- Banking & Finance
- Capital Markets & Investment Funds
- Competition & Antitrust
- Employment & Labor
- Franchising and Distribution
- Government Contracts
- Hotels & Leisure
- IT & Telecommunications
- Life Sciences
- Litigation & Dispute Resolution
- Mergers & Acquisitions
- Real Estate
We advise both lenders and borrowers on different areas including: general banking, acquisition finance, project finance and real estate finance. Our advice extends also to regulatory issues as well as restructuring and insolvency work. In addition, we have gained experience in this highly regulated industry by working on a number of acquisitions in the sector. Finance transactions tend to be very intensive and require dedication. We are used to that having worked with some of the most prominent names in the industry. In addition, our multi-specialization concept works well here as our finance lawyers will frequently be well versed in other relevant areas of law such as corporate and tax.
The following is a selection of banking and finance projects in which Babić & Partners was involved:
- Supporting one of the Europe’s leading rental companies specialized in powered access in obtaining €220 million credit facility from international bank lenders;
- Legal advising of a prominent regional bank on various issues related to creation and execution of security instruments related to real estate financing facility in the amount of €51,7 million, including drafting of different transactional documents, execution and perfection of different security instruments and providing legal opinion;
- Acting as local legal counsel to a consortium of international banks in connection with €700 million syndicated revolving guarantee facility granted to international plant engineering corporation;
- Advising a consortium of top Austrian banks on the collaterization of a €75.3 million credit facility extended to a leading IT services provider;
- Providing legal counsel to a major Austrian bank on potential workout and/or collection proceedings related to a €46 million loan facility headed by EBRD and IFC and extended to a leading Croatian hotel chain;
- Providing legal advice to a multinational corporation on different security instruments related to loans, including drafting and revising the security agreements for the amounts ranging from €1 million to €7 million and perfecting security interests;
- Advising an international corporation in workout negotiations with a foreign bank concerning workout of credit facilities in the value of €60 million;
- Supporting an international corporation in its participation in PPP project with the value of €100 million involving construction and operation of sports arena for the Handball World Championship. The advice included various financing structures in the context of qualification of the deal and distribution of the associated risks;
- Advising foreign private investor in connection with the loan financing in the amount of €5 million provided for acquisition of various development projects on Croatian coast;
- Advising a major international bank on financing arrangements in connection with the acquisition of a local company;
- Advising Croatian Government on issues concerning government loans and guarantees. The project exceeded €300 million in value;
- Advising an international corporation on different issues related to set up, operations and financing of a property fund in the value of about €300 million.
Issuance of securities
Listings of securities
Regulatory and representation before Croatian Financial Services Supervisory Agency
Competition/antitrust is at the heart of our practice. These are the reasons why trust us in your antitrust case: i) internationally recognized expertise, ii) wide industry experience, iii) business friendly approach, iv) results oriented, v) international thinking approach; and vi) regional coverage.
For years we have successfully assisted our clients in dealing with antitrust and competition matters from routine filings to representations in highly complex matters. We are recognized as experts both by local and international community and are asked to contribute in prominent publications and at major international conferences. Our local expertise is interwoven with our deep understanding of EU competition law, as well as US antitrust law.
Our client base includes more than 40 Fortune 500 and Global 500 corporations in diverse industries such as: airline transport, automobiles, banking and finance, consumer products, energy, food, IT services, pharmaceuticals and tobacco. Our mission is to guide our clients to understand and balance competition law risks. The key is deep understanding of business objectives and early involvement. We are here to help and not to hound.
We like to win and foster the success of our clients. In abuse of dominance cases we managed to successfully defend our clients in five different cases. In yet another abuse of dominance case we managed to quash a fining decision. In a cartel matter we managed to successfully shield our client from fines. We have been acting in one of the first dawn raids in Croatia carried by the Croatian Competition Agency and afterward in several other similar exercises for different clients. The first and only leniency filing proper was also handled by our firm.
Croatian competition laws and practice is frequently used as a standard in the region of former Yugoslavia. Given the linguistic and other similarities we are strongly positioned to shift our expertise and experience across the region (e.g. countries of former Yugoslavia: Bosnia and Herzegovina, Macedonia, Montenegro, Serbia and Slovenia) working in cooperation with local law firms.
LENIENCY, DAWN RAIDS AND JUDICIAL CONTROL
Antitrust work and in particular cartels are proclaimed focus of local Competition Agency. It appears that the Agency is constantly striving to boost the enforcement record. The level of fines is increasing. In this context it is wise to think of a number of instruments available to mitigate the risks or reduce fines. Our priority is to make sure you are well prepared so that you can put forward your best possible case and influence the outcomes of the investigation.
First Leniency Application
Our firm advised on the first and so far the only leniency proper application. After careful evaluation our client decided to take this route with our support. The matter is in progress at the time of writing.
We represented a client in one of the first dawn raids carried by the Croatian Competition Agency. Our lawyers were at the spot minutes after we received the call from the client. Our lawyers safeguarded the client’s interest and ensured a smooth interaction with the officials while at the same time providing strong comfort to management and employees. In cooperation with the client’s in-house counsel we immediately prepared ground for a successful procedural and substantive argument in client’s favour. We effectively managed the acute pressures of the situation and protected client’s legitimate interests by confining the investigation to its proper bounds.
Judicial Control – Never Give up
A distributor of a major international automotive brand approached us to assist them at the time when Croatian Competition Agency contemplated to impose fines for a breach of competition law. We vigorously defended the client against the decision of the Agency to impose fines. We managed to prepare within a short period of time a comprehensive complaint to the Croatian Administrative Court against the Agency’s ruling. The arguments used in defence ranged from clear procedural errors to the errors in application of law as well as deficiencies in establishing the facts. The Court quashed the decision of the Agency and the client did not have to pay any fines. It takes time to develop practice in Croatia along the EU standards: never give up!
ABUSE OF DOMINANCE
There is a special responsibility on dominant companies not to allow their conduct to impair genuine competition. Typically in an abuse of dominance case the defendant will argue that: i) defendant is not dominant; and ii) even if it is dominant, defendant did not abuse its position. Abuse of dominance cases are highly complex, particularly in smaller jurisdictions such as Croatia where on many issues case law in not yet settled. We have strongly advocated the effects-based approach and extensively used EU law to successfully defend our clients against alleged abuse of dominance. We have also actively participated on the side of third interested parties to safeguard their interests against dominant players.
Landmark Defense in a Pricing Abuse Case
We assisted the local arm of the world’s largest yeast manufacturing group in its efforts to defend against the accusations of the Croatian Competition Agency of the abuse of dominant position. We took the lead role in the proceedings, successfully arguing that the rebate policy employed by the client had no exclusionary or exploitative effects, and that it was commercially justified. The argument included an extensive relevant market analysis and drew references to EU competition law and practice. The case represents a landmark decision in the Croatian competition practice where the Agency for the first time dismissed the proceedings it had initiated on its own motion.
Complaining in Abuse of Dominance Case
We have advised a Fortune 100 company contemplating to file a complaint for abuse of dominant position of its competitor. The advice extended to strategic issues and involved the application of both recent and previous Croatian competition law. The counselling tackled various difficulties associated with the status of the complainant under Croatian competition laws as well as third party status in the context of at that time on-going investigation by the Croatian Competition Agency against the same competitor. Also, we have acted for the client before the Croatian Competition Agency preparing various submissions as a response to the Agency’s information requests. It is a rare situation in a small jurisdiction such as Croatia to handle the antitrust matters from both angles, defendants as well as complainant’s side.
Defending Clients from Alleged Abuses in the Energy sector
We represented a major gas company before Croatian Competition Agency in two separate alleged abuse of dominance matters. We also helped a major oil company in two separate proceedings for alleged abuse of dominance. The Agency closed the files in each of these four proceedings. We effectively assisted the clients by using our knowledge of both competition law and energy law. The clients praised our integrated approach and devotion to the cause.
Babic & Partners’ competition team works closely with clients and international counsels in each step of the merger process to maximize the chance of successful outcome: from devising the merger strategy, structuring of the transaction, through drafting of covenants related to merger review, preparing and filing of pre-merger notifications, to representing clients in merger investigations before authorities. If there are no material issues, our aim is to help the clients in overcoming administrative barriers and ensure a speedy clearance. In more complex cases, we strive to provide clients with an up-front assessment of risks and recommend the best tactical approach by combining legal and commercial considerations.
Exxon and Mobil Merger
We helped Exxon and Mobil to obtain merger control clearance from the Croatian Competition Agency. This was the first major foreign-to-foreign merger evaluated by the Agency. During the proceedings, we had the opportunity to shed initial light on certain legal concepts that had not previously been tested in the practice, ranging from some essential features, such as threshold requirements, to more technical issues of handling confidential data and documents.
Merger Control and Regulatory Clearance in Banking Sector
We are proud to have been selected by the Republic of Austria to represent its interests before Croatian National Bank in connection with the acquisition of Hypo Alpe-Adria-Bank AG. Our involvement resulted in swift resolution on both merger control and regulatory clearance issued by the Croatian National Bank as the competent authority. This was the result of a fruitful cooperation with the client and the legal team comprised of both foreign lawyers and lawyers at our firm specialized in both banking and competition law. This matter highlights the importance of combination of local standing and expertise and international standards.
Multi-jurisdictional Merger Control Filings
A major multinational company and its international advisors approached us to assist them not only in Croatia, but also in a number of neighbouring jurisdictions. The laws in these neighbouring jurisdictions resemble one another. We were able to help to client and its advisors because we have helped shape the modern merger control laws in the Western Balkans.
COMPETITION COUNSELLING AND COMPLIANCE
We regularly advise on wide variety of competition law related issues. In particular we advised on pricing (especially by companies with strong market positions), structuring, distribution, licensing and supply agreements, and on establishing and maintaining antitrust compliance procedures. Our local expertise runs in parallel with our knowledge of EU competition law and of the laws and practice in the countries of the Western Balkans and wider CEE region.
We have provided competition law advice concerning a joint venture agreement between four leading world airlines. We are proud that the project was successfully resolved and the trust is mutual: we now prefer fly with these airlines!
Putting in place a competition compliance program which works to help avoid a breach is a lot less demanding than dealing with a dawn raid or investigation and a lot less expensive. A “cut and paste” approach where global competition compliance programmes are simply transferred without proper localisation does not work. We have worked on localisation on a number of competition compliance programmes for major international corporations. We periodically review these programmes and often meet with our in-house colleagues and their international advisors with a view to foster the spirit of the programmes, strengthen the teams and further contribute to mitigation of risks. We have extensive experience in preparation for dawn raids and are our firm is on the list of a number of Fortune 500 and Global 500 companies for dawn raids event. We are also experienced in fair competition review processes and mock dawn raids that have proved valuable for the clients.
Competition Law Advancement Project (“CLAP”)
A major global international company approached us to assess whether they have an overly cautious approach in designing their pricing strategies that undermines their competitive effectiveness. The corporation enjoys a large market share in Croatia. We pulled a team consisting of in-house counsel, business experts and our lawyers to carry a Competition Law Advancement Project (“CLAP”).
After careful analysis we have in fact established that the company can use certain structures that would be beneficial from the business standpoint while at the same time would not be in breach of competition law. The business people clapped.
From the very creation of the Croatian competition legal framework in 1995, our lawyers have worked on a number of policy issues. We are and have been on the forefront of reforms of both Croatian and EU competition law. This brings a huge benefit to our clients as we are together one step ahead.
Competition Law Reforms
Babić & Partners’ lawyers actively participated in the Working Group in connection with the Croatian 2003 Competition Act. Our comprehensive set of recommendations and comments have had a crucial impact on the final wording of the 2003 Competition Act. We have extensively commented the draft Competition Bill 2009 with a view of its improvement. In addition, our Firm produced comments to the draft merger notification regulation as well as vertical block exemption regulation in 2011. Again, a number of our comments have been included in the final version of these documents. European Competition law is of great importance for competition law practice in Croatia and wider region and we are closely monitoring developments there. We have taken part in the working group of the International Bar Association concerning “DG Competition discussion paper on the application of Article 82 of the Treaty to exclusionary abuses”. We have also actively contributed to the discussion for example on the treatment of leniency applications in the setting of private damages actions under EU competition law. We will actively participate in the proper implementation of EU Directive on Certain Rules Governing Actions for Damages into Croatian Competition Law.
Competition Law in Transition
We are the only firm in Croatia to organize major international competition law conferences. Our flagship conference product is “Competition Law in Transition”. The first conference Competition Law in Transition: Trends and Challenges” was held in Dubrovnik, Croatia from 15 to 17 June 2011 and was a true success. Details can be found at http://eventmaker.at/dubrovnikcompetition/home.html. We managed to bring over 30 expert speakers from prominent organisations, including high representatives of the Federal Trade Commission and European Commission as well as the EU Ambassador to Croatia.
Competition law and Enforcement in the Western Balkans
From time to time we organize closed type seminars for our clients and friends. For example, we have organized on 7 May 2012 in Brussels a seminar Competition law and Enforcement in the Western Balkans. The speakers were Dag Johansson of the European Commission and lawyers from our firm. The topics ranged from legislative snapshot to cartels and leniency as well as other hot topics such as landmark cases, enforcement record and trends. If you are interested to view this seminar please contact us so that we can provide you with dedicated access details.
EU Damages Directive Implementation Conference
On 16 June 2016 we organized in Sheraton Brussels a very successful conference EU Damages Directive Implementation – Half Time. The conference speakers included prominent experts from the European Commission as well as private sector experts both lawyers and economists. Details and presentations are available at https://babic-partners.livecasts.eu/eu-damages-directive-implementation.
Corporate and commercial is central to our practice. Beyond transactions we advise on a broad spectrum of corporate and commercial work ranging from company formation to reorganization schemes and demergers. Our expertise extends to company administration, corporate governance, joint ventures and private equity and venture capital. Given our client base and orientation a vast majority of our work is in the cross-border setting.
Our track record in the corporate/commercial practice includes:
- Advising an international corporation in joint venture negotiations with local electric company concerning development and operation of wind parks in Croatia in the value exceeding €35 million. Our engagement also included subsequent disposal of the client’s interest in the joint venture;
- Croatian legal adviser for an international corporation on the complex joint venture project in the software industry. Advice extended to due diligence, drafting the transaction documents and advice related to Croatian corporate and securities laws and regulations;
- Advising a large foreign based company on different issues concerning a joint venture project in Croatia;
- Providing legal advice to international corporations on squeeze-out and demerger procedure under Croatian corporate laws;
- Providing legal advice to a Global 500 international consulting company on different aspects of commercial and contract laws;
- Advising an international company on complex restructuring of their subsidiaries in Croatia;
- Providing legal support to a Global 500 company in project related to closing of its production operations in Croatia, and subsequent merger of local entities;
- Advising a large international company on restructuring of its operations in Croatia and related business transfer issues;
- Advising a global leader in technology and engineering in connection with the spin-off and restructuring of its business with respect to Croatia;
- Assisting multitude of large international clients on post-acquisition corporate clean-up matters;
- Providing legal advice to a Global 500 company on corporate maintenance and compliance insufficiencies of Croatian subsidiaries;
- Routinely advising clients on set up and closing of operations in Croatia.
The Employment and Labor Relations practice group at Babić & Partners provides practical and cost-effective results to our clients. Our expertise spans the spectrum of employment related practice areas ranging from the appointment of employees, their remuneration and motivation through to their departure. These complimentary and diverse areas of expertise enable us to offer concise, commercially sound and balanced advice on a myriad of issues.
Our attorneys have served as former in-house counsel and human resources professionals, thus providing our practice with yet another dimension that helps us meet better our clients’ needs. Having been in the client’s position and understanding the pressures of day-to-day business, we are equipped to offer not only legal, but also practical advice.
What truly distinguishes our approach is our focus on international standards coalesced with a profound understanding of the local cultural context. This component is crucial to providing effective and efficient services to our clients in their endeavors to comply with the law and establish effective human resources management policies in Croatia.You are likely to seek the following qualities in your employees as well as your HR counsel: i) excellence, ii) team spirit, iii) integrity; and iv) persistence and determination. The selected examples of our work below strive to capture our approach against these qualities.
SELECTED EXAMPLES OF OUR WORK
Excellence: HR Due Diligence
Babić & Partners advised a Fortune 50 corporation in what was potentially the largest acquisition in Croatia at that time. Recognizing the need for an effective and clear presentation of due diligence results, Babić & Partners designed tailor-made charts that helped top-level management gain a clear and concise understanding of employment rights, risks and liabilities in the target. The client’s HR team praised this approach. In our eyes, excellence means exceeding our clients’ expectations.
Team-spirit: Strategic Advising
At a critical stage of trade union negotiations, a board member of a Global 100 company, asked us to produce a memo, summarizing the relationship between works council, trade union and employer. Had the negotiations been protracted, the client could have faced negative media coverage and possible unfair labor practice charges. As a starting point, we pulled a team of lawyers to combine their experience and expertise in various areas of employment law. Our team expeditiously delivered the memo, in the requested format. Working in close cooperation with the client we developed proactive management strategies that ultimately resulted in a well-balanced relationship between the client, the works council and the local union. At Babić & Partners, we believe teamwork is the cornerstone of sound strategy and optimal results.
Integrity: Settlement Agreement concerning Key Executives
A business decision to terminate the employment of a key executive is never easy and can be very distracting and expensive, both in terms of severance compensation and the disruption caused to the employer’s day-to-day business operations. A Global 100 company called us in to assist in terminating the employment of its regional executive. We immediately advised the client on the difficulties they may expect to face. It took patience and unrelenting negotiations to overcome the executive’s reluctance to leave the post. The fact that the executive in question was the only person responsible for the client’s operation in the region further complicated the already sensitive negotiations and made communication more challenging. The successful outcome was a discreet, but fair settlement between the parties and an uninterrupted continuance of our client’s daily business operations.
Persistence and determination: Implementation of Data Privacy Policies
When a Global 500 company sought to outsource data processing and information storage services at its global group level, it turned to us to for advice on complex employee data privacy issues related to the implementation of such a project in Croatia. Determined to safely turn the client’s business concept into reality our team created a roadmap guiding the client through complex issues of regulatory constraints and licensing requirements. Although frequently confronted with administrative barriers resulting from a lack of case law under new regulations, the team persisted in the timely completion of each particular phase. Ultimately we led the client to the successful completion of the project, avoiding regulatory investigations and disruptions of its business operations.
Energy is one of the most important sectors in Croatia. The ranking of top 505 companies in Croatia by turnover shows that four out of top six companies are from the energy sector. It is generally expected that this sector will grow for various reasons. Our firm is dedicated to this sector for a number of years.
We were privileged to learn about this industry by working alongside top international and local energy corporations. Our areas of work include oil and gas, power, water, electricity trading and renewables. We have been involved in ground breaking transactions including at that time the largest worldwide merger in the oil industry. We have also successfully defended oil and gas companies in four different abuse of dominance cases. In addition, we have represented clients in landmark industry related regulatory matters.
The following is a selection of the energy related projects in which Babić & Partners was involved:
- Advising state owned oil & gas company from one of the Persian Gulf states on potential acquisition of Croatian and Bosnian and Herzegovinian retail operations of one of the largest regional competitors in the transaction exceeding €130 million in value;
- Representing local oil and gas incumbent in judicial review proceedings before Croatian Administrative Court and Croatian Constitutional Court. The proceedings were initiated against the decision of the Croatian Competition Agency finding pricing abuse on the jet fuel market;
- Advising the foreign state owned company engaged in power production and electricity trading on the contemplated acquisition of a local company operating a major wind park project in Croatia in the transaction valued in excess of €65 million;
- Advising an international corporation in joint venture negotiations with local electric company concerning development and operation of wind parks in Croatia in the value exceeding €35 million. Our engagement also included subsequent disposal of the client’s interest in the joint venture;
- Providing strategic advice to major international environmental company on various aspects of setting up their operations in Croatia, including privatization regime related to water distribution/wastewater treatment and waste treatment;
- Providing merger control advice on complex joint venture arrangement in gas trading industry;
- Successfully defending Croatian oil and gas incumbent and its local subsidiary engaged in natural gas, on a number of cases related to alleged abuse of dominant position and/or anti-competitive conduct instituted by the Croatian competition regulator;
- Advising international companies engaged in energy trading on the organizational and regulatory aspects of their business in Croatia, including related licences;
- Advising a multinational energy corporation on the potential joint venture project in Croatia;
- Advising foreign investor in joint venture negotiations with local electric company. The joint venture concerns development and operation of wind parks in Croatia. Our work in this project encompasses negotiations with our client’s partners, drafting of transaction documents, providing advice on regulatory and public procurement issues, etc.;
- Advising foreign state owned company on disposal of interests in joint venture operating the wind park project in Croatia. The aggregate value of the deal amounts to €4.4 million;
- Representing two Fortune 100 companies engaged in oil/gas industry in the first foreign-to-foreign merger control clearance proceedings before the Croatian competition authority.
We provide assistance on a wide variety of issues related to government contracts. We combine our local expertise with international standards including the highest ethical standards as well as our understanding of foreign laws including notably US laws ( e.g. Foreign Corrupt Practices Act). Our work in this area includes compliance counselling, corporate transactions involving government contracts, internal investigations, high stake procurements and complex litigation matters.
Frequently, very important issues arise beyond the law and are more the result of cultural differences. Such situations are right in our sweet pot, as our lawyers not only understand the local but also foreign cultures since many of them have studied or lived outside of Croatia for a number of years.
We have excellent reputation both locally and internationally and our lawyers hold prominent positions in organizations such as International Bar Association and American Bar Association Section of International Law.
The following is a selection of government contracting projects in which Babić & Partners was involved:
- Advising a Global 500 company in a public procurement project exceeding €50 million in value;
- Providing legal counsel to a multinational company, including negotiations with a Croatian-state-owned company, on various issues related to public procurement of goods and international sale agreement in the value exceeding €2,5 million;
- Advising a multinational corporation in joint venture negotiations with the local state-owned company. Our work in this project encompassed negotiations with the local state-owned company, drafting of transaction documents, providing advice on regulatory and public procurement issues;
- Advising a non-Croatian state owned company on disposal of interests in a local joint venture operating the wind park project in Croatia;
- Providing legal counsel to international corporation in connection with an infrastructure BOT project in Croatia with a value of over €150 million;Supporting an international corporation in its participation in the PPP project with the value of €100 million involving construction and operation of the sports arena for the Handball World Championship;
- Advising a local subsidiary of the world leader in food industry in its efforts to defend in the controversy including claims, and related negotiations with Croatian Government in connection with environmental clean-up project estimated at €10 million worth. Our work in this project included, inter alia, discussions with three different Ministries of Croatian Government, and the negotiations on the related settlement agreements including both private and governmental parties;
- Providing legal counsel and representing a non-Croatian Government in the regulatory proceedings before Croatian banking regulator conquering acquisition of major regional bank;
- Advising Croatian Government (Ministry of Finance) on issues concerning government loans and guarantees, in a project exceeding €300 million in value;
- Advising on privatization of different companies with total share capital exceeding €80 million;
- Advising a State-owned fund on restitution issues regarding companies seized during the communist regime. The advice included drafting of complex legal opinions, including preparation of initial drafts of implementing regulation.
- Advising several multinational corporations on various regulatory issues in connection with SEC investigation. The advice included Croatian anticorruption and bribery laws.
The specifics of hotel and leisure industry are well known to us: our senior partner has been an in-house lawyer and general counsel at prominent five star hotel in Zagreb. We have built on this industry knowledge to provide creative and practical advice on a number of issues ranging from corporate/ real estate transactions to industry specific arrangements including hotel management agreements. Over the years we have worked not only with a number of established brands but also with some new brands that challenge the traditional models.
- Advising multinational hotel corporation in their first business venture in Croatia – development of a branded luxurious hotel and residence resort with the estimated value at €100 million. We provided assistance in all facets of the project including establishment of local subsidiary, drafting and negotiating hotel and residences management agreements and exercising a level of control over the development (financing and construction) driven by the investor. Due to stringent zoning rules, ambiguous treatment of the mixed use projects under Croatian laws and outright prohibition of certain developments, our lawyers had to ensure protection of the client’s best legal and commercial interests in the elaborate scheme of multiple contractual arrangements allowing for, in Croatia, unprecedented marketing, financing and operation model;
- Advising the world’s accommodations leader in set up and development of its local business. Our team provided a business friendly advice helping top-level management gain a clear and concise understanding of the highly sophisticated issues of regulatory constraints and licensing requirements, potential liabilities and related level of risk, as well as presenting possible solutions to overcome identified risks and achieve client’s business aim and overall strategy;
- Providing legal counsel to a major international corporation on development of hotel and resident resort valued at €140 million. The advice included various issues ranging from zoning to different contractual arrangements with different players;
- Advising owners of two hotel companies on management agreements with the prominent international hotel corporations;
- Regularly advising several hotel corporations on various legal issues, ranging from corporate and regulatory to industry specific;
- Advising a multinational hotel management company on complex construction and development agreements.
The firm provides a broad array of Croatian business-immigration legal services ranging from case analysis, eligibility determination, assignment contracts drafting to complete immigration and visa services, including short and long term work permits, temporary and permanent residence applications. We regularly make submissions and represent clients from diverse industries, including global leaders in life science, consumer products, chemicals, energy, IT and electronics industry, before Croatian immigration authorities. Our team works to demystify immigration requirements and efficiently support clients’ workforce mobility and relocation processes.
Our track record in the immigration practice includes:
- Advising a global leader in mixed martial arts organization, in obtaining 180 short-term work permits for personnel engaged in organization and holding of the Croatia’s first major martial arts event;
- Supporting a Fortune 100 multinational conglomerate corporation in obtaining high-pasted project related work permits for 21 employees in a single day;
- Advising and representing a number of clients including several Global 500 and Fortune 500 companies on issues related to secondment and related permits for their key executives;
- Providing legal counsel to several retail industry leaders concerning employee assignment/secondment agreements.
Data privacy and information management issues
Regulatory licenses and compliance
We are privileged to advise a number of world’s leaders in life science industry. Our deep understanding of this industry is a result of decades of work for different life science corporations both in Croatia and the wider region, on different projects ranging from some of the largest M&A deals to sensitive regulatory issues such as SEC investigations. Our practice in the industry includes regulatory, competition law, distribution, corporate and data privacy areas.
In course of our work we helped pharmaceutical companies on a wide variety of issues, including clinical trials; marketing authorizations; import and export licences for medicinal products and medical devices; marketing and advertising of medicinal products and medical devices; pricing; and labelling. In addition, we regularly provide expert advice on distribution schemes both from the industry as well as competition law perspective and are acting as day to day advisors for a broad range of issues concerning daily operations, such as corporate governance and employment.
The following is a selection of life science projects in which Babić & Partners was involved:
- Assisting a multinational pharmaceutical company in implementing locally its regional restructuring project;
- Advising a Global 500 pharmaceutical company on various issues concerning its distribution policy and related agreements;
- Providing legal counsel to multinational pharmaceutical company concerning clinical trial agreement and related documents;
- Assisting a multinational pharmaceutical company in its acquisition of a local company in the transaction valued above €13 million;
- Providing legal counsel to a multinational company engaged in production and distribution of medical devices concerning different aspects of its business operations in Croatia, including the advice on structural, regulatory and related licensing issues, and representing client before Croatian regulatory authorities;
- Advising a global health company on various regulatory issues related to marketing of medical devices;
- Providing legal counsel to two Global 500 companies and another Fortune 100 company on different aspects of the Croatian data protection laws, including drafting of documents and advising on regulatory issues related to processing of employees’ personal data;
- Obtaining merger control clearance for joint venture between leading multinational pharmaceutical companies (both Global 500 companies) in proceedings before the Croatian competition authority;
- Acting as Croatian legal counsel to a Fortune 500 biotechnology company on various data privacy issues and related proceedings before local data privacy regulator;
- Providing daily legal counseling to local subsidiary of a world’s leading life science corporation on variety of corporate, commercial and real estate related issues;
- Advising a Fortune 1000 company on its acquisition of a local biological business in the transaction valued about €20 million;
- Providing legal counsel to Fortune 1000 company concerning clinical trial agreement and related documents;
- Acting as local legal advisor for a Fortune 500 company concerning its world-wide spin-off of business in about 100 jurisdictions. The advice included advising on corporate and commercial issues, employment related to mergers & acquisitions, property and tax issues;
- Advising an international pharmaceutical company on potential acquisition of a local company in the transaction exceeding €1.5 billion in value;
- Acting as the Croatian legal advisor for a Fortune 100 company engaged in life science industry concerning various aspects of its operations, including promotion/distribution issues and regulatory matters;
- Advising a Fortune 500 pharmaceutical company on various product liability related issues under Croatian laws;
- Acting as Croatian legal advisor for one Fortune 100 pharmaceutical company and one Global 500 pharmaceutical company concerning various aspects of their operations, including advice on various contracts ranging from distribution, sale to warehouse agreements, corporate issues, promotion and marketing issue, employment and regulatory matters;
- Advising a multinational pharmaceutical corporation on the issues relating to intra-group financing arrangement;
- Providing complex regulatory advice related to SEC investigations for two Fortune 500 companies engaged in life science industry;
- Advising one Fortune 100 and one Global 500 companies engaged in life science industry on various issues related to promotional guidelines concerning promotion and distribution of medical devices and medicinal products;
- Advising three different Fortune 500 companies and one Global 500 company engaged in life science industry on various antitrust and competition law issues, including advice on various aspects of vertical and horizontal agreements;
- Advising a Fortune 500 pharmaceutical company on Croatian immigration law matters concerning secondment of employees to local companies and obtaining appropriate immigration licenses for key executives seconded to local companies;
- Advising several international pharmaceutical companies on various issues related to distributorship agreements and bonded warehouse agreements;
- Providing legal advice to a Fortune 100 pharmaceutical company on various aspects of post-acquisition legal due diligence and integration matters, including acting as an outside legal coordinator for the following jurisdictions: Slovenia, Bosnia & Herzegovina and Serbia;
- Advising a Fortune 500 company engaged in life science industry on various aspects of Croatian laws as regards the local payroll payment practices.
In a country with an overburdened justice system, we believe that anticipation and prevention through careful legal drafting and sound strategic advice are the most business friendly and most cost-effective ways of managing conflicts. However, when the situation reaches the critical point, we are ready to stand behind our client, providing an experienced and efficient dispute resolution team to steer the client successfully through the perplexities of the Croatian court system as well as through various alternative dispute resolution mechanism.
We stay focused on the needs of our clients with a view of resolving disputes quickly and effectively with as little disruption to business as possible. In cooperation with the client we will always identify key issues and problems with the case and will strive to identify likely outcome. In addition, we will identify realistic timetable for resolution as well as fair cost estimate while also openly indicating any settlement or alternative dispute resolution recommendation.
- Damage claims defense: We assisted world’s leading IT solutions company, in defending against damage claims before local courts. The company asked us to represent them in litigation proceedings related to damage claims instituted by a former distributor of client’s products, and threatening to escalate into reputational damage as well as significant employees’ distraction from daily duties. Being fully aware that clients find litigation an unwelcome distraction from their core business, as a starting point, we pulled a team of lawyers to combine their experience and expertise in the relevant areas of law and industry sector. Our team expeditiously conducted a series of interviews with client’s employees to explore both the client’s and the claimant’s motivation and objectives in the case. Our unfailing drive to fully understand client’s business and litigation objective is what distinguishes our lawyers apart from others and makes them trusted advisors. Working in close cooperation with the client we prepared proactive litigation strategies that provided client with several layers of defence in the case and ultimately resulted in claimant’s withdrawal of the claim.
- Product liability claim defense: We represented a leading automobile and motorcycle company in connection with a product liability claim in Croatia. The matter concerned a product liability claim lunched against our client by one of Croatian customers. Bearing in mind that typical court proceedings in Croatia may easily take years before final and not subject to appeal judgment is rendered, we have strongly moved for summary dismissal of the claim (i.e. dismissal without discussion on the merits) and have therefore created multi-layered and elaborate structure of arguments challenging international jurisdiction of Croatian courts, competence of the local court and our client’s legal standing in this proceedings. The proceedings represented a great opportunity for assessment and testing of the client’s legal documents including product warranty and have served in creating templates for possible similar actions before Croatian courts.
- Labor and regulatory dispute management: We represented the world’s leading sports apparel, equipment and accessories company, in connection with a number of labor and regulatory disputes and related pending or threatening litigation. In an effort to limit client’s potential financial liability as well as mitigate reputational damage and adverse effects of the proceedings on client’s regular business operations, we responded quickly and effectively to identify and develop successful defense strategies. Using our profound understanding of retail industry and our unmatched decades of experience, we have identified strategic focus early in the proceedings and implemented battle-tested defenses, thereby enhancing likelihood of success at the least cost for the client.
- Challenging legislative restrictions through Constitutional Court: We represented a Fortune 100 company in the proceedings before Croatian Constitutional Court challenging the constitutionality of particular advertising restrictions in the hyper-regulated industry. Combining our deep understanding of our client’s business and the wealth of industry-specific rules with our profound knowledge of both Croatian and EU competition laws, we are supporting our client in its efforts to refute constitutionality and legality of particular local regulations imposing advertising restrictions.
- Preventive lawyering: A major global corporation asked us to help in preparing and defending against potential software related litigation. Client’s legal team faced enormous pressure to complete all investigations and prepare both proactive and reactive strategies and action plans. As a starting point, we pulled a team of lawyers to combine their experience and expertise in IP, commercial and dispute resolution areas. Our team expeditiously delivered a summarized, clear and intelligible presentation of practical information to the client and in cooperation with the client developed several management strategies that ultimately resulted in a well-balanced relationship with customer. We proud ourselves in nurturing approach where the client is informed of and understands the relevant facts, rules, cost, risks, potential exposure and plan of action already at an early stage of the proceedings and is consequently able to make informed decisions in partnering with our lawyers.
- M&A related arbitration: We helped a multinational corporation in winning about €1 million claim against local company before the permanent arbitration court attached to the Croatian Chamber of Commerce. This was the first major international M&A related dispute evaluated by the arbitration in Croatia, where our client successfully claimed indemnity for breach of warranties provided by the seller under share purchase agreement for local target. During the proceedings we had an opportunity to shed a light on certain Anglo Saxon legal concepts that had not yet been tested in the local practice and won the claim on the backbone of our understanding of such concepts.
- Arbitration award recognition and enforcement: We represented the world’s leading integrated commodities producer in proceedings related to recognition and enforcement of a non-Croatian arbitral award against a local respondent. The key to successful and effective resolution was to convince local judge to apply international treaties which the local courts do not encounter or deal with on daily basis, to do it in accordance with interpretations recognized in international legal community and to do it quickly. And we did it. Coupling our extensive knowledge of both Croatian and international arbitration laws with understanding of our clients’ business and particulars of local court’s practice, we won in trial enabling the client to pursue the collection against the respondent and thus achieve its business goal.
We are one of the first law firms in Croatia to advise on mergers and acquisitions based on the anglo-saxon standards. When advising our focus is on strategic aspects of the deal and ultimate business goals of our client.
Our substantial experience and expertise in this area of law has resulted in a wide variety of precedents, checklists and drafting notes. These are constantly updated to facilitate work and produce timely advice. While these documents have a strong international basis, many of our proprietary tools have been built around Croatia-specific issues. The documents are structured with a view of providing efficiency while at the same time systematically controlling the risks.
Although M&A is not a rocket science our clients find it useful to apply our project management software tool. In this tool each task ranging from preliminary agreements to post-closing is identified along with action items and expected duration. The activities are monitored and marked by words „not started“, „in progress” and „completed“ allowing immediate and transparent status reporting in different formats including Gantt charts. Again, this is in line with our philosophy to stay focused on strategic aspects of the transaction and automate the routine tasks while using the technology for the benefit of our clients.
Over the last decades we have worked on a number of high-profile cross-border M&A transactions. Our track record includes the largest transaction in Croatia with the value exceeding EUR 1.5 billion. The following are examples of our work on some high-end deals, as well as some other transactions.
In 2006, we advised a foreign-based multinational company on its participation in a public takeover bid for the Croatian pharmaceutical giant Pliva, the largest acquisition of the year and the first public takeover of a large company in Croatia. Given the pioneer character of the transaction, ultimately valued at over $2 billion, we had to face a number of issues yet unprecedented in Croatian practice and to present our client with clear advice on possible courses of action. Additional difficulties were caused by the dual listing of the target and uncertainties as to the treatment of the GDRs under the new Croatian public takeover legislation. Furthermore, we had to consider a number of intricate financing issues. Within very tight time constraints, we developed a number of viable options for the client.
When a large multinational company sought to acquire a leading manufacturing business in croatia valued at over EUR 500 million it turned to us for advice that requireds expertise in several practice areas, including corporate, tax, competition, employment, real property and construction. During the takeover talks, our lawyers have succesfully faced the challenges imposed by a highly elaborate transaction structure, involving in depth understanding and testing of recently amended Croatian corporate laws. Through consistent client contact and strong teamwork, we have assisted our client to fully achieve its bussines objectives.
We acted as a local counsel to a large international financial institution, concerning its intention to acquire HVB Splitska banka, a large Croatian bank. This was the largest deal in the banking sector to date and one of the largest deals in Croatia, valued at approximately EUR 1 billion. Working in coordination with the client’s international adviser, we steered the client through one of the most complicated projects in Croatia in the banking sector.
The following is a selection of some other M&A projects in which Babić & Partners was involved:
- Advising international companies in a potential acquisition of majority shareholding in local leading producer in Croatia- transaction estimated to exceed €80 million.
- Providing legal counsel to one of the largest Polish IT distributors in the acquisition of majority interest in a prominent Croatian software development company.
- Acting as the Croatian legal adviser for a multinational corporation concerning potential acquisition of a local company engaged in life science industry in the transaction valued at €13.5 million. The advice included due diligence, preparation of transaction documents, analysis concerning demerger procedure under Croatian laws and related advice.
- Acting as the local legal counsel to one of the largest Polish financial group on potential acquisition of VB leasing business.
- Advising state owned oil & gas company from one of the Persian Gulf states on potential acquisition of Croatian and Bosnian and Herzegovinian retail operations of one of the largest regional competitors in the transaction exceeding €130 million in value.
- Acting as Croatian legal counsel to global real estate corporation in its €227 million merger with the international property consultant.
- Advising the foreign state owned company engaged in power production and electricity trading on the contemplated acquisition of a local company operating a major wind park project in Croatia in the transaction valued in excess of €65 million.
- Advising foreign investor on potential acquisition of retail business of a major Croatian company. The advice included complex structuring (both share and asset deal setups) and advice on Croatian securities, takeover and bankruptcy rules. The value of the transaction exceeds €15 million.
- Counseling a Fortune 1000 company in its acquisition of bio-generics production facilities from major Croatian pharmaceutical company in the transaction exceeding US$ 5 million.
- Advising an international corporation on the acquisition of a local company. The transaction exceeded €10 million in value. The advice included due diligence, drafting of the transaction documents and other related advice.
- Advising on complex restructuring and post-acquisition due diligence for a foreign investor in a hotel-leisure industry.
- Providing legal advice to an international corporation on the potential acquisition of a local company, with an estimated value of the transaction as €6 million. The advice included due diligence, drafting of the transaction documents, advice concerning squeeze-out and demerger proceeding under Croatian corporate laws and related advice.
- Advising a foreign company on a potential acquisition of business of a bankrupt company;
- Providing legal advice to a Fortune 100 company on various aspects of post-acquisition legal due diligence and integration matters. Acting as an outside legal counsel coordinator for the following jurisdictions: Slovenia, Bosnia & Herzegovina and Serbia;
- Advising a major foreign investor in a successful takeover of a Croatian cardboard and paper production company. The advice included preparation of mandatory bid under Croatian takeover rules;
- Advising a foreign company in the acquisition of a hotel in the Adriatic Coast;
- Advising a foreign bank in its take-over of a domestic bank.
The attorneys from Babić & Partners understand the dynamics that drive each particular real estate transaction and provide solutions to difficult legal problems faced by our clients.
We represent clients in all phases of real estate transactions, ranging from investment, acquisition, construction, development, leasing and finance. Our lawyers provide coordinated legal advice on the negotiation and preparation of purchase and/or sale of commercial properties, establishment of related investment vehicles, asset management and construction agreements, as well as real estate related tax structuring. We have longstanding experience in assisting local and international investors, developers, banks and other capital providers to plan, structure, negotiate and close deals related to real estate throughout Croatia. Utilizing our broad range of experience, extensive understanding of the real estate market, as well as a healthy dose of creativity and common sense, our team works with our clients to turn their real estate business ideas into profitable realities, always mindful of the range of intricacies related to real estate transactions.
SELECTED EXAMPLES OF OUR WORK
CREATING VALUE FOR CLIENTS: Due Diligence in Real Estate Transactions
The lawyers from Babić & Partners represented a purchaser of a landmark villa located on Adriatic coast. Despite the seller’s statements and confirmations to the contrary, our in-depth due diligence investigation revealed that the relevant property might be subject to the state’s right of first refusal which could consequently expose our client to the risk of a €5.5 million loss. Insisting on a thorough due diligence exercise, we notified the client, in a timely manner, of the potential risks and liabilities it could face, and designed closing mechanisms which enabled the client to mitigate the identified risks. The legal and financial implications of any real estate transaction, be it an acquisition, lease or sale, can be profound. In this context, the importance of effective due diligence protocol becomes obvious. We recognize this significance and create value for our clients through commercially sound advice grounded in our exhaustive knowledge of law, close collaboration with our clients and a solid understanding of the local business, economic and political climate.
EXPERTISE: Real Estate Financing Arrangements
Babić & Partners are among only a handful of law firms in Croatia with experience in public-private-partnership projects. We recently advised an international developer in connection with the financing of construction and operation of a sports arena valued at €100 million. An integral part of the advising process, was considering the legal characteristics, tax implications and liability risks of various financing structures available. Ultimately, we created a model that fully suited the client’s business objectives. Creative structuring of real estate transactions can yield significant economic savings for our clients during the period of ownership and operation of a real estate, upon disposition, or both. Our attorneys are experienced and committed to finding appropriate solutions for the complex legal problems faced by our clients, by applying our comprehensive knowledge of the law as well as specific requirements or the business sectors within which our clients operate.
PREVENTIVE APPROACH: Mitigating Environmental Risks
When an international company, intending to acquire a local factory offered for sale in bankruptcy proceedings, turned to us for counsel and legal guidance, we provided the strategic advice and prepared the tender documents that ultimately resulted in client being chosen as the preferred bidder. Only a few days before the scheduled closing, an environmental risk related to the presence of asbestos at the factory site was disclosed and seriously threatened to break the deal. Determined to assist the client in meeting its business objectives, we pulled together a team of environmental experts and worked closely with the client and collaborating professionals to mitigate the environmental risks and settle the related negative media attention. The result of these joint efforts and dedication was the successful acquisition of an environmentally safe facility and significant economic savings for our clients who confirmed that our forward-thinking approach was extremely beneficial.
PRACTICAL AND CLEAR ADVICE: Real Estate Acquisitions
Babić & Partners represented international private investors in the acquisition of a major development site (comprised of several residential buildings and a hotel) located on the Croatian coast and related transfer of the construction project. The clients faced enormous pressure from the sellers to complete all investigations and prepare the transaction documents within just a few days. In these circumstances we felt that a summarized, clear and intelligible presentation of practical information to the client was vital for the successful completion of negotiations. Although we understand the niceties of real estate law, our expertise lays in translating results of our due diligence inquiries into commercially-focused reports which our clients can refer to with confidence rather than fear. Pulling a team of lawyers, we produced within the set deadline a clear, practical report and transaction documents which enabled the client to complete negotiations whilst ensuring that its interests were safeguarded by the appropriate legal mechanisms.
SOLUTION ORIENTED SERVICE: Creative Solutions in Commercial Leasing
Babić & Partners’ real estate team assisted a Fortune 500 company in negotiations on the lease of a local factory. The transaction posed a number of challenges for the parties, both legal and practical. One of the challenges to be confronted was that the underlying lease agreement was intended to be made for a definite period, in which case early termination was possible only on grounds mandated by law. For business and practical reasons, however, the client was inclined to reserving an option of early termination on specific grounds other than those mandated by law. Committed to resolve the problem to the client’s satisfaction and working alongside client’s international legal advisors, we developed a completely new approach to the problem and drafted a set of documents which ultimately facilitated an effective resolution of the issue and, at the same time, ensured compliance with laws. Through such initiative, our commitment to achieving our clients’ business objectives remains focused.
UNDERSTANDING BUSINESS OBJECTIVES: Real Estate Dispute Resolution
Babić & Partners is well aware of the fact that clients find litigation an unwelcome distraction from their core business. Accordingly, our lawyers provide comprehensive legal advice in relation to dispute avoidance. However, where litigation becomes unavoidable, Babić & Partners are ready to take complex property disputes to trial. In 2007, our real estate and dispute resolution teams won a major victory for a private corporation. In 2005, the corporation acquired a number of real estate sites located on the Adriatic coast. Based on the arguments prepared by Babić & Partners, the Appellate court overruled the plaintiff’s claim and judged that the underlying real estate purchase agreement was valid. Consequently, the injunction granted by the first instance court prohibiting any constructions on the property in question was lifted. The court’s decision enabled our client to initiate reconstruction work on the property and thus realize its business objectives.