The firm's banking and finance related practice includes representation of clients in all aspects of financing transactions. These transactions range from origination and negotiation to documentation and closing, and when necessary, to enforcement of remedies and agreements for workout and reorganization.
Clients retain the firm to represent them in the various capacities in financing transactions, as agents, senior lenders or other syndicate members, sellers or purchasers of participation, assignors or assignees of direct loan interests, letter of credit issuers, trustees and arrangers or purchasers of capital market instruments. The firm also advises corporate borrowers involved in mergers and acquisitions, divestiture of operating units, equipment and project findings, debt restructuring and working capital and other financing transactions.
Banking and Finance team of NSTLAW has worked, among the others, on the following projects:
- Advising International financial institution (“IFI“) in the establishment and registration of mortgages on the property being in public ownership as a security instrument for loan agreement granted by IFI for financing of the construction, equipment and operation of the waste disposal landfill, transfer stations and waste separation facility;
- Advising IFI on the matter of enforcement procedure with regard to the enforcement of pledge in extrajudicial procedure;
- Advising Company in charge of management and maintenance of the System for Fare Collection and Control of Vehicles inPublic Transport in Belgrade in equity structured and secured financing from IFI;
- Advising Celanova Group in EUR 10 million worth restructuring of the secured foreign credit;
- Advising IFI in implementation of Western Balkans and Croatia Finance Framework, which includes granting of the loans to: Opportunity Bank Serbia, Cacanska Bank Serbia, Erste Bank Serbia and Opportunity Bank Montenegro;
- Advising IFI in granting of EUR 35 million loan to Elektroprivreda Crne Gore, main Montenegrin electricity producer, which was the first IFI financing of the Montenegrin energy sector ever;
- Advising IFI in implementation of the Western Balkans Sustainable Energy Direct Financing Facility (“WeBSEDFF“), including the grant to Interkomerc Energo Serbia for development of the mini hydro power plants;
- Advising Czech Export Bank (“CEB”) in granting of the export support loans to: Montenegrin national railways for redevelopment of the railways in Montenegro in the amount of EUR 36 million; Serbian Railways for redevelopment of the railways in Serbia; Bridge Power Investment Serbia and BPI Czech Republic for development of the Agri Pellets Production Plant in Serbia;
- Advising foreign export bank in granting subordinated loan to the Bosnian Government for development of the highway in Bosnia and Herzegovina;
- Advising Serbian Innovation Fund in financing of innovation activities through World Bank and IPA funds;
- Advising Contourglobal in the project financing by OPIC, which was awarded Project Finance Deal of the Year 2011 by IFLR;
- Advising clients in collection of bank guarantees from Serbian banks;
- Advising clients in debt restructuring negotiations, including restructuring of Agrobanka Serbia.
NSTLAW has developed in depth expertise in advising clients from various sectors on a wide range of cases covering all aspects of Serbian, Montenegrin and Bosnian competition law, including: merger clearance, state aid, distribution and franchising networks, restrictive practices, and antitrust audits.
The lawyers provide following services to the clients in regards to current competition standards to optimize their businesses:
- Assistance to implement competition law compliance programs for management and commercial staff and drafting of the compliance rules;
- Analysis of various commercial practices and their compliance with local laws and practice;
- Representation before competition protection authorities and courts of Serbia, Montenegro and Bosnia and Herzegovina.
Some of our most successful competition/antitrust projects are:
- Representation of the biggest Serbian brewery before the Council of Competition in Bosnia and Herzegovina;
- Training of the employees of Trebjesa ad Niksic and Apatinska Brewery (biggest breweries in Serbia and Montenegro) on compliance procedure;
- Provision of legal service to local distributor Drina Promet regarding competition issue in Bosnia and Herzegovina;
- Representation of insurance company in capacity of leniency applicant before Serbian Council of Competition;
- Representation of Wiener Stadtische regarding approval for exemption from prohibited agreement;
- Representation of insurance company Energo Projekt Garant regarding approval for exemption from prohibited agreement;
- Preparation of compliance program for pharmaceutical companies;
- Advising various companies in merger filing procedures.
NSTLAW provides full service to all the clients regarding day to day commercial activities, including:
- Drafting of commercial contracts, including contracts with distributors, contracts with consumers and suppliers, contracts on long-term business cooperation, insurance policies, etc.;
- Advising on advertising and marketing activities, including sponsorship of Serbian Premier League, sponsorship of the national football team, financing of two biggest music festivals in Serbia etc.;
- Data and privacy protection;
- Registration of all corporate changes in the Business Registers Agency;
- Protection of shareholders' rights.
In addition to international arbitration, NSTLAW handles commercial, environmental, employment and bankruptcy litigations and represents clients in enforcement procedures.
NSTLAW regularly acts as a local counsel of international law firms in international dispute resolution matters. Our lawyers are listed as arbiters with the arbitration of the Serbian Chamber of Commerce.
Due to world financial crisis, Serbia has been experiencing increase in number of cases and requests for representation before the courts, especially certain "bet the company" litigations where NSTLAW has been particularly successful.
Some of our most successful cases of dispute resolution include:
- Advising a group of Cypriot and Slovenian investors in an investment dispute with Serbia regarding the receivership and takeover of Agrobanka a.d. Belgrade;
- Advising a Bulgarian investor in mining and energy industry an investment dispute with Serbia;
- Advising a group of Slovenian investors in the automotive industry in an investment dispute with the Republic of Serbia;
- Advising Japanese pharmaceutical company in arbitration with local distributor;
- Advising biggest Hungarian construction company with respect to the potential litigation with Serbian state controlled company;
- Representing of the European Broadcasting Union (“EBU”) in respect to dispute resolution in Serbia;
- Representing of the biggest Croatian construction company in dispute with a Serbian bank and two Bosnian legal entities regarding ownership of the Iraqi foreign debt in the amount of USD 17 million before Serbian courts;
- Representing of road construction company in the proceeding for annulment of the tender for construction of highway Corridor X through Serbia;
- Acting as local counsel for the law firm representing respondent in the case of foreign investor versus Macedonia before ICSID;
- Representing company in charge of fare collection and control of vehicles in public transport of Belgrade in the debt collection cases;
- Representing Uniqa and Wiener Stadtische in the damage compensation case due to breach of regulations on public procurement against State Healthcare Fund of the Republic of Serbia in the amount of 1,300,000 EUR.
NSTLAW provides services to the clients in all areas of labor law, including:
- Drafting of labor contracts, including management contracts;
- Employment of foreign citizens;
- Preparation of rules of procedure and job classification (both initial, and for the needs of job restructuring);
- Negotiations with unions (as well as negotiations on behalf of unions);
- Safety and protection at work place;
- Transfer of employees in process of structural changes of the company, including mergers and demergers;
- Pension, social and health insurance, and
- Creation and implementation of the programs of mass redundancy of the employees.
We are proud to say that almost all of our clients rely on our expertise in the field of employment.
Nenad Stankovic is one of the most experienced attorneys in Serbia and Montenegro when it comes to projects related with Energy, Infrastructure and PPP, and NSTLAW office has been providing these services both in private and public sector and to international institutions.
Energy, infrastructure and PPP services comprise of training of the employees in public sector, preparation of feasibility studies and due diligence reports, step plans and to do lists with detailed explanation of all the phases of the project, negotiations, structuring of transactions, closing of contracts, gathering of required permits and approvals for implementation of transactions.
- Our team of lawyers has worked on the projects of unbundling of distribution system operator (DSO) and public supplier (PS) as an advisor for Electric Power Industry of Serbia - (EPS) which unbundling is considered the largest restructuring projects is Serbia ever;
- Advising biggest Serbian telecommunication operator in due diligence of the targeted cable operator in Serbia;
- Operation of System for Fare Collection and Control of Vehicles in Public Transport in Belgrade (Bus Plus), where NSTLAW is acting as full service legal advisor for the Apex Solution Technology d.o.o. with respect to this PPP operation in the City of Belgrade;
- Research and exploitation of coal mine and development of Power plant Kovin in PPP model for Bulgarian client, where investment value is higher than EUR 1 billion;
- Advising of the biggest Serbian Brewery in development of the Waste Water Treatment Plant in cooperation with local municipality and public companies;
- Advising German Techem in development of joint ventures with local heating plants for the purpose of installation of measuring devices for heating in several cities in Serbia;
- Three million EUR worth Secured Loan Agreement between EBRD and Interkomerc for financing of mini hydro power plants;
- Secured Loan Agreement between Czech Export Bank and Bridge Power Investment for the development of Agri Pellet Plant, acting for Czech Export Bank;
- Advising Marina Dorcol in development of infrastructure of Belgrade marina;
- Sales and Project development of windmills for Wellbury Wind Energy; and
- Development of solar panel and mini hydro power plants in Vojvodina for hotel operating company.
Our firm has been supporting undertakings and business in healthcare and pharmaceutical sector in Serbia and Montenegro. The major part of legal business support has been provided in the process of regulating terms and conditions on sales and distribution of pharmaceuticals products, but also to private insurance sector and private healthcare providers.
The main support is focused on specific legal aspects in the process of reimbursement, public procurement, registration and clinical trials, while we have also been providing bona fide support to patient and healthcare professional groups and associations.
We are currently serving as legal business support for three global innovative companies, including GSK, Novartis and Takeda, in regulatory, reimbursement, procurement, contract and labor law relations while securing full compliance with positive laws and regulations of Serbia and Montenegro.
We believe that this is the industry sector where we can say with confidence that we do understand the business needs and business drives and all the obstacles pharmaceutical and integrated healthcare companies are facing nowadays in the wider region.
NSTLAW regularly handles many of the largest, most complex and demanding transactions in Serbia and in Montenegro, representing foreign and local investors, as well as public authorities.
The firm's M&A experience includes the spectrum of negotiated mergers, acquisitions and divestitures. Stankovic&Partners assists the clients regarding legal and regulatory issues involved with mergers and acquisitions including structuring of the transactions, legal due diligence, assisting with financing, negotiating and documenting the transactions and compliance with filing obligations and approval requirements.
Track record of some of our transactions includes:
- Unbundling of distribution system operator (DSO) and public supplier (PS) as an advisor for Electric Power Industry of Serbia - (EPS) which unbundling is considered the largest restructuring projects is Serbia ever;
- Advising biggest Serbian telecommunication operator in due diligence of the targeted cable operator in Serbia;
- Advising group of Slovenian investors in acquisition of 1/3 of the shares of Citadel Securities AD, one of leading Serbian brokerage companies;
- Advising Austrian and Hungarian Jungbunzlauer in selling stake in local company to local management through leverage buyout;
- Advising Celanova Capital Serbia in restructuring of the company through serious of mergers of local affiliates and debt restructuring;
- Structuring, advising and supervision of merger between road construction companies Vojput Subotica AD and Somborputevi;
- Restructuring and transformation of Trebjesa brewery Montenegro (member of Molson Coors Group) from public to limited liability company;
- Merger between Trebjesa brewery Montenegro (member of Molson Coors Group) and Black Sea Montenegro;
- Advising Finkom Ukraine in acquisition of Automobile Factory FAP Priboj in privatization procedure;
- Advising AC Broker and MV Investments in successful hostile takeover of the one of the biggest Serbian construction companies;
- Advising minority shareholders (including ACH Slovenia and East Capital Sweden) in negotiations with the Republic of Serbia and the National Bank of Serbia in restructuring of Agricultural bank Agrobanka a.d. Serbia;
- Advising Kimberly Group in acquisition of Marina Dorcol real estate project in Belgrade;
- Sell-side advisor of major shareholders of road construction company in selling of the company to a foreign investor;
- Representing bidders in the procedure of public bid for takeover of Central Bus Station in Belgrade;
- Sell-side advisor in the joint venture and acquisition of the 50% of the shares of one of the biggest Serbian meat producers and pig farmers;
- Buy-side advisor in acquisition of the shares in biggest Serbian facility management company Hauzmajstor (member of Rusler Group);
- Sell-side advisor in selling of 100% of the shares of the Serbian second biggest chemical food additives wholesaler to Azelis Group;
- Advisor to corporate restructuring and upstream merger between Starbev AP d.o.o. and Apatinska pivara d.o.o. Apatin;
- Buy-side advisor in acquisition of Guliver d.o.o. (Serbian representative of Getty Images).
NSTLAW real estate practice encompasses initial planning, acquisition, financing, investment, development, construction, management and sales. The lawyers advise clients in all phases of the real estate projects, from providing counsel in due diligence process, contract negotiations during the acquisition phase and resolving of technical issues, to assisting the clients with management during the operations phase and lease and sell of the property. NSTLAW assist developers in the acquisition, development, funding and leasing of commercial, mixed-use and residential properties and developments.
On several occasions, our lawyers acted as trainers regarding real estate operations, including the training at valuation academy organized by Hypo Alpe Adria Bank Austria for their valuators in Serbia and in Montenegro.
Furthermore, we advise our clients on long term lease agreements and other real estate matters.
Our major real estate mandates are:
- Advising Greek real estate fund in acquisition of shopping mall in Belgrade through secured share deal;
- Advising Greek real estate investor in acquisition of prime office building in Belgrade financial district through secured share deal, which engagement includes negotiations with IFI;
- Advising Austrian investor in acquisition and development of the construction land for a supermarket chain;
- Development of business and hotel complex in Belgrade downtown, with more than 92,000 m2 of surface area for a Greek investor;
- Land acquisition and development of the water treatment plan and sewage system in the municipality of Apatin, Serbia by the biggest Serbian Brewery;
- Building of the marina, residential complex and business center at the bank of Danube river with the total area of more than 100,000 m2 in the downtown Belgrade by Marina Dorcol d.o.o. Belgrade and Kimberly Enterprises N.V;
- Day to day business for real estate client Metropol Hotel Belgrade;
- Draft of complex lease agreements and day to day legal services for CA Immo;
- Facility management agreement and drafting of the contracts with subcontractors for Hauzmajstor, member of Rustler Group and the biggest facility management company in Serbia;
- Advising client Techem on public private agreements in implementing thermo devices in heating systems around Serbia, plus real estate developers on inclusion of these devices in real estate premises;
- Acquisition of business center in Presevo (Serbia/Macedonia Border) by Israeli investment fund;
- Advising local NGO and City of Kragujevac in development of the social housing in Kragujevac, Central Serbia.