MENS LEGIS LAW FIRM 2013

Transcription

1 MENS LEGIS LAW FIRM 2013

2 MENS LEGIS LAW FIRM First Law Firm In Republic of Macedonia Established in 1995, our firm specialises in: Foreign Direct Investment and Investment Structures Mergers & Acquisitions Legal Due Diligence Industrial Property Protection Public Private Partnership Infrastructure Projects Real Estate Law Ljubica Ruben Blvd. Sv. Kliment Ohridski No. 54/3-2/ 1000 Skopje Macedonia Phone: ; Fax: mlegis@t-home.mk SKOPJE LJUBLJANA

3 Scope of work Mens Legis provides legal services for the clients from the country and abroad in the following areas of the business legislation: Legal Due Diligence Acquisitions Projects for privatization of companies, Public procurement Public private partnership Tender procedures Estimation of the establishing stakes Corporative governance Direct foreign investments Capital Market Establishing of all types of companies; Competition and antitrust Representation before the European court for Human rights in Strasbourg Protection of the Industrial Property rights, Labor law and labor relations Transfer of technology Customs issues Analyzes of the financial state of the companies, Preparation of the tender documents according to the international practice, Know-how agreements Bankruptcy law, In addition, MENS LEGIS has experience in the following areas: Investment structures (Partnerships, Joint Venture est.) Taxes Banking Law, Environment E-communications Sale-purchases Real estate and franchise Public Finance Employment relations and employment Social insurance Politics of human rights Marketing and communications Government Agreements Preparation of the feasibility study and business plans Preparation of the projects for finance from EU funds procedure for gaining assets, connecting with foreign lobbyists. Preparation of projects for finance of the EU funds - procedure for gaining assets. Protection of the environment Trainings for corporate governance, marketing strategies, financial governance, business planning.

4 Vision and values The team of MENS LEGIS is committed to providing commercially focused highest quality legal services to its clients. Our passion to excellence and fluency is guided by the following principles: Business mindedness and ambition for client success We seek to ensure that our clients can benefit from our local excellence, knowledge and experience. Our target is success to our clients, accomplishment of their goals and business ambitions in Macedonia and abroad. Exceeding clients expectations We are determined to help our clients to achieve their goals and to even go beyond that. We are guided by desire to exceed our clients expectations towards the legal services by thinking few steps ahead and approaching the questions with wider perspective. We are to provide answers one second before the question is raised. Thinking outside the box Being forefront of the legal profession requires insight, foresight and creativity. Finding alternative and innovative solutions to the legal issues assists our clients in optimizing their projects.

5 Qualities Extensive experience MENS LEGIS is the first law firm in the Republic of Macedonia, established in February 1995 just few years after the independence and right at the outset of the Commercial Law in Macedonia. Full service and strong capacity In order to accommodate clients needs, the lawyers of MENS LEGIS cover various areas of law. High profile deals and clients MENS LEGIS acts in most of the major local and cross-border transactions in Macedonia dealing with largest local companies and investors. International ties We maintain our professional ties worldwide, including, but not limiting to, New York, London, Paris, Rome, Milan, Berlin, Madrid, Moscow, Brussels, Athens, Dubai, Sofia, Tirana, Vienna, Vancouver, Tel Aviv and Kuwait. International education and training Many of our lawyers have been educated or trained in western universities and are constantly updating their knowledge. MENS LEGIS team regularly participates in international law conferences, seminars and forums as speakers or participants, frequently publishes articles in international and local magazines, dailies and various legal directories.

6 The firm has developed a reputation of excellence having a sophisticated practice, and its members regularly participate in international law conferences and forums, speak and contribute with papers and frequently write articles in international magazines and also in various legal directories. MENS LEGIS LAW FIRM according to IFLR 2008 is characterized as top tier after some good references from peers and clients. Also, IFLR concluded that MENS LEGIS is constantly present on the big-ticket transactions. According to the 2009 edition of IFLR, MENS LEGIS received some particularly notable transactions in the real-estate and PPP markets, this year. Prepared overviews and is listed in the Oxford University Press Financial Services Regulation in Europe among the best law and financial firms and the Global Banking and Financial Policy Review the yearbook 2009 of EUROMONEY.

7 MENS LEGIS clients have come to depend and rely on the experienced and good judgment of legal advice to achieve their objectives. The firm is proud to say they have already assisted large and medium national and international companies with diverse fields of activities, some of which include:

8 International and local clients: FIAT Group Italy, Toyota Macedonia, CHRYSLER LLC USA, Porsche AG - Germany, SIEMENS Germany, RWE - energy Germany, Reemtsma, Germany Deutsche Bank AG, Bombardier Canada, EMBRAER, Brazil Euromax Resources Ltd, Canada Gazit Globe Israel, Telecom Slovenije d.d, SENCAP SA - Greece, MATAV Rt, Hungary, Wachovia Bank N.A. COSMOFON AD Skopje GERMANOS AD Skopje MITTAL STEEL Company N.V, Bank of Scotland - Scotland, McDonald's, USA, Zavarovalnica TRIGLAV ad Ljubljana - Slovenia, IBM, Dr. Oetker International Ost., Germany, ALPINE Bau GmbH- Austria Alcatel Services International, Rijswik, Holland ITT Corporation, New York, USA G-Netherlands B.V. Amsterdam American Express Bank Colmobil Corporation, Israel IMPERIAL Tobacco, England European Estates Limited England, Atlas - Copco, Czech Republic GLOBAL COMUNICATION NETWORK USA MP Asset Management INC, Slovenia Credit Suisse Multigas Est S.r.l., Italy New York College, Athens, Greece Procter & Gamble Eastern Europe, Cincinnati, Ohio, USA ILIRIKA borzno posredniske hise d.d. Ljubljana TRAFITALIA SRL- Italy SAFE-INVEST Holding AG -Austria Berkshire International Investments DOOEL Skopje EBRD CIT Group USA SEE University, Tetovo - Macedonia MESSER Group Germany International Financial Corporation IFC, USA ICN PHARMACEUTICALS, INC., USA GE Capital Aviation Services, Shannon, R. Ireland ITT Corporation, New York, USA ANT & PER & LEO. KOUIDIS SA, Greece BSP South Pool Slovenia MP Invest AD Skopje SEAF Macedonia LLC Ephoka - MK DOOEL Skopje Belhasa, Dubai, United Arab Emirates EMIT - Italy BSP South Pool DOOEL Skopje Palet Insaat Construction and Trading Co Int., Turkey Metalsac Ticaret Ve Sanayi A.S. Turkey and many others

9 Successfully finished projects by the team of MENS LEGIS LAW FIRM In 2007, Zavarovalnica TRIGLAV a.d. Ljubljana purchased % of the shares of AD VARDAR Skopje for the value of 27.8 million Euro. MENS LEGIS LAW FIRM was engaged as an International Law firm in the process of sale-purchase of the shares of the Insurance Company AD VARDAR Skopje and successfully finished the salepurchase. In cooperation with Clifford Chance MENS LEGIS LAW FIRM prepared the Legal Due Diligence Project for the successful acquisition of OTE MTS Holding B.V. Netherlands and its subsidiaries COSMOFON MOBILE TELECOMMUNICATIONS SERVICES AD - SKOPJE and GERMANOS TELECOM AD SKOPJE. Client: Telecom Slovenija d.d. The value of the transaction amounted 190 million Euro. MENS LEGIS LAW FIRM prepared the Legal Due Diligence for Reemstma Germany, for the successful purchase of Tutunski Kombinat AD Skopje (Tobacco production company) - value: 23 million Euro. In Cooperation with WOLFTHEISS Vienna - Austria, MENS LEGIS LAW FIRM prepared the Legal Due Diligence Project for privatization of ESM (Public Electricity Company). Client: RWE Germany. One of the most wanted locations in Macedonia, the plot and buildings of the old factory of ALUMINA AD in bankruptcy Skopje was bought by the Israeli Company Gazit Globe through its branch in the Netherlands G- Netherlands B.V. for 19 million Euro. The subsidiary G-Macedonia AD Skopje will build a Shopping Mall with residential premises-value of the project 120 million Euro. The whole project is legally conducted by MENS LEGIS. In cooperation with BAKER&McKENZIE, London-Budapest, MENS LEGIS LAW FIRM prepared the Legal Due Diligence Project for privatization and successfully finished the sale - purchase of Telekom- Macedonian Telecommunications provider. Client: MATAV, Hungary. The value of the transaction amounted 350 million Euro. Another successfully finished project in Consortium with Constant&Constant Solicitors, London, is the privatization of the largest bank in the Republic of Macedonia Stopanska Banka AD Skopje. MENS LEGIS LAW FIRM was a legal advisor in this project.

10 As an International Law firm MENS LEGIS was legal advisor to SENCAP S.A. Greece in the entire process of privatization of TEC Negotino, Negotino (Electricity production company). Amount of the Project 69 million Euro. The latest big project that Mens Legis provided the legal services and the legal procedures for the acquisition of PD Vardar by the company Euromax Resources from Canada. PD Vardar is in the phase of exploitation concession for the location Ilovitza as one of the largest gold and copper finds in South-eastern Europe. MENS LEGIS prepared the Due Diligence for over 20 cable televisions for their purchase by Global Communication Network, USA. MENS LEGIS led and completed the whole legal procedure for establishing the SEE University, Tetovo. MENS LEGIS led and completed the whole legal procedure for establishing accreditation of New York College, Skopje. MENS LEGIS advised SEAF (Small Enterprise Assistance Funds) regarding investment in 14 companies across 14 unique industries. MENS LEGIS as a Law firm advised the Company SAFE INVEST MACEDONIA DOOEL Skopje in the process of establishing the Joint Stock Company for presentation in insurance and harmonization with the law for Supervision of the Insurance. In cooperation with the Berlioz Consulting Paris and the European Agency for Reconstruction, it accomplished the Project within the European Union s CARDS Program for the Balkans region, for Technical Assistance for copyright related right protection Advising Siemens Transzformátor Kft. from Hungary, regarding Tender procedure announced by EVN Macedonia.

11 Others for MENS LEGIS Brilliantly accomplished business. Bojan Dremelj, CEO, Telekom Slovenije. d.d We are happy from the prompt service we get from you Michael Nassie COLMOBIL CORPORATION. Israel

12 Damage compensation after traffic accidents in Macedonia

13 Legal framework LAW ON COMPULSORY MOTOR TPL INSURANCE OBLIGATION LAW

14 LAW ON COMPULSORY MOTOR TPL INSURANCE а) passengers against accident in public transportation; b) owners, i.e. users of motor vehicles and sidecars; c) owners, i.e. users of aircrafts; and d) owners, i.e. users of ships or engine-powered boats, against third party liability

15 INSURANCE OF PASSENGERS AGAINST ACCIDENTS IN PUBLIC TRANSPORTATION Owners, i.e. users of transportation vehicles registered for public transport of passengers shall be obliged to conclude contract for passenger insurance against accident with an insurance undertaking. The contract shall be obliged for the owners of the following: busses for public transportation in municipal, inter-municipal and international lines and extra lines; passenger motor vehicles for taxi services and rent-a-car vehicles, when rented with a driver; busses transporting employees to work and back; rail vehicles for passenger transport; all types of lake and river vessels, including ferries and rafts transporting passengers in regular lines or freely, including cruises and transport of tourists; all types of rented vessels referred to under item 5 of this article, rented with at least one crew member; aircrafts and other such crafts for public transport of passengers on regular and special lines; busses used by the travel agencies to transport tourists; and all other transportation vehicles regardless of the power, having passenger transport as their registered activity, with a charge.

16 Minimum insurance amounts 1) EUR 4,500 in case of death; 2) EUR 9,000 in case of permanent loss of the working ability; and 3) EUR 2,200 in the case of temporary inability to work and treatment costs.

17 INSURANCE OF OWNERS OF MOTOR VEHICLES AGAINST THIRD PARTY LIABILITY Every person shall be entitled to damage compensation on the basis of motor TPL insurance except the following: the person controlling the motor vehicle the use of which caused the accident; the owner, co-owner, insurance contractor and any other user of the vehicle that did not control the motor vehicle at the time of the accident, but only up to the damage amount regarding destruction or damage to items; the person that illegally usurped a motor vehicle that caused the accident, as well as his/her accomplice, regardless whether he/she controlled the motor vehicle at the time of the accident; and the persons that suffered damage as a result of the following: usage of the motor vehicle in sports events upon prior obtained official consent, at which maximum speed should be achieved; use of the motor vehicle in an act of terrorism or military operations defined by the Criminal Code. Motor TPL insurance also covers damages caused by the use of the motor vehicle by unauthorized person. The insurance undertaking that would compensate the damage caused by control of transportation vehicle by an unauthorized person shall be entitled to recourse regarding the paid compensation, including interest and costs thereby incurred by the unauthorized person.

18 Minimum insurance amounts For damages in case of death, physical injury and health deterioration, after an event of damage regardless of the number of claimants: EUR 200,000 for buses and cargo vehicles, EUR 100,000 for other motor vehicles and EUR 300,000 for motor vehicles transporting hazardous materials, and For damages in case of destruction or damage of items, after an event of damage regardless of the number of claimants: EUR 100,000 for buses and cargo vehicles, EUR 50,000 for other motor vehicles and EUR 150,000 for motor vehicles transporting hazardous materials.

19 Accidents outside the territory of the Republic of Macedonia The responsible insurance undertaking shall be obliged to compensate the damage incurred by the use of motor vehicle on the territory of the member states of the European Union in the amount set under the regulations of the member state where the damage occurred. The insurance undertakings conducting motor TPL insurance activities shall be obliged to appoint authorized claims representative in the European Union member states - person who on behalf and for the account of an insurance undertaking registered to conduct motor TPL insurance activities according to this Law, gathers information, undertakes measures necessary to resolve claims and makes appropriate payments under claims in the country of permanent residence of the claimant. The responsible insurance undertaking, i.e. its authorized claims representative shall be obliged within three months from the day of submission of the claim by the claimant to do the following: give reasonable offer for damage compensation, in case the liability is undisputable and the damage was processed in full; and reply to the request for damage compensation, in case the liability is disputable or not precisely determined, i.e. in case the damage was not processed in full.

20 Accidents within the territory of the Republic of Macedonia The claimant that suffered damage caused by foreign motor vehicle can submit a claim to the National Insurance Bureau or directly to the insurance undertakings - members of the National Insurance Bureau. The cedent insurance undertaking shall be obliged to process and pay the claim in accordance with the international agreements on insurance of motor vehicles, within three months from the day of submission of the request and the necessary documentation. In case the insurance undertaking - member of the National Insurance Bureau which processed and paid the claim for a foreign insurance undertaking on the basis of international agreements does not receive the refund to which it is entitled in accordance with the international agreements, the funds from the Guarantee Fund shall be returned to member of the Bureau in a manner set by the National Bureau.

21 Institutional framework National Insurance Bureau Guarantee Fund Damage Compensation Service

22 NATIONAL INSURANCE BUREAU Insurance undertakings, with an agreement, have established the National Insurance Bureau. The Bureau carries out the following operations: operations in accordance with international insurance agreements on TPL of owners and drivers of motor vehicles (green card) and represent the insurance undertakings in the international organizations of insurance undertakings; issues and prints international green cards for the needs of the members; determines the level of the additional premium for issuance of international green cards; adopts insurance statistical standards; carries out operations being of mutual interest of the insurance undertakings, set under the Company Law or the Statute of the Bureau, as well as other operations for which it is authorized by its members; keeps registry of insurance brokers and insurance brokerage companies; adopts Code of Conduct for insurance undertakings; cooperates with other authorities on insurance-related matters; carries out other activities stipulated by this Law.

23 Guarantee Fund The Guarantee fund serves for payment of compensation for: damages incurred on the territory of the Republic of Macedonia by unknown and uninsured motor vehicles and trailers, uninsured engine-powered boats and ships, as well as uninsured aircrafts; damages incurred on the territory of the Republic of Macedonia by transportation vehicles registered for carrying out public transport of passengers for which the owners failed to conclude contract for passenger insurance against accident; damages from compulsory insurance that the claimants are unable to collect due to closure of the insurance undertaking with which the insurance contract was concluded, whereby only the part of the damage that was not compensated shall be paid from the bankruptcy estate of the insurance undertaking. damages from insured motor vehicles originating from the territory of the Republic of Macedonia guaranteed by the National Insurance Bureau in accordance with the Crete Agreement. The Bureau shall be entitled to recourse in the amount of the paid damage compensation, including interest and expenses, from the owner of the uninsured motor vehicle, aircraft, vessel and public transportation vehicle, i.e. from the person that caused the damage.

24 Damage Compensation Service The National Insurance Bureau establishes Damage Compensation Service for payment of claims lodged by claimants who are permanent residents of the Republic of Macedonia, in the cases when: the accident occurred in other EU member state, i.e. in third countries, the National Insurance Bureau of which is a member of the green card system; the accident was caused by motor vehicle insured in European Union member state and it originates from its territory, and only in exceptional cases, when the insurance undertaking, i.e. its authorized representative failed to fulfill the obligations in accordance with this Law. The claimants can submit claim to the Damage Compensation Service if: Within three months from the day of submission of the claim to the responsible insurance undertaking or to its authorized representative, the responsible insurance undertaking or its authorized representative failed to solve the claim of the claimant; and the responsible insurance undertaking failed to appoint its authorized representative in the Republic of Macedonia.

25 Payment on the basis of unknown and uninsured motor vehicles In case the vehicle that caused the damage is unknown, i.e. in case the responsible insurance undertaking cannot be determined within two months from the day of the accident, the claimant can submit the claim to the Damage Compensation Service. The Damage Compensation Service that compensated the damage is entitled to refund of the paid amounts and costs in accordance with he concluded international agreements: in case the responsible insurance undertaking cannot be determined, from the Guarantee Fund in the European Union member state where the motor vehicle originates; in case the vehicle is unknown, from the Guarantee Fund in the European Union member state on the territory of which the accident occurred, in case of vehicles originating from third countries, from the Guarantee Fund in the European Union member state where the accident occurred.

26 Procedural aspects Obligations of the persons involved in the traffic accident: - Exchange of information - Notification to own insurance undertaking - Disclosing information related to the traffic accident In case of traffic accident: Notification of damage of insured vehicle Notification of damage of uninsured vehicle (Guarantee Fund) Notification of damage of unidentified vehicle (Guarantee Fund)

27 Statistical data* Insurance market in Macedonia in 2012: - Triglav (17,6% market share) - Eurolink (11,3% market share) - Sava (9,9% market share) - Qbe (9,8% market share) - Evroins - Vinner - Insig - Uniqa - Insance Policy - Albsig - Croatia - Grawe *(official data of the National Insurance Bureau)

28 Structure of premium and settled claims 2012 Total number of issued policies: Stipulated premium: denar ( euro) Total number of settled claims: Total value of settled claims: denar ( euro)

29 Stipulated premium and settled claims per classes 2012 Structure In % stipulated premium settled claims Accident 7,36 12,15 Passenger vehicles (full coverage) 10,83 16,61 Aircrafts (full coverage) 1,05 0,47 Marine Insurance (full coverage) 0,01 - Transportation of goods (cargo) 1,14 0,11 Third party liability Insurance (vehicles) 46,79 46,63 Third party liability Insurance (aircrafts) 0,15 0,06 Third party liability Insurance (marine) 0,02 -

30 Final conclusions