 2010 the German legal publisher JUVE awarded Noerr with the titles “Law Firm of the Year” for M&A and for Dispute Resolution. In 2009, Noerr had been

honoured as Law firm of the year for its antitrust law practice and as Law Firm of the Year for eastern Germany, in 2008 as “Law Firm of the Year” for procurement law. The editors of the German leading legal publisher JUVE base their decision on information gained during extensive research and inquiries with market participants.

WORLDWIDE NETWORK – LOCAL EXPERTISE “Commercial Law Firm Of The Year – Eastern Europe”

4

CZECH REPUBLIC

5

6

CZECH REPUBLIC Prague

Our Practice Areas The opening of our Prague office in 1990 was the first step on the road to Noerr being recognised as one of the top firms providing legal services in Central and Eastern Europe. Today, the firm is one of the largest law firms in the Czech Repub-lic.

­ Corporate and M&A

­ Banking & Finance

­ Capital Markets

­ Real Estate Our clients benefit from our integrated legal and tax advice. Based on clients‘ requirements, we establish working groups comprising colleagues from our other branches and cooperating of-fices, enabling us to provide our clients with the best solution for each project. The scope of our advice covers all areas of business law.

­ Competition and Antitrust

­ Dispute Resolution

­ Insolvency and Restructuring

­ IP and Media

­ IT and Telecommunications

­ Employment

­ Environmental

­ Tax

­ Distribution

Our comprehensive services include advice on ­ Establishing companies and branches

­ Memoranda of association, agreements be-tween partners and joint venture agreements

­ Purchase and sales of businesses and owner-ship interests, structuring of transactions, ac-quisition contracts

­ Transformation and restructuring projects

­ Structuring investments and disposal of investments

­ Obtaining investment incentives, including EU funds and taking advantage of other forms of public support

­ Due Diligence

Recent Major Projects US finance investor Oaktree Capital Manage-ment: acquisition of the foreign liquor business of the fruit juice manufacturer Eckes AG (brands including Stock, Fernet Stock, Stroh, Keglevich) in a tender. 70 per cent of the deal’s volume was realised in the Czech Republic, the rest in Germany, Slovakia, Austria, Italy and the USA. Czech merger clearance and a comprehensive restructuring of the Czech business including two post-acquisition mergers Linde AG (now The Linde Group): advice on the Czech part of the four billion euro disposal of the Forklift Division to the US finance investor KKR and Goldman Sachs, including a comprehensive vendor’s due diligence of the most important entities, legal factbook on behalf of Linde (to-gether with our Frankfurt office). The transaction constituted one of the largest takeovers of a German business by international investors. Thomas Cook AG: acquisition of several Czech travel agents, comprehensive legal, tax and fi-nancial due diligence and the subsequent re-structuring

Deutsche Börse AG: advice on a contemplated acquisition of a Czech IT company and the estab-lishment of Deutsche Börse Services s.r.o., a sub-sidiary for the development of IT applications and services, drawing from investment incen-tives

CZECH REPUBLIC Focus: Corporate and M&A

7

Our comprehensive services include advice on ­ Market entry (establishing representative of-

fices for banking services, establishing banks and branches of foreign banks)

­ Obtaining banking licenses and other types of proceedings, including representation before the Czech National Bank

­ Capital markets supervisory authority issues

­ Insurance supervisory authority issues

­ Foreign banking documents for use in the Czech Republic

­ Statutes and internal regulations for banks

­ General terms and conditions

­ Introduction of new banking products

­ Bank documents, especially loan agreements and related security documents

­ Leases and factoring contracts

Recent Major Projects Anglo Irish Bank Corporation plc as financing bank: acquisition of The Iron Gate Hotel & Suites, situated in the centre of Prague and run by Ac-raman Czech Republic s.r.o. We drafted the Czech security documents, reviewed the facility agreement and other financing documents from a Czech law perspective and reviewed a legal due diligence Bank of Scotland plc: advice on a 42 million euros/88 million British Pounds/39 million Swiss Francs loan provided to the Rocco Forte Group for the purpose of financing the acquisi-tion and development of hotels in Europe Austrian Investkredit Bank AG: financing of the construction of two shopping malls, includ-ing drafting and negotiation of the loan docu-mentation and a limited real estate due dili-gence US private equity house: Czech aspects of a 1.55 billion US-Dollars world-wide refinancing of Hexion Specialty Chemicals Czech bank ČSOB a. s. (member of the KBC group): advice on a 250 million CZK (approx. 10.46 million euros) loan provided to the German Synlab Group for the financing of the acquisition of three Czech companies in the health care sector

CZECH REPUBLIC Focus: Banking & Finance

8

Our comprehensive services include advice on ­ Structuring real estate investment trusts

­ Greenfield projects, from the selection of the location to the actual implementation of the project

­ Brownfield projects

­ Construction, in particular preparation of con-tracts on project documentation, on construc-tion supervision, construction contract and other agreements, and representing clients during disputes

­ Leases, purchase contracts, sale and lease-back contracts, easement agreements, mortgage contracts and agreements on pre-emptive rights

­ Restitution disputes

Recent Major Projects Tengelmann Warenhandelsgesellschaft KG, a German supermarket chain: Czech part of the contemplated worldwide restructuring of its real estate. We advised on the legal and tax structure of the transaction and coordinated the experts to carry out the valuation of the properties. Vol-ume: approx. 220 million euros Hannover Leasing GmbH & Co. KG: acquisition of “Palladium”, the largest downtown business and shopping complex in the Czech Republic, in the city centre of Prague, by way of a share deal. Project volume: exceeding 530 million euros. We also advised on the acquisition of Praha City Center, a business and shopping complex in the centre of Prague, for the portfolio of Hannover’s first property fund in Central Europe, structuring of the closed-end property fund, legal and tax advice on the transaction, legal and financial due diligence. Volume: 75 million euros Cayman Chemical Company, Inc.: separate ac-quisition of real estate in the course of the acqui-sition of a Czech producer of active ingredients for pharmaceuticals NeraPharm (Spolana/ Unipetrol Gruppe) by way of a combined share and asset deal. We also ensured the environ-mental issues connected with the separate ac-quisition of real estate in the course of a com-prehensive due diligence.

CZECH REPUBLIC Focus: Real Estate

9

Our comprehensive services include advice on ­ Representation before courts of all levels, in-

cluding the Constitutional Court of the Czech Republic

­ Representation before Czech and international arbitration courts

­ Resolution of disputes, negotiation and con-tractual regulation of conciliations

Recent Major Cases Czech Republic (Ministry of Finance): arbitra-tion proceedings (ICC Rules, Paris) against Mittal Steel Holding on issuing 14 per cent shares of Mittal Steel Ostrava a.s. or provide compensation of 260 million US-Dollars Škoda Auto, a.s.: dispute regarding a claim for payment of receivables against Motokov, a.s. in a total amount of roughly 274.5 million Czech Koruna (almost 11.4 million euros) Ferromet Akciová Společnost, member of the metallurgic group Z-Group: determination of proceedings regarding ownership of a claim in the amount of approximately two million US-Dollars; the value of the claim including appur-tenances amounts to almost five million US-Dollars Foreign distributors: four arbitration cases (Arbitration Court of the Economic and Agrarian Chamber of the Czech Republic) against the Budvar brewery on the invalidity of a termina-tion of distribution agreements A Czech automobile producer: arbitration pro-ceedings (ICC, Paris) against its French partner for rally sports

CZECH REPUBLIC Focus: Dispute Resolution

10

11

CZECH REPUBLIC Focus: Tax

Recent Major Projects Our comprehensive services include advice on Hannover Leasing GmbH & Co. KG: all tax and accounting aspects of its investment project “Palladium” (see also: Focus: Real Estate), the subsequent restructuring; tax and accounting aspects of the acquisition of a Czech office cen-tre for the purposes of a later foundation of a real estate fund

­ Structuring acquisitions, mergers and other forms of corporate restructurings, private eq-uity transactions and their tax optimising, re-view of tax matters within the scope of a due diligence

­ International taxation and tax planning, includ-ing the finance structuring, application of dou-ble taxation treaties and EU law

Oaktree Capital Management: tax aspects of the acquisition of Stock Plzen a.s. as part of the acquisition of Eckes’ spirits business and the fi-nancial structuring of the transaction

­ Tax aspects of real estate

­ All taxes in day-to-day business practices, review of agreements

­ Tax returns, including representation in deal-ings with tax administration, assistance during tax inspections, applications for binding rulings and for tax relief

Thomas Cook AG: comprehensive tax and finan-cial due diligence of several Czech travel agents in the course of the acquisition Fresenius Kabi AG and its subsidiary Fresenius Kabi s.r.o.: tax and accounting structuring of the acquisition of Infusia a.s. and the post-acquisition squeeze-out

­ Application of value added tax, requests for VAT refunds to foreign entities

­ Personal income tax, social security and health insurance, taxation of employees’ benefits and secondment of employees

Fresenius HemoCare CZ: tax advice on an on-going basis, tax advice on setting-up a new pro-duction site for infusion bags including receipt of investment incentives (tax relief)

­ Financial and payroll accounting, including re-porting

­ New developments in tax and accounting regu-lations (training courses for clients)

YOUR CONTACT PARTNERS Czech Republic

Barbara Kusak Rechtsanwältin (Germany), Advokátka (CZ) T +420 233112111 barbara.kusak@noerr.com

Philip Smitka Rechtsanwalt (Germany), Advokát (CZ) T +420 233112111 philip.smitka@noerr.com

Barbara Kusak is managing partner and head of corporate of the Prague office. She is an experi-enced specialist in M&A and Corporate Finance and advises companies comprehensively on in-vestments and divestments in the Czech Re-public and Central and Eastern Europe. She has acted in many M&A transactions and project fi-nancing cases and has directed and conducted Legal Due Diligences. She also advises on Czech and European Competition law, including cartel and infringement proceedings, merger control and competition compliance trainings. The in-dependent lawyers ranking institutions Cham-bers and Legal 500 refer to her as one of the leading M&A and competition lawyers in the Czech Republic. Who's Who of Franchise Lawyers 2011 lists her as only recommended expert on this field for the Czech Republic.

Philip Smitka is heading the commercial and dispute resolution practice in the Prague office and represents clients in international arbitra-tions and investment disputes. He provides advice to foreign investors on is-sues of commercial and corporate law, as well as to Czech clients on their international activi-ties. Within his expertise, he has provided ad-vice on numerous cross-border M&A transac-tions, restructuring and outsourcing projects. He has cooperated, inter alia, on the implemen-tation of distribution systems and in the fields of intellectual property, product liability, D&O liability, data protection and on renewable en-ergy projects. A key area of his expertise is in-vestment protection law.

12

YOUR CONTACT PARTNERS Czech Republic

Ing. Dita Šulcová, LL.M. Tax Advisor (CZ) T +420 233 112111 dita.sulcova@@noerr.com

Dita Šulcová is Head of Tax of the Prague office. She specialises in the tax structuring of M&A transactions and international taxation. Dita Šulcová has profound experience in tax struc-turing cross-border and national projects, pro-ject, financing cases and financial services mat-ters. She actively participates in expert debates on tax reforms and lectures at seminars for tax professionals.

13

HUNGARY

14

Founded in 1990, our Budapest office was the first German-speaking law firm with its own full representation in Hungary. Our lawyers, tax advi-sors and auditors provide comprehensive service to foreign and domestic clients in all areas of Hungarian commercial law. Handling large and complex transactions, we provide services to in-ternational listed corporate groups as well as businesses from the German “Mittelstand”.

Our Practice Areas ­ Corporate and M&A

­ Banking & Finance, Capital Markets, Insurance

­ Real Estate, Construction, Environmental

­ Competition, Antitrust and Regulatory

­ Public Procurement

­ Restructuring & Insolvency

­ IP and Media

­ IT and Telecommunications

­ Data Protection

­ Employment

­ Tax

­ Commercial, Distribution, Product Liability

HUNGARY Budapest

15

A central focus of our Budapest office is advising in connection with investment projects by west-ern clients in Hungary. We are well-known for our strong practice in the area of Corporate and M&A, including many niches such as insurance law and auxiliary proceedings (e.g. environ-mental or archaeological compliance). Our services include advice on ­ Acquisition, restructuring and financing of

companies

­ Formation of joint ventures, subsidiaries, representative offices and branches

­ Implementation of greenfield and brownfield projects

­ Optimal taxation structures for acquisitions etc.

­ Tax and financial due diligence

In restructuring situations, we advise compa-nies and their managing directors, entrepreneurs (shareholders and investors) as well as third par-ties (creditors, in particular banks) on all ques-tions of corporate and insolvency law.

Recent Major Projects Monsanto Company, one of the world biggest manufacturers of seeds and agricultural chemi-cals: distressed acquisition of a Hungarian seed processing plant. Transaction volume: approx. 19.6 million euros Insolvency administrator of Lomo Lorenz Mohr GmbH & Co. KG, an operator of gas stations and a fuel card system: sale of the Hungarian subsidi-ary. The Hungarian company is one of only three companies in Hungary in possession of a license for cleaning fuel tanks. Haribo Group: international restructuring, we performed company law duties in relation to the change of ownership of Haribo companies in Hungary Mahart Duna-Cargo, one of the largest Hungar-ian river transport companies and the subsidiary of the Austrian Erste Donau-Dampfschiffahrts-Gesellschaft m.b.H: restructuring of the group. Our advice included the analysis of several re-structuring and insolvency structures as well as the continuous negotiation with the Austrian banks, the major creditors of the group. We managed a debt volume of approx. 70 million euros. Brokernet Group, Hungary’s largest insurance agency company: restructuring and establishing a holding structure

HUNGARY Focus: Corporate and M&A, Restructuring

16

We regularly act for banks, financial institutions and insurance companies intensifying their ac-tivities in Central and Eastern Europe, particularly in the field of acquisition and real estate financ-ing. We also advise foreign investors seeking ex-ternal financing for their projects in Hungary. Our services include ­ Advising on the market entry, i.e. establishment

of banks, insurance companies and investment companies and representative offices, includ-ing obtaining the necessary licenses from the Hungarian Financial Services Authority and other regulatory bodies

­ Advising and representing our clients in con-nection with regulatory proceedings concern-ing day-to-day operation as well as extraordi-nary events, e.g. suspension of funds

­ Drafting by-laws, internal regulations, model contracts and general terms and conditions for banks, insurance companies, investment fund management companies

­ Advising banks and companies during all phases of corporate finance, project finance as well as bridge and mezzanine finance

Recent Major Projects Kleylein Group: advising the insolvency admin-istrator of Kleylein Verwaltungs GmbH and of Kleylein Formen GmbH & Co. KG in relation to the insolvency proceedings of Kleylein Hungary Kft. Royal Bank of Scotland: putting together and concluding a security package under Hungarian law Bank of New York Mellon and a global provider of broker-dealer, registered investment advisor and prime brokerage services: advice on possi-bilities and constraints under Hungarian law for the provision of cross-border clearing, broker-age, and settlement and execution services. The instruction formed a preparatory part of the cli-ent’s plans to expand in the Central and Eastern European markets. A subsidiary of a globally active asset manage-ment company (UK): conditions of asset man-agement services provided to Hungarian clients, in particular regarding the obligatory content of prospectuses and the provisions of online adver-tising.

HUNGARY Focus: Banking & Finance, Capital Markets, Insurance

17

Providing comprehensive advice on real estate investments is one of the core activities of our Budapest office. Our clients in this field include real estate developers, investment funds, leasing companies and manufacturers. We also counsel general contractors, private owners, planners, subcontractors, architects and engineers in all areas of public and private construction law. Our legal services address, inter alia

­ Greenfield and brownfield investments

­ Contracts on the acquisition and sale of real estate (both asset and share deals)

­ General planning and construction agreements and leases

Recent Major Projects Hungarian subsidiary of Puma AG, a German manufacturer of sports apparel: concluding and re-negotiating of lease agreements for Puma shops in Hungary’s major shopping malls (WestEnd City Center, Árkád, Mammut, Arena Plaza, Fashion Street, Premier Outlet Center, M3 Outlet Center) United Biofuels Ltd.: various procedures before the Hungarian building authorities Major premium car manufacturer: in the plan-ning and construction of a new automobile fac-tory. On the basis of the total investment value, this project is the biggest greenfield investment ever made in Hungary to date. Spanish investor Habitat Group: various prop-erty acquisitions and developments of residen-tial properties (in total several hundreds of flats) in Budapest Tengelmann Real Estate International: devel-opment of shopping malls and supermarkets in Hungary Knorr Bremse, a German manufacturing com-pany: extension of its R&D facilities and the expansion of its industrial centre in Budapest

HUNGARY Focus: Real Estate, Construction and Environmental

18

We advise national and international clients from various sectors on all issues related to national and European antitrust law. Our services include advice on ­ Merger control proceedings

­ Joint ventures and cooperation agreements between competitors and purchasing, joint production and distribution

­ Abuse of a dominant market position, including discriminatory conduct

­ Competition compliance, cartel investigations and antitrust litigation

­ Structuring and implementing distribution sys-tems (authorised dealers, selective distribution systems, franchise systems)

­ EU state aid law

In addition to general competition law, we also advise clients with regard to sector-specific anti-trust rules, e.g. unbundling and network access in the energy and transport sectors.

Recent Major Projects Major premium car manufacturer: notification procedure with the European Commission con-cerning state aid granted by the Hungarian state for the establishment of a new car factory Major Hungarian producer of construction ma-terials: competition compliance training to the management and sales force and advise on vari-ous competition matters and unfair trading prac-tices Import and wholesale companies of two major car manufacturers: advice on the new European motor vehicle block exemption regulation and, in particular, on the necessary amendments to their dealership and service station agreements Major oil and gas company: investigation by the Hungarian Competition Authority concerning the alleged abuse of a dominant position in the market for the wholesale distribution of gasoline by a competitor Swiss manufacturer of watches: advice on un-fair trade practices by Hungarian companies in the online sale of goods Atomenergomash ZAO TTM, a nuclear energy company owned by the Russian state: obtaining an authorization of its concentration with the Ganz Group’s nuclear equipment-manufacturing branch, from the Hungarian competition au-thorities

HUNGARY Focus: Competition, Antitrust and Regulatory

19

Our comprehensive services include advice on both individual and collective labour issues.

We provide advice in all areas of employment, labour, pensions and benefits law in all stages of the business of the clients. Among others, we focus on

­ Drafting of employment agreements, managing director agreements, post-contractual non-competition restrictions

­ Preparing bonus schemes, internal guidelines

­ Dealing with unions in collective bargaining

­ Representing clients before administrative authorities, courts and as arbitration panels in dispute with individual employees

­ Drafting agreements with expats

­ Dealing with restructuring and outsourcing projects

­ Mass redundancies

­ Structuring of working hours schemes

Recent Major Projects Peek & Cloppenburg: all kinds of employment-law related issues (on an ongoing basis) Hungarian subsidiary of Daimler AG: all kinds of employment-law related issues such as the set up of the various labour-law related contracts and by-laws, agreement with expats etc. (on an ongoing basis) Diageo Group: employees’ transfers Barclays Bank: insourcing project Hungarian subsidiary of Tengelmann Group: implementation of a bonus remuneration scheme for their executives in Hungary Hungarian subsidiary of Prinzhorn Holding GmbH: termination of a larger number of em-ployment contracts on a step-by-step basis Hungarian subsidiary of the Terex-Demag Group: introduction of a a new working-time frame system for different positions Hungarian subsidiary of the Max Aicher Group: representation against its former managing di-rector who petitioned the court to establish the unlawful termination of employment Hungarian subsidiaries of Energie Oberösterreich AG: conclusion of contracts for educational purposes with their employees

HUNGARY Focus: Employment

20

21

HUNGARY Focus: Tax

Recent Major Projects Our experienced team of tax consultants and tax lawyers provides comprehensive advice to inter-national corporate groups and medium-sized companies, investors and shareholders, includ-ing auditing and management services.

Hypo Investmentbank AG: different personal income tax issues ÓAM Ózder Stahlwerke: preparation of transfer pricing documentation and representation be-fore the Hungarian Tax Authorities

­ Structuring and optimisation of tax obligations in connection with the sale and purchase of companies and shares, management buy-outs and leveraged buy-outs

BayernLB: detailed tax due diligence in connec-tion with the restructuring of the MOM compa-nies ­ Tax advice for the establishment and operation

of joint ventures and companies by mergers, split-ups, transformation of legal form and capi-tal contributions

Insolvency administrator of the Knaus Tabbert group: structuring state aid (indemnity bonds) and the authorisation procedure in order to fa-cilitate the structured sale to an investor

­ Preparation and optimisation of corporate group structures by selection of legal form, group and holding structures, international location planning, separation of businesses, structuring of tax groups and internal agree-ments

Max Aicher Group: tax structuring of the con-solidation of Hungarian subsidiaries Hungarian real estate investor Kelen Park Kft.: tax questions concerning the corporate reor-ganisation and the restructuring of the real es-tate portfolio

­ Adjustment of transfer pricing schemes

­ Structuring the tax base for corporate tax

­ Planning of using losses carried forward

We have extensive experience in optimally using tax benefits and relieves. We closely cooperate with our experts in employment law in labour-related questions.

YOUR CONTACT PARTNERS Hungary

Prof. Dr. Jörg K. Menzer Admitted to the bar in Germany (Rechtsanwalt), Hungary (Ügyvéd), Romania (Avocat) and the Slovak Republic (Advokát) T +36 1 2240900 joerg.menzer@noerr.com

Dr. Zoltán Nádasdy Ügyvéd, Attorney specialising in environmental law T +36 1 2240900 zoltan.nadasdy@noerr.com

Prof. Dr. Jörg K. Menzer is Managing Partner of the Budapest office. He is also responsible for the coordination of the CEE practice of Noerr for international clients. He specialises in M&A transactions and concentrates on structuring major foreign investments in Hungary. He has experience in acquisitions, privatisations and greenfield investments, based on his knowl-edge of the business and legal environment in CEE. In addition, Jörg K. Menzer worked on many restructurings, private equity investments and capital measures as well as for public listed companies.

Dr. Zoltán Nádasdy heads the Budapest office and our team for real estate and public law. In addition to being qualified as a Hungarian attorney, he is also an expert attorney for envi-ronmental law. Zoltán Nádasdy advises clients from Hungary and abroad on all matters arising in the course of real estate investments. This in-cludes inter alia the selection and review of sites for real estate and environmental risks, the structuring, drafting and negotiation of general contractor agreements and on works and ser-vices. Due to his vast experience with major in-vestments, he also advises industrial clients on complex, long-term agreements concerning the construction, delivery and servicing of machin-ery and large-scale plants.

22

POLAND

23

The Warsaw office of Noerr was founded in 1992. Our Warsaw team combines local and western know-how in all practice areas and renders legal advice to national and international clients. Our professionals are qualified in Poland as well as in Germany. We advise on Polish and German law and have a broad experience in handling investments of in-ternational clients in Poland. Our multinational and interdisciplinary team provides foreign investors with local advice and solutions which fit into the relevant international framework of their project.

Our Practice Areas

­ Corporate and M&A

­ Banking & Finance

­ Capital Markets

­ Real Estate

­ Competition and Antitrust

­ Dispute Resolution

­ Insolvency and Restructuring

­ IP and Media

­ IT and Telecommunications

­ Employment

­ Environmental

­ Distribution

POLAND Warsaw

24

In corporate law, we have a strong focus on transactional advice. The Warsaw M&A Practice Group is continuously involved in international M&A projects and handles – in close cooperation with the CEE desks in our German offices – large and complex transactions. Throughout M&A pro-jects, we provide our clients with one-stop advi-sory services. Our comprehensive services include ­ Due Diligence of companies and assets

­ Share and asset deals

­ Structuring of financing and collaterals

­ Share purchase agreements and shareholders’ agreements

­ Asset valuation and antitrust clearance

Recent Major Projects Axel Springer AG: acquisition of a 25 per cent stake in Poland’s first private TV broadcaster Pol-sat S.A., one of the two leading private TV broad-casting groups in Poland. We advised on media and cartel law including the relevant Polish law. Volume: approx. 250 to 300 million euros Hightex International: acquisition of 50 per cent of the share capital of a Polish limited liability company. This transaction was one of the initia-tive transactions in the restructuring process within the Hightex Group. Subsequently, Hightex International AG was acquired by the newly established Hightex Group plc in order to admit Hightex Group plc to the Alternative In-vestment Market of the London Stock Exchange. Verlagsgruppe Passau GmbH (VGP): sale of its subsidiary Euro-Druckservice Aktiengesellschaft to funds of the finance investor 3i plc. VGP pub-lishes national daily newspapers and periodicals, operates high-capacity newspaper printing plants, provides Internet services and has inter-ests in local radio stations Ybbstaler, the Austrian fruit juice producer be-longing to the BayWa Group: acquisition of the Polish concentrate manufacturer Lukta from the Oziembło family

POLAND Focus: Corporate and M&A

25

Banking & Finance and Private Equity are strong practice areas of our Warsaw office. We cover the most significant aspects of banking and financial law for direct investment in the Polish market including ­ Inter-group lending and inter-group leasing

­ Cash pooling

­ Project financing

­ Foreign exchange

­ Budget and money laundering regulations

­ Securities, including asset-backed securities

­ Tax and financing regulations

­ Trade finance

­ Inter-company loans

­ Payroll structuring

­ Leveraged finance

­ Structured finance

­ EU financial law

­ Leveraged Buy-outs

­ Secondaries

­ Venture capital investments

­ Structuring PE funds

­ Carried interest or co-investment schemes

Recent Major Projects Merrill Lynch Private Equity and Bank of America Capital Partners: indirect acquisition of all shares in Polish subsidiaries of a major Italian manufacturer of electronic devices. Our services encompassed legal and tax due diligence and adjustment of contractual framework provisions to the requirements of Polish law. We were also involved in the structuring of the acquisition fi-nancing scheme for Poland. Deal volume: ex-ceeding 400 million euros Ruby Acquisitions, an acquisition vehicle of the US American investor Oaktree Fund: offer of 266.3 million euro (182.2 million British Pounds) for Richmond Foods plc., the leading ice cream manufacturer in the UK. We advised together with London law firm Macfarlanes. EOS Finance GmbH: acquisition of a portfolio of Polish (non-performing) commercial receivables. Originally, the acquisition was intended to be by a joint venture company consisting of EOS Fi-nance GmbH (belonging to the Hamburg based Otto-Group) and Calyon Investment Bank, Paris. Volume: approx. 25 million euros Credit Suisse: refinancing of a logistics centre, including the negotiations of credit agreements, creating securities and various due diligence ex-aminations of the real estate envisaged to be re-financed. Credit volume: approx. 40 million euros

POLAND Focus: Banking & Finance, Private Equity

26

When it comes to real estate projects, our com-prehensive advice on legal and tax matters is highly rated by foreign investors operating in the Polish market. The scope of our legal services in this area includes ­ Financing

­ Development and construction

­ Real estate transactions

­ Sale-purchase and rental agreements for land, industrial buildings, office premises and resi-dential accommodation

­ Registering and verifying mortgages of land and buildings

­ Registration of documents for real estate projects

Recent Major Projects Robert Bosch: joint-venture involving Denso Corp. of Japan in relation to a major greenfield project concerning the construction of an auto-motive manufacturing plant in south-western Poland. Approximately 700 people will be em-ployed in the new plant. Volume of planned in-vestment: around 160 million euros Alpine Bau Deutschland: issues connected, inter alia, with a project concerning underground parking in Cracow and in Toruń. Both deals comprise complex negotiations with the admini-stration and public authorities. German real estate developer Hannover Leasing GmbH & Co. KG: structuring the acquisition from Commerzleasing and the subsequent sale of one of the biggest and most modern office buildings in Poland (Warsaw business tower called “Rondo 1”), one of the largest transactions of that kind in 2006 in Poland. Transaction volume: approx. 250 million euros

POLAND Focus: Real Estate

27

28

POLAND Focus: Employment

Recent Major Projects We advise our clients on a variety of employ-ment law issues concerning Polish and foreign nationals, including

Polskapresse (publisher), ISS Multiservice (Dan-ish properties and facility manager) and Telenot Electronic (German manufacturer of high end security technology): several employment schemes and labour contracts for various cate-gories of their employees

­ Work permits and secondments

­ Salary payments

­ Employee incentives

­ Lease of personnel Boehringer Ingelheim: compliance-check of the employment documentation used by the firm's Polish subsidiary, the deployment of an execu-tive in Poland and the introduction of an em-ployee council and other employment law issues

­ Transfer of employees in the course of company reorganisations

­ Dismissal of employees

­ Employment agreements

­ Internal staff regulations Verlagsgruppe Passau: restructuring of the management boards of the company's two Pol-ish subsidiaries, including termination and draft-ing of management services contracts and em-ployment contracts

Axel Springer AG: due diligence examination of a Polish company, which included numerous employment law issues ISS Facility Services Sp. z o.o., the Polish sub-sidiary of ISS: due diligence examination of a Pol-ish company, including numerous employment law issues Additionally, the list of our employment law cli-ents includes, inter alia, ThyssenKrupp Services AG, Misys Banking Systems GmbH, The Swatch Group AG and BBDO Europe Ltd.

YOUR CONTACT PARTNER Poland

Dr. Jacek Bąk Rechtsanwalt and Radca prawny (PL) T +48 22 5793060 jacek.bak@noerr.com

Dr. Jacek Bąk is Co-Managing Partner of the Warsaw office. Jacek Bąk is qualified in Germany (Rechtsanwalt) and Poland (legal advisor). He graduated from the faculty of law at Gdańsk University in Poland (magister prawa) and from the University of Freiburg in Germany. He was a visiting scholar at Berkeley, U.S.A. and Cape Town, South Africa, and worked for the Frank-furt office of a Magic Circle English law firm where he was a member of the finance practice group. Jacek Bąk specialises in banking and fi-nance but also practices in antitrust and distri-bution law. He publishes regularly in the field of finance, banking and antitrust law.

29

ROMANIA

30

Our Bucharest office was founded in 1998. The Bucharest team’s professionals are specialised in all areas of Romanian law, tax and financial advi-sory. We are the only integrated firm on the mar-ket offering all three areas of expertise from our own resources. Our financial and tax consulting firm Noerr Finance & Tax S.R.L., founded in 2004, renders the services of tax advisory, financial audit and ac-counting, covering both local and international tax and financial advisory matters.

Legal Advice ­ Corporate and M&A

­ Banking & Finance, Capital Markets

­ Real Estate and Construction Law

­ Public Procurement

­ Competition, Antitrust and Distribution

­ Restructuring & Insolvency

­ IP and Media

­ IT and Telecommunications

­ Employment

­ Pharmaceutical Law

­ Insurance Law and Pensions

­ Dispute Resolution

­ Energy and Environment

Tax and Financial Advice

­ Audit and certification services

­ Financial advisory services

­ Transaction services

­ Accounting

­ Tax assistance

­ Accounts receivable management and insolvency management

­ EU structural funds

ROMANIA Bucharest

31

32

ROMANIA Focus: Corporate and M&A

Recent Major Projects Our comprehensive services include advice on

­ Structuring investments and divestitures (greenfield/brownfield)

American worldwide courier UPS: acquisition of 100 per cent of the shares in a Romanian company by providing legal assistance during SPA negotiations and due diligence work

­ Establishment of companies and branches

­ Memoranda of Association Bosch Group: advice on business activities in Romania (long term client)

­ Shareholder agreements and joint ventures agreements

­ Acquisition and sales of businesses and

ownership interests, structuring of transactions Multinational industrial service group Bilfinger Berger Industrial Services AG: structuring of business activities in Romania, including the ne-gotiations of contracts in various legal fields after having assisted in the takeover of the assets of a Romanian industrial services company

­ LBOs, takeovers, spin-offs, outsourcings and other asset deals

­ All M&A related aspects, such as real estate and environmental issues, employment, corporate and commercial, financial and competition is-sues

The world leader in high-technology rail transit solutions: advice on business activities in Roma-nia ­ Transformation and restructuring projects

­ Romanian and European Union legislation A major Austrian Bank: cross-border takeover of a leasing company, assisting in both corporate and competition issues

Our comprehensive services include advice for local and international credit institutions, finan-cial institutions, investment funds, leasing insti-tutions and corporate clients on various matters such as ­ Structuring all type of financing transactions or

investments

­ Incorporation process and authorisation of changes in existing structures

­ Regulatory issues

­ Standard form agreements and documentation used by credit institutions and leasing institu-tions in their day-to-day businesses

­ Finance documentation, such as bilateral, syn-dicated and other single or multi-currency loan facility agreements, including all kinds of secu-rity agreements and accessory transaction documentation, as well as registration thereof with the relevant authorities

­ Compliance with applicable laws and special regulations

Recent Major Projects A major German investment bank: investment loan facility destined for the acquisition of real estate, amounting to 225 million euros, granted to twenty-eight borrowers, including four Ro-manian companies. We provided the corporate due diligence check of the borrowers, checked the real estate law aspects of the financed prop-erty, drafted the security agreements and en-sured compliance of the loan agreement with Romanian law. A major German retail chain: loan facility des-tined to finance the expansion of their compact discounting hypermarket format and granted by EBRD. We assisted the borrower in ensuring compliance of the loan documentation (includ-ing the security agreements) with Romanian law and issued a corporate legal opinion in respect of the borrower. A syndicate of Romanian and international banks: financing of the acquisition of oil prod-ucts from one of the biggest Romanian compa-nies acting in this field by advising the syndicate on a 110 million US-Dollars revolving credit facil-ity agreement. We coordinated the transaction and the negotiations together with other law firms in Great Britain, the Netherlands and Swit-zerland, including the preparation of the related security agreements over the assets of the bor-rower.

ROMANIA Focus: Banking & Finance, Capital Markets, Insurance

33

Our comprehensive services include advice on ­ Acquisition and alienation of real property

(land and buildings)

­ Acquisition, sale and development of real es-tate projects

­ Documentation for obtaining building permits

­ Architectural and construction agreements

­ Contracts for services, project and facility man-agement

­ Leases, including institutional leases

­ Sale and leaseback contracts, easement agree-ments, mortgages and agreements on pre-emptive rights

­ Construction issues, including contracts on construction, project documentation, construc-tion supervision

­ Structuring real estate investments funds

­ Public procurement projects, including interna-tional tendering procedures: tender booklet analysis, tendering documentation, including the offer and the documentation attesting the fulfilment of qualification pre-requisites, analy-sis of public procurement contracts, including goods, services and construction works con-tracts

Recent Major Projects The Austrian retail chain of DIY stores BauMax GmbH: development of its business in Romania and the set-up of stores. We evaluated various sites, negotiated land purchase agreements and advised our client on all relevant legal require-ments in Romania. Investment volume: 40 mil-lion euros Bosch Rexroth Group (long-term client): con-struction of a production factory, structuring all project contracts, contracts of services and con-struction management A major retail chain: expansion in Romania. We concluded a significant number of land purchase agreements all over Romania for our client. Total investment volume: 400 million euros Major German and Austrian construction and engineering companies: public procurement tenders, awarding of contracts and the execu-tion and delivery of contracts. We also repre-sented our clients in dispute resolution proce-dures before the National Council for Contestation Settlement (Romanian “CNSC”) and all other jurisdictional or regulatory bodies and courts.

ROMANIA Focus: Real Estate, Construction, Public Procurement

34

Our comprehensive services include advice on both individual and collective labour issues ­ Management and employment contracts

­ Internal regulations

­ Collective bargaining agreements

­ Payroll regulations

­ Employment of Romanian and foreign nation-als, including foreign assignments, work and residence permits

­ Transfer of employees

­ Termination of employment contracts

­ Representation before courts

Recent Major Projects The Austrian retail chain of DIY stores BauMax GmbH: various employment law issues including drafting, negotiation and conclusion of the col-lective bargaining agreement, dismissals proce-dures, drafting of the Internal Regulations and representation in labour litigations A major German retail chain: structuring of the individual employment and management agree-ments, the internal rules of the company, draft-ing of the collective bargaining agreement, as well as representation in procedures for termina-tion of employment agreements with the man-agement employees A major pharmaceutical company (long-term client): work and residence permits issues, struc-turing of foreign assignments, structuring of in-dividual employment relationships (categories of the personnel), termination of the individual employment agreements and labour disputes A major German clothing company: day to day advice on all types of employment law issues, such as drafting of individual employment agreements, dismissal procedures, amendments to the individual employment agreements, structuring of the activity of the personnel de-pending on the necessities of the company (i.e. work during week-ends, work during national holidays, night work etc.)

ROMANIA Focus: Employment

35

36

ROMANIA Focus: Dispute Resolution, Restructuring & Insolvency

Recent Major Cases Commercial activity does not always run smoothly. In disputes we assist in resolving the case in the most efficient way – to enable our cli-ent to concentrate on its core business. During the recent years, we have not only successfully settled several cases for our clients, but have also solved disputes concluding arrangements.

One of the biggest German retail companies in Romania: several lawsuits concerning property rights and restitution demands over investments (each case having a value of several million euro), as well as on employment law issues, debt recovery issues, intellectual property aspects and disputes with authorities

Our comprehensive services include advice and representation regarding

One of the worldwide leading manufacturers of machinery for the wire and cable industry (creditor): representation within insolvency pro-cedures of a Romanian company (debtor)

­ Lawsuits, arbitration and mediation procedures

­ Insolvency cases, representation depending on our client’s perspective: representation of the debtor, the creditor or the administrator and the shareholders

One of the biggest Czech companies in the steel industry: lawsuit against the Romanian state regarding the recovery of the price from an annulled privatisation contract in a lawsuit. Claim value: more than six million euros

­ Negotiation within insolvency procedures, in-cluding purchase or sale of insolvency assets as well as defending third parties property from being sold during insolvency procedures

A major German liquidation company: several litigations in which its clients are involved ­ Property rights and restitution demands re-

garding investments A German shareholder of an insolvent com-pany: claim of over 5.5 million euros

­ Employment disputes before courts as well as in settlement procedures

­ Privatisation procedures, minority shareholder

disputes and share selling disputes before state courts as well as arbitral tribunals

Several German dispute resolution companies: proceedings to recover or sell properties of their clients

­ Termination and execution of contracts A major construction company: several public procurement projects with amounts of over 400 million euros

­ Liquidation or restoration proceedings

YOUR CONTACT PARTNERS Romania

Prof. Dr. Jörg K. Menzer Admitted to the bar in Germany (Rechtsanwalt), Romania (Avocat), Hungary (Ügyvéd) and the Slovak Republic (Advokát) T +40 21 3125888 joerg.menzer@noerr.com

Rusandra Sandu Avocat (Attorney-at-law) T +40 21 3125888 rusandra.sandu@noerr.com

Prof. Dr. Jörg K. Menzer is Managing Partner of the Bucharest office. He is also responsible for the coordination of the CEE practice of Noerr for international clients. He specialises in M&A transactions and concentrates on structuring major foreign investments in Romania. He has experience in acquisitions, privatisations and greenfield investments, based on his knowl-edge of the business and legal environment in CEE. In addition, Jörg K. Menzer worked on many restructurings, private equity investments and capital measures as well as for public listed companies.

Rusandra Sandu is Local Partner at the Bucharest office and heads our Corporate de-partment. She is well known for her long and extensive experience in structuring major for-eign investments in Romania, ranging from greenfield investments to M&A transactions and complex restructurings and competition is-sues, but also for advice in corporate issues.

37

RUSSIAN FEDERATION

38

Noerr is one of the largest commercial law firms active in Russia. For more than 20 years we have been supporting a multitude of clients in the rapidly changing Russian business environment, advising them on legal and tax matters. We are convinced that having a regional presence is crucial for understanding client problems, thereby enabling us to develop and implement tailored solutions. Since our Moscow office opened in 1994, we have established a strong reputation for highly complex corporate and commercial work in Russia. More than 40 Russian and German ex-perts in various fields of law relevant to Russian companies and foreign investors work in the Moscow office.

Our Practice Areas ­ Corporate and M&A

­ Banking & Finance

­ Capital Markets and Private Equity

­ Real Estate

­ Greenfield and brownfield investments

­ Competition and Antitrust

­ Private Public Partnerships

­ Insolvency & Restructuring

­ IP and Media, IT and Telecommunications

­ Employment

­ Energy and mineral resources

­ Pharmaceutical and medical devices

­ Dispute Resolution

­ Tax and Financial Advice including cross-border tax structuring

­ Distribution

RUSSIAN FEDERATION Moscow

39

Noerr has a broad corporate practice. We are well prepared to tackle tasks of any complexity, from compliance with minimum legal require-ments to carrying out sophisticated multina-tional transactions involving uncertain regula-tory issues.

Our services include

­ Acquisitions and sales of companies, including tax optimization

­ Formation of joint ventures, subsidiaries, representative offices and branches

­ Distribution structures

­ Reorganisation and restructuring, financing structures

­ Legal, tax and financial due diligence

­ Liquidation

­ Private equity and venture capital

Recent Major Projects Siemens AG: establishment of a joint venture with the Russian OJSC Sinara Transport Machines to manufacture modern electric locomotives for the Russian market H&M: set of commercial (distribution) contracts required for the successful setting up of the busi-ness in Russia. Legal and tax advice regarding H&M’s transfer pricing and import structure Daimler AG: establishment of two joint ventures with Kamaz OAO for the production of trucks in Russia under the trademarks Fuso and Mercedes Knorr-Bremse AG: establishment of multi-million euros joint ventures in Russia with Kamaz OAO for the production of brake systems for trucks in the Russian Federation, including nego-tiations with the Russian Ministry of Economic Development & Trade on an industrial assembly agreement, with a large Russian heavy engineer-ing company and with the largest Russian rail-way company Turner Broadcasting System Europe: restructur-ing the client’s Russian pay-TV business, includ-ing the development of the most effective cor-porate structure model, and implementing the model through the establishment of three new legal entities

RUSSIAN FEDERATION Focus: Corporate and M&A

40

Real estate is one of the strengths of Noerr in Moscow, based on our effective handling of high profile and complex transactions.

Our services include

­ Greenfield and brownfield investments

­ Investment agreements with local authorities

­ Closed real estate investment funds, including tax issues of the funds activities

­ Leases (land, buildings, offices, storehouses and residential premises)

­ Public Private Partnerships, privatisation and participation in auctions

­ Optimal taxation structures for the acquisition of real estate

Recent Major Projects Paul Hartmann AG: construction of production facilities for hygiene products to cater particu-larly the Russian market in Vladimir Region Stockhausen Projektgesellschaft GmbH, a lead-ing international water and environmental ser-vices company: project related to sludge dehy-dration in Russia. Investment volume: over 100 million euros Volkswagen AG and Audi AG: comprehensive advice on the establishment of a new car pro-duction facility in Kaluga, including advice on in-vestment agreements with Russian authorities A Russian hotel developer: agreements with Marriott companies regarding the design, con-struction, management and licensing with re-spect to a hotel in the city of Krasnodar Atrium European Real Estate: acquisition of Russian legal entities owning commercial real es-tate (supermarkets, hypermarkets, land plots) in Moscow, Volgograd, Samara, Togliatti, Kazan and Omsk

RUSSIAN FEDERATION Focus: Real Estate, Construction and Environmental

41

We advise comprehensively from regulatory questions to transactions. We advise not only on Russian compliance issues but coordinate the contributions from other Noerr offices and foreign law firms. Our services include: ­ Competition and foreign investment in

strategic industries

­ Compliance

­ Environment

­ Financial markets regulation

­ Governmental affairs

­ Import/export controls

­ Media regulation

­ Public procurement

Recent Major Projects

Uralkali OAO: preparation of arguments against the position of the Federal Antimonopoly Ser-vice of Russia in an excessive pricing case Advanced Micro Devices (AMD), second largest supplier of microprocessors worldwide: advice on import and export of AMD products into and out of Russia, including developing a methodology on pricing – for customs purposes – of samples and components used for marketing, advertising and promotion, as well as benchmark analysis of applied prices Google Ireland Ltd.: advice on possible restric-tions in vertical agreements according to com-petition law Volkswagen Group: merger control issues con-nected with the restructuring of the ‘group of persons’ of Volkswagen Rus OOO and the acqui-sition of shares in the Dr. Ing. h.c. F. Porsche AG MAN and Scania SE: competition law issues con-cerning cooperation (R&D and procurement) be-tween the two truck manufacturers Alcoa, Inc.: advice regarding the dominant market position of its production plants in certain markets, including representation in an excessive pricing case and advice on verti-cal/horizontal agreements

RUSSIAN FEDERATION Focus: Antitrust, Competition & Regulatory

42

The output from intellectual activity has ac-quired immense importance in today’s informa-tion society. In the age of economic globalisation and the development of global markets – includ-ing intellectual property markets – the due legal protection of intellectual property has an out-standing significance.

Our services include:

­ Data protection

­ Film & TV production

­ Industrial property

­ Information technology (incl. outsourcing)

­ Intellectual property

­ License agreements

­ New media, games

­ Sports

Recent Major Projects Volkswagen Group Rus OOO, General Partner of the XXII Olympic Winter Games and XI Paralym-pic Winter Games, Sochi 2014: negotiation of top tier partner agreements with the Sochi Organis-ing Committee of the Olympics, Sochi 2014 Mitsubishi Fuso Truck and Bus Corporation: IP due diligence for the trademark and trade secret licensing, advice regarding the registration re-quirements Various Swiss watch manufacturers: domain grabbing issues, accomplished takedown of websites being used to sell fake watches, recov-ery of the domain name in question and litiga-tion procedure before the Federal Antimonopoly Service. We successfully argued that the client’s former distributor unlawfully continued to ad-vertise itself as an official dealer after termination of the distributor agreement. Major European baby food producer: legal opinion for retail stores concluding that client‘s products did not violate an opposing party’s trademark rights, trademark due diligence with regard to a target company Sandoz ZAO: IP issues and pharmaceutical legis-lation in Russia Trend Micro: software license agreement

RUSSIAN FEDERATION Focus: IT, IP and Media

43

44

RUSSIAN FEDERATION Focus: Tax and Financial Advice

Recent Major Projects We offer our clients a full range of consulting ser-vices related to applying tax, customs and other laws. Our services include both one-off consulta-tions and regular advice under a retainer agree-ment; we prepare tax opinions and offer practi-cal hands-on solutions to various tax challenges.

Eurasia Drilling Company OOO: restructuring of the group’s operational activities related to the asset transfer, setting up and funding subsidiary companies in Russia and other jurisdictions, de-veloping of the import and export structure for drilling equipment and rigs Our services include:

­ Cross-border structuring Hennes & Mauritz Netherlands B.V.: tax advice

regarding the determination of the customs value of imported goods, transfer pricing and development of import structure into Russia

­ Development of business plans

­ Russian and international tax planning

­ Tax-optimised financing Rostelecom, a leading Russian state-owned communication company: tax due diligence of a significant target group of companies

­ Tax structuring of business operations

­ Tax and financial due diligence

­ Tax audit Vestelcom ZAO, a subsidiary of Rostelecom: liti-gation against the rejected payment of tax liabil-ity, which was illegally entered into a tax author-ity’s statement of tax accruals as a debt of the company

­ Fraud investigation

­ Tax and financial optimization of business processes

­ Advice on implementation of ERP-systems

­ Transfer pricing Russian aircraft company: full scope of financial advice regarding a major space project, includ-ing preparation of a business plan, negotiations with banks and development of basic legal and tax structures

­ Development of financial models

­ Private clients

X5 Retail Group, one of the largest Russian retail chains listed on the London Stock Exchange: in-ternational tax issues

YOUR CONTACT PARTNERS Russian Federation

Björn Paulsen Rechtsanwalt T +7 495 7995696 T +49 30 20942158 bjoern.paulsen@noerr.com

Dr. Peter Zier Rechtsanwalt T +49 89 28628178 peter.zier@noerr.com

Björn Paulsen is Managing Partner of the Moscow office. He is mainly advising in German and Russian Corporate Law. He advises German and foreign companies particularly regarding the establishment and structuring of joint ven-tures, mergers and acquisitions and the struc-turing of international transactions. Björn Paulsen additionally focuses on advising listed and midsized companies regarding investment projects in Russia in particular greenfield and brownfield investments, setting-up production facilities.

Dr. Peter Zier has more than 25 years experi-ence in international law and commerce. He headed the Moscow office from 2002 to 2010. He specialises in the founding of joint ventures, privatisations, corporate acquisitions and greenfield investments. He is mainly assisting western clients in the realisation of their in-vestment plans in Central and Eastern Europe. Dr. Peter Zier is, as coordinating partner, re-sponsible for the development of the law firm's business in Central and Eastern Europe. The British online service International Law Of-fice (ILO) honoured Dr. Peter Zier with the “Client Choice Award 2011” as an acknowl-edged eastern Europe expert and for his work on the Russian market.

45

YOUR CONTACT PARTNERS Russian Federation

Maxim Vladimirov Tax advisor (RU) and Lawyer (RU) T +7 495 7995696 maxim.vladimirov@noerr.com

Maxim Vladimirov, a Russian partner, heads the Tax and Financial Advisory Department of the Moscow office of Noerr. He has more than 17 years experience in tax advice and tax optimisa-tion in one of the leading Big Four consulting companies in Russia. Maxim Vladimirov acts for many Russian and international clients, mainly in the industrial product, retail, automotive and pharma industries, and much of his work in-volves structuring cross-border transactions. His practice covers the full range of tax aspects of foreign holding regimes, M&A and restructur-ing deals, as well as various financing issues.

46

47

SLOVAK REPUBLIC

48

SLOVAK REPUBLIC Bratislava

The opening of our office in Bratislava in 2004 reflected the increasing investment attractive-ness of Slovakia and the growing demand for comprehensive advice. Our clients profit from our integrated expertise: based on clients’ requirements, we establish working groups comprising colleagues from our other branches and cooperating offices, ena-bling us to provide our clients with the best solu-tion for each project.

Our Practice Areas ­ Corporate and M&A

­ Banking, Capital Markets, Corporate Finance

­ Real Estate

­ Competition, Antitrust and Distribution Regulation

­ Insolvency

­ IP and Media

­ IT and Telecommunications

­ Employment

­ Dispute Resolution

­ Environmental

Our comprehensive services include advice on ­ Establishment of companies and branches

­ Articles of association, shareholder agreements and joint venture agreements

­ Purchase and sale of businesses and ownership interests, structuring of transactions, drafting and negotiation of acquisition contracts

­ Transformation and restructuring

­ Structuring investments and divestitures

­ Obtaining investment incentives, drawing fi-nancial resources from EU funds and taking ad-vantage of other forms of public support

Recent Major Projects A major German printing company: share trans-fer and share exchange in Germany, the Czech Republic, Slovakia and Poland; legal and tax ad-vice and on connected antitrust issues An international investment company: Slovak part of the acquisition of the alcohol beverages producing division of Eckes & Stock, including Stock Plzen, a.s., the biggest producer of spirits in the Czech Republic, including due diligence and anti-monopoly filing A global market leader for customised plant systems and services for hydropower: estab-lishment and operation of a joint venture in Slo-vakia for the production of feeding machinery equipment. Subsequently, acquisition of shares of its Slovak partner in the joint venture

SLOVAK REPUBLIC Focus: Corporate and M&A

49

Our comprehensive services include advice on ­ Market entry, i.e. establishment of representa-

tive offices for foreign banks, establishing banks and branches of foreign banks

­ Obtaining banking licenses and representation in other proceedings

­ Capital markets supervision authority and the authority performing supervision over insur-ance companies, including representation be-fore these bodies

­ Statutes and internal regulations for banks, general commercial terms and conditions, loan agreements and related documents on security (including LMA Standard), leases and factoring contracts

­ Banking documents for use in the Slovak Republic

­ Introduction of new banking products

Recent Major Projects An Austrian bank: standard financing documen-tation to be used in the Slovak Republic, LMA standards and syndicated loan agreements in re-spect of a 15 billion Slovak Koruna credit facility, introduction of new products on the market of communal credits An American bank: 90 million US-Dollar credit facility to be granted to a Slovak company. Our services included the preparation of a legal opin-ion and the drafting of security agreements. A leading financial services group: restructuring of a 64.9 million euro credit facility granted for the acquisition of a producer of medical textile products. The scope of our advisory included the structuring of new securities to be granted by the Slovak subsidiary and drafting of the security agreements.

SLOVAK REPUBLIC Focus: Banking, Capital Markets, Corporate Finance

50

Our comprehensive services include advice on ­ Leases, purchase, sale and lease-back contracts,

easement agreements, mortgages and agree-ments on pre-emptive rights

­ Greenfield and brownfield projects, from the selection of the location to the actual imple-mentation of the project

­ Construction, in particular the preparation of contracts on project documentation, contracts for construction supervision, contracts on con-struction and other agreements, including rep-resentation during disputes

­ Resolution of restitution disputes

­ Structuring real estate investment funds

Recent Major Projects Hannover Leasing, a German real estate invest-ment fund: acquisition of the largest Slovak shopping and business centre for its Slovak port-folio in the form of a share deal. At that time, this was the largest real estate transaction on the Slovak market. Our comprehensive advice in-cluded a legal, tax and financial due diligence, the structuring of the transaction and the prepa-ration and negotiation of the transaction docu-ments. Volume: over 100 million euros Cepit, an Austrian developer: establishment of the first Science and Technology Park for innova-tive technologies in the centre of Bratislava, cov-ering an area of approx. 60 hectares. Apart from a detailed real estate due diligence and the gen-eral legal structuring of the project, we analysed corporate and real estate law aspects connected with the fragmentation and administration of the project as well as the rezoning and the use of infrastructure assets. A German real estate investment fund: acquisi-tion of “Tower 115”, one of the largest business centres in Slovakia. Our comprehensive legal and tax advice included a due diligence and the drafting and negotiation of the transactional documentation.

SLOVAK REPUBLIC Focus: Real Estate

51

Our comprehensive services include advice on

­ Concentrations between competitors, includ-ing representation before the Slovak Antimo-nopoly Office

­ Contracts in accordance with antitrust law (horizontal and vertical agreements), consulta-tion on dominant market positions

­ Requirements under Slovak and European antitrust law (client training seminars)

­ Proceedings on breaches of competition rules

­ Distribution agreements (commercial represen-tation, authorised sale, franchising)

­ Governmental price regulation

Recent Major Projects A Slovak subsidiary of Saint Gobain Weber Ter-ranova: immediate on-site legal advice in our long term client’s premises, during the perform-ance of a “dawn raid” of the Slovak Antitrust Au-thority, including the explanation of the client’s rights and obligations A large international food chain: relations with suppliers, in particular on the protection of “de-pendent suppliers” as well as on the implemen-tation of its own product brand. We also advised our client on the acquisition of several leasing companies and on the expansion of its business activities in Slovakia and on various corporate, real estate and tax issues. A major international pharmaceutical com-pany: advice on the legal consequences of the planned group restructuring in Austria as re-gards the group’s branch office in the Slovak Re-public, including general legal aspects of distri-bution of medicinal products and its licensing

SLOVAK REPUBLIC Focus: Competition, Antitrust and Distribution Regulation

52

53

SLOVAK REPUBLIC Focus: Employment

Recent Major Projects Our comprehensive services include advice on

­ Managerial and employment contracts A German leading clothing company (long-term client): regular advice on diverse em-ployment law issues, e.g. on employment and management contracts as well as preparing le-gal analysis connected with the termination of employment

­ Collective bargaining agreements and agree-ments with persons acting as members of statutory bodies

­ Conclusion of employment contracts and termination of employment

A German automobile producer: various ongo-ing employment issues

­ Work rules, payroll regulations, corporate codes of ethics and other internal regulations

­ Deployment of employees to the Slovak

Republic and from the Slovak Republic abroad A leading German services provider and dis-tributor, internationally active in the automotive and steel/tube industry: various employment is-sues connected with the replacement of the managing director of its Slovak subsidiary by a new managing director

­ New developments in employment law (train-ing seminars for clients)

YOUR CONTACT PARTNERS Slovak Republic

Prof. Dr. Jörg K. Menzer Admitted to the bar in Germany (Rechtsanwalt), the Slovak Republic (Advokát), Romania (Avo-cat) and Hungary (Ügyvéd) T +421 2 59101010 joerg.menzer@noerr.com

JUDr. Pavol Rak, PhD. Advokát T +421 2 59101010 pavol.rak@noerr.com

Prof. Dr. Jörg K. Menzer is Managing Partner of the Bratislava office. He is also responsible for the coordination of the CEE practice of Noerr for international clients. He specialises in M&A transactions and concentrates on structuring major foreign investments. He has experience in acquisitions, privatisations and greenfield in-vestments, based on his knowledge of the business and legal environment in CEE. In addi-tion, Jörg K. Menzer worked on many restruc-turings, private equity investments and capital measures as well as for public listed companies.

JUDr. Pavol Rak has national and international experience in corporate and labour law as well as in the area of banking and finance. He has overseen a series of M&A and restructuring pro-jects in Slovakia. His experience in banking and finance has been recognised by a recommenda-tion in Legal 500 (2008). He also advises on Slovak and European competition law, includ-ing cartel and infringement proceedings, merger control and competition compliance training seminars. He publishes and holds lec-tures in the field of labour law on a regular ba-sis.

54

UKRAINE

55

56

UKRAINE Kiev

Our Practice Areas At our Kiev office, founded in 2007, the team of-fers legal and tax advice for a broad range of in-dustries. In the Ukraine, we advise multinational and local clients on all legal issues related to Ukrainian and international law.

­ Corporate and M&A

­ Banking and Finance

­ Corporate Finance and Private Equity

­ Real Estate

­ Competition, Antitrust and Regulatory

­ IP and Media

­ IT and Telecommunications

­ Employment

­ Pharmaceutical

­ Dispute Resolution

­ Public Law

­ Environment

­ Distribution

Our comprehensive services include advice on ­ Antitrust law

­ M&A transactions

­ Formation of legal entities

­ Corporate governance

­ Corporate finance

­ Securities

­ Investments and privatisation

­ Licensing

­ Insolvency and restructuring

­ Corporate disputes and dispute resolution

Recent Major Projects Veolia Environnement SA (France): obtaining of merger clearance in Ukraine International project developer CB Richard Ellis: several issues related to the establishment of its business in the Ukraine A German listed technology company: joint venture in the Ukraine A German automotive supplier: acquisition of a group with businesses in the Ukraine, Hungary, and Romania A German Dax 30 technology company: merger with a Ukrainian company and the establish-ment of a lease-based distribution conception A US world market leader in IT infrastructure: asset acquisition in the Ukraine with regard to distribution systems, IP issues and tax structur-ing A well-known German industrial gases technol-ogy company (Dax 30): joint venture in the Ukraine A German waste disposal group: acquisition of a business in the Ukraine (legal & tax)

UKRAINE Focus: Corporate and M&A

57

Our comprehensive services include advice on ­ Legal due diligence

­ Drafting real estate investment documentation

­ Drafting documentation for real estate joint ventures and partnerships

­ Restructuring of real estate investment

­ Comprehensive advice in the field of agricultural law and alternative energy

­ Advising private-public partnerships in the Ukraine

­ Drafting PM/FM agreements, agency agreements, and leases

­ Thorough support of construction of commercial real estate property

­ Advising on licensing and construction permissions procedures

­ Public procurements

­ Tax planning and cross-border transactions structuring

Recent Major Projects UK investment fund: development of a logistics park near Kiev (on an ongoing basis). We also supported the fund during the conclusion of the leases with lessees, amounting to more than 40,000 sq. m. of warehouse premises. Bosch Siemens: lease of about 1,500 sq. m. of office spaces The renewable energy division of a Ukrainian industrial group: issues related to the develop-ment of a wind farm in Southern Ukraine GTZ: project dedicated to the development of the Ukrainian hotel sector in the run-up to the UEFA EURO 2012 The real estate branch of a UK investment fund: agricultural properties in the Kiev region The leading Portuguese energy group Martifer S.A.: real estate issues in the course of acquisi-tion of wind farms in Crimea, Ukraine

UKRAINE Focus: Real Estate

58

Our comprehensive services include advice on ­ Registration and protection of copyright,

trademarks, utility models, industrial items and processes, inventions, integrated circuit lay-outs, designs and domains through every phase: pre-registration, registration and post-registration

­ Software development agreements and licence agreements

­ E-business

­ Internet marketing and advertising

­ Legal frameworks for distribution

­ Data management and protection

­ IT project management

­ IT outsourcing and service provisions

­ Domain name registration and transfer

­ Tax issues connected with software develop-ment agreements and licence agreements

Recent Major Projects A world-known German-based water filter pro-ducer: advice against unauthorised parallel im-ports in the Ukraine Swiss watch producer: advice and support against product piracy and importation and sale of counterfeit watches in the Ukraine (consis-tently provided) A world-wide operating insurance company: conduction of an Internet e-mail marketing campaign in the Ukraine German producer of baby food: purchase of one of its trademarks in the Ukraine German-based pet food seller: software development

UKRAINE Focus: IP and Media, IT and Telecommunications

59

60

UKRAINE Focus: Distribution

Recent Major Projects Our comprehensive services include advice on

­ Expansion in international and national mar-kets

Supplier of watches, batteries and hearing aids: creation and signing of a frame distributor-ship agreement for the supply of its goods to the Ukraine

­ Contracts, e.g. distribution agreements, confi-dentiality and option agreements, general terms and conditions for supply and procure-ment

A world-known producer and supplier of agri-cultural machines: preparation of a distribution agreement for the Ukraine ­ Competition law issues, e.g. exclusivity issues,

price maintenance Ukrainian subsidiary of a German domestic ap-pliances producer: advice on the possibility to establish retail sale prices for its Ukrainian distributors

­ E-Commerce

­ Protection of intellectual property rights, trade marks

A world-known food production company: dis-solution of its distributorship agreement with its Ukrainian distributor as well as on the possibility of recovering debt from the distributor

YOUR CONTACT PARTNERS Ukraine

Dr. Mansur Pour Rafsendjani Rechtsanwalt T +380 44 4953088 T +49 89 28628490 mpr@noerr.com

Alexander Weigelt Rechtsanwalt, Dipl.-Verw.-Wirt (FH) T +380 44 4953080 T +49 89 28628326 alexander.weigelt@noerr.com

Dr. Mansur Pour Rafsendjani is Managing Partner of the Kiev office. He has worked in in-ternational legal advice for over ten years. He was an assistant professor at the University of Saarland for securities law and taught interna-tional contract law at the Hochschule für Tech-nik und Wirtschaft des Saarlandes (Saarland University of Applied Sciences). In addition, he acted as general counsel of an investment management company. Mansur Pour Rafsend-jani advises clients in corporate, cartel and dis-tribution law, Ukrainian law as well as on legal issues concerning logistics.

Alexander Weigelt is Local Partner at our Kiev office. He is qualified in Germany (Rechtsan-walt) and conducted his legal studies at the University of Bonn. He worked for many years at the Federal Foreign Office in Berlin, Brussels (Belgium) and Kiev (Ukraine). In Kiev he heads teams of professionals within projects in the ar-eas of Real Estate, Foreign Investments, Project Development and Construction Law, Real Estate Transactions and Public Private Partnerships.

61

OFFICES

Alicante Noerr Alicante IP, S.L. Paseo de la Explanada 2, 2º izq. 03002 Alicante Spain T +34 965 980480 Berlin Noerr LLP Charlottenstraße 57 10117 Berlin Germany T +49 30 20942000 Bratislava Noerr s.r.o. AC Diplomat Palisády 29/A 811 06 Bratislava Slovak Republic T +421 2 59101010 Bucharest S.P.R.L. Menzer & Bachmann - Noerr Str. General Constantin Budişteanu nr. 28 C, Sector 1 010775 Bucharest Romania T +40 21 3125888 Budapest Noerr & Partners Law Office Fő utca 14-18 1011 Budapest Hungary T +36 1 2240900

Dresden Noerr LLP Paul-Schwarze-Straße 2 01097 Dresden Germany T +49 351 816600 Düsseldorf Noerr LLP Speditionstraße 1 40221 Düsseldorf Germany T +49 211 499860 Frankfurt am Main Noerr LLP Börsenstraße 1 60313 Frankfurt am Main Germany T +49 69 9714770 Kiev Noerr TOV Vul. Khreschatyk, 7/11 01001 Kiev Ukraine T +380 44 4953080 London Noerr LLP Tower 42 25 Old Broad Street London EC2N 1HQ United Kingdom T +44 20 75624330

Moscow Noerr OOO 1-ya Brestskaya ul. 29 125047 Moscow Russian Federation T +7 495 7995696 Munich Noerr LLP Brienner Straße 28 80333 Munich Germany T +49 89 286280 New York Noerr LLP Representative Office 885 Third Avenue, Suite 2610 New York, NY 10022 USA T +1 212 4331396 Prague Noerr s. r. o. Na Poříčí 1079/3a 110 00 Prague 1 Czech Republic T +420 233112111 Warsaw Noerr Sp. z o.o. Spiering Sp. k. Al. Armii Ludowej 26 00-609 Warsaw Poland T +48 22 5793060 www.noerr.com

62

In Good Company in Central and Eastern Europe © Noerr LLP 07/2012

Excellence Creating Value

2

ALICANTEBERLIN BRATISLAVABUCHARESTBUDAPESTDRESDEN DÜSSELDORFFRANKFURT/M.KIEVLONDONMOSCOWMUNICHNEW YORKPRAGUEWARSAW

NOERR.COM