on the gc grapevine - volume 3 - edition 1

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-Automotive- Ed 1 Vol 3 2013 In this edition: Peter Mišák - Škoda Laura Háray-Takács - Audi Selale Orkide Serengil - Borusan Otomotiv HR Corner - Ángel Gutiérrez Joaquim Ferraz-Martins - Renault Wolfgang Lehr - Carglass Marcela Barreiro - Daimler Powered by

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This was probably the most exciting issue for us to work on since we launched the GC Grapevine project two years ago – and how could it not? It is hard not to get buzzing - especially for car-enthusiasts such as the members of this editorial team - when we think of the automotive industry. And gosh, what a treat working on this issue has been. We had the opportunity to talk to GCs equally excited about their industry whose eyes sparkled every time they spoke about the cars they are producing. At the same time, we had the opportunity to visit a manufacturing plant the size of a small town where we could not help but hope to catch a glimpse of the latest super-car speeding down the testing track.

TRANSCRIPT

Page 1: On the GC Grapevine - Volume 3 - Edition 1

-Automotive-

Ed 1 Vol 3 2013

In this edition:Peter Mišák - Škoda

Laura Háray-Takács - AudiSelale Orkide Serengil - Borusan OtomotivHR Corner - Ángel Gutiérrez

Joaquim Ferraz-Martins - RenaultWolfgang Lehr - Carglass

Marcela Barreiro - Daimler

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Page 2: On the GC Grapevine - Volume 3 - Edition 1

HR Corner: José Ángel Gutiérrez, HR Director , Daimler .........p. 18

“Mexico’s auto-part industry”By Rodrigo RojasRobleda, González Calvillo,

Mexico...............p. 22

“Is sustaining the automotive industry a government priority?”By Alin Chitu, Tuca Zbârcea & Asociatii Tax

Romania............p. 24

Interview With Joaquim Ferraz-Martins, Legal Director Brazil,Renault ............p. 4

Interview With Wolfgang Lehr, Regional General Counsel Belron,CARGLASS .......p. 5

Interview With Dr. Laura Háray-Takács, General Counsel and Head of Compliance Hungary, Audi ..p. 8

Interview With Marcela Barreiro, General Counsel & Secretary Mexico, Daimler ..........p. 11

Interview With Peter Mišák, Head

of Legal Slovakia,

ŠKODA Auto ...p. 13

Interview With Selale Orkide Serengil, Legal Affairs Manager, Borusan Otomotiv Turkey ............p. 16

“Please, just talk to me!”By Luciana Gualda, Ache Laboratorios,

Brazil ..............p. 20

“Competition and the connected car: Which road ahead?”By Dr. Thomas Funke, Osborne Clarke,Cologne and Brussels

.......................p. 21

“European block exemptions in the auto-motive industry”By Mgr. Michal Kohn,Ružicka Csekes,

Slovakia.............p. 26

Page 3: On the GC Grapevine - Volume 3 - Edition 1

This was probably the most exciting issue for us to work on since we launched the GC Grapevine project two years ago – and how could it not? It is hard not to get buzzing - especially for car-enthusiasts such as the members of this edi-torial team - when we think of the automotive industry.

And gosh, what a treat working on this issue has been. We had the opportunity to talk to GCs equally excited about their industry whose eyes sparkled every time they spoke about the cars they are producing. At the same time, we had the opportunity to visit a manufacturing plant the size of a small town where we could not help but hope to catch a glimpse of the latest super-car speeding down the testing track.

Our ‘toys’ infatuation aside, we have plenty of other reasons to be excited. Since May, 2011, when the GCG first went to print we have grown from the idea of an in-house-targeted newsletter with 200 readers focused on Hungary to a pan-regional publication covering almost all markets in the CEE and with a subscriber base of over 3000 senior in-house counsels.

Our drive to continue expanding the project has lead to the first issue of Vol-ume 3 to also include another ‘emerging markets’ continent: Latin America. The timing and choice of focus could not have been better with the Automotive industry booming in both Mexico as well as Brazil, the two markets that we have added to our span.

We have also added a new section for our readers - the HR Corner. In this issue and the following, we will aim to explore within this section two main elements: (1) the perspective of another function of a company - that of an internal client and what adds value from the legal function for them; and (2) the perspective of the function that recruits a potential General Counsel to explore what their understanding of the company’s needs are and how they go about identifying the ideal candidates to address these needs.

Lastly, our GC Grapevine community on our portal keeps on growing. Aside from hosting all of the articles from past editions as well as exclusive inter-views and articles you can visit us at www.gcgrapevine.com to express your thoughts, communicate with other lawyers across the world, and increase your ability to reach potential clients and counterparts. Please let us know – elec-tronically or by contacting me directly – if you would like to learn more.

Orsolya Endrefi Associate DirectorEmerging Europe and Latin America Legalis Global

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L: You have cumulated over 25 years of experience working as an in-house counsel. Can you describe your career path for our readers?

JFM: I graduated from the Faculdades Metropolitanas Unidas Law School in 1989. My legal career, however, com-menced during my university years. Be-tween 1984 and 1987 I worked as a trainee at a law firm. My first in-house role (1 year) was with Crédit Commercial de France right after. In 1988 I moved to Ban-co CCF Brasil where I started off as a legal assistant. By the time I left in 1999 I was the Legal Manager for the Corporate Af-fairs Department. Having worked in-house for 12 years by that point, I decided to also try ‘the other side’ of the legal world and worked in private practice for one year at Fischer & Forster Advogados / L.O. Bap-tista Advogados

It was not long until I moved back to an in-house role with HSBC Investment Bank Brazil where I had the role of Legal Depart-ment Manager. In 2003 I moved into my current company, Renault Brazil. In 2010 I also took on the role of President of the Board of Directors and Executive Board of the France-Brazil Chamber of Commerce.

L: Please describe for our readers your current role (eg, responsibilities, size of team, structure).

JFM: I am responsible for all legal mat-ters of Renault for Brazil. A lot of my day is spent on managing all the relationships with the car-dealers’ network: negotia-tion of new agreements, amendments and termination, etc. At the same time, I cover matters related to tax and labor litigation.

I have a team consisting of 9 lawyers of sev-eral seniorities, 3 interns, and 2 assistants. Running this team is myself as the Legal Director. The structure of the team also includes one Legal Manager and one Legal Supervisor while the others are in-house counsels.

On top of our regular legal responsibilities, while the legal department is not responsi-ble for tax planning, we are asked to give our opinion on important issues in order to evaluate risks and to mitigate possible consequences.

L: What would you say is the most chal-lenging part of your job?

JFM: Since Renault has a very good legal department the legal questions that arise are not so difficult to tackle. However, since Renault changes the Brazilian CEO every 3-4 years as well as other financially responsible executives, it is a very interest-ing challenge to constantly bring them up to speed and explain the difficult and com-plex legal Brazilian system.

One element that I had to train myself into is that, no matter the size and complexity of a legal question, the conclusion with

every important bit of information must be in one, maximum 2 power point pages in order to ensure it is properly processed and understood. This means that we need to apply ourselves and offer really sharp and to-the-point legal analysis on any ques-tion that is presented to us.

At the same time, the managerial side of my role represents a challenge in itself. For example, with a considerable in-house team such as mine offering a clear career path to all of my team members and man-aging their career expectations is quite a challenge.

L: Renault cooperates with many other car manufactures like Nissan, Samsung and Daimler. What legal issues, if any, result from such cooperations?

JFM: I know very well the relation of Re-nault and Nissan in Brazil since we share a factory and we have already rendered legal services to Nissan. Indeed, overall, I can tell you that Renault and Nissan have a very good and strong relation in Brazil.

The Renault people from other countries always ask how can we succeed on this matter and the policy established by Carlos Ghosn is the key answer: to respect and to take advantage of the differences.

Of course some times we are discussing some matters and a difference in opinions brings us to a disagreement but we know that it is only each team defending their companies interests and we have internal ways to solve this kind of problems. On the other hand, it is incredibly useful when Renault can act on behalf of Nissan before third parties or vice-versa. Regarding Re-nault-Samsung in Korea or the cooperation with Daimler I do not know as much since my focus is on Brazil but I already talked several times with the responsible for le-gal matters with this companies and I can assure that we have a very good win-win

Joaquim Ferraz-Martins, Legal Director Brazil,Renault - Brazil

“no matter the size and complexity of a legal question, the conclusion with every important bit of information must be in one, maximum 2 power point pages”

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relation with all our partners.

L: The French state owns 15.01% of the Renault shares, which makes it the big-gest individual shareholder. What in-fluence does this have on your company and on your operations in Brazil?

JFM: The French State is represented on the board of directors of Renault in France but they give Carlos Ghosn a free hand to do his work. Of course, there are always some issues that come up frequently when the union workers talk about the transfer of production from France to other coun-tries or the reduction of employment in France. Regarding our operations specifi-cally in Brazil, I do not think the French state tries to influence much of what and how we carry out our business.

L: With the Brazilian Carlos Ghosn as Renault’s CEO, do you see any Brazilian influences within the company?

JFM: I do not think we influence Renault because Carlos Ghosn is Brazilian – at least no real influences I could put my finger on. On the other hand, as Brazil is the most important market for Renault after France,

nowadays, we started having the opportu-nity to be heard and the company is very interested on all Brazilian matters.

L: If you would be a lawmaker within the automotive sector for one day, what law would you change?

JFM: In Brazil the relation between car manufacturers and the car dealers deserve a clarification. At the same time, the con-sumer protection regulations can be im-proved. All things considered, it is the fis-cal legal system that is the most important issue the Congress must simplify.

L: What would be your best advice for a freshly appointed General Counsel?

JFM: I consider ensuring the rigor on the legal analysis that he/she and the legal team offer is the most important concern for all freshly appointed General Counsel. Secondly, I would say that the way to suc-ceed on big cases is to pay attention to the small details. The General Counsel should encourage his/her team to really know the details of the business and the situation at hand and not only the legal procedures in-volved.

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Wolfgang Lehr, Regional General Counsel Belron,CARGLASS - Germany

L: Let’s start with a bit of background information about you. Could you de-scribe our readers your career path leading up to your current role?

WL: I worked 6 years in the Legal Depart-ment of Mitsui, one of the largest Japanese multi-national companies, mainly in Düs-seldorf and partly in Tokyo. Thereafter, I was appointed as the Head of the Legal & Insurance Department of FUCHS Petrol-ub AG, the worldwide leading company for automotive and industrial lubricants, listed on the Zurich and Stuttgart stock exchange. In 2001, I joined the Carglass/Autoglass Group as the Regional General

Counsel - Continental Europe, Asia & Lat-in America. Our Group is the worldwide leader in the business of repair and replace-ment of vehicle glass operating in 35 coun-tries with 25,000 employees and generat-ing annual sales of EUR 2.6 Billion.

L: How would you describe your role as a GC to our readers?

WL: I am responsible for a team of 15 in-house lawyers located in different coun-tries, who support the legal function. I advise Management Teams in the different countries on major strategic decisions, en-sure compliance and negotiate M&A deals

Ed 1 Vol 3 2013 Ed 1 Vol 3 2013The Private Practice Strip

CZECH REPUBLIC

CMS Cameron Mckenna Advising Neturen

Advising Neturen, a Japanese company man-ufacturing compornents for the automotive industry, on greenfield development in the Triangle industrial park located in Ústí nad Labem.

DLA Piper DLA Piper supported VIG in the ac-quisition of prime office building in Prague.

VIG FUND uzavrený investicní fond, a.s., member of Vienna Insurance Group, ac-quired from Austrian IMMOFINANZ Group the BB Centrum Building C, a prime office property in Prague.

DLA Piper advised VIG Group on all legal aspects of the acquisition, including due dili-gence, transaction documentation and clos-ing issues.

Page 6: On the GC Grapevine - Volume 3 - Edition 1

and major commercial agreements, such as co-operation agreements with insurers and Lease & Fleet companies, supply agree-ments and manage major litigations. Fur-thermore, I am responsible - on a world-wide level - for all IP rights of the Group and the legal support for the Sales & Mar-keting function.

L: Since a GC role implies a lot of man-agement duties, what best practices have you developed over time in terms of developing your in-house team?

WL: The personal development of our in-house lawyers is key, not only related to legal and technical skills, but also to emo-tional intelligence, such as coaching, team building, influencing, presentation and conflict-solving skills.

Furthermore, we offer development through secondments to other countries and law firms, individual coaching and job enlargements. Our annual 360 degree per-formance review gives excellent feedback for each in-house lawyer and is the basis for her/his further individual development plan.

L: You work as a regional General Counsel in Belron, which means that for a lot of different issues you would have to deal with the global GC or GCs for other jurisdictions. How does this rela-tionship work in a global company pre-sent all over the world? What are the main challenges that arise and how do you overcome them?

WL: In countries where our annual turno-ver is in the range of EUR 80 to 100 Mil-lion we usually have a local in-house lawyer responsible for it. In countries with lower sales we have an in-house lawyer located in another country (usually Germany, France or UK) and directly supporting it if she/he speaks the local language - we cover most European languages in our legal de-partment. Otherwise we work through a locally appointed law firm. Dealing in EU countries is usually much easier for us than dealing with Asian or Latin American juris-

dictions as you may get “surprises” in terms of the concept of the laws, legal certainty and the very long duration of litigations.

L: At the same time you work together with many partners and suppliers. How do their own policies or their different jurisdictions interfere with your own policies?

WL: Our co-operation partners are often major international and national insurers as well as multi-national Lease & Fleet com-panies listed on the stock exchange with strict compliance policies in place. Obvi-ously, if we want to be their service provid-er, we need to comply with their policies and therefore, have implemented our own strict compliance rules and regulations.

L: When it comes to choosing your part-ners and suppliers, which kind of things do you look up? Does your department participate in this decision?

WL: The selection of our partners and suppliers is done by the responsible com-mercial departments. We only interfere, if we see major risks, such as credit risks or compliance risks.

L: Whenever people think Germany, the automotive industry is one of the first ones that come to mind. What do you think has led to this success?

WL: I believe that German automotive manufacturers have a strong drive for in-novation, increase of productivity and high quality.

In terms of design they have made major improvements over the past decade and, in

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Ed 1 Vol 3 2013 Ed 1 Vol 3 2013The Private Practice Strip

CZECH REPUBLIC

Weinhold Legal Advising on Cisco Czech acquisition

Weinhold Legal advised Cognitive Security and certain selling shareholders on the mat-ters related to the sale of 100% of Cognitive Security s.r.o. to Cisco Systems, completed in February 2013. Cognitive Security s.r.o., a privately held company headquartered in Prague, provides security software that is focused on applying artificial intelligence techniques to detect advanced cyber threats.

Advising on merger of two of the three largest Czech fixed-odds bet-ting companies

Weinhold Legal provided complex legal services in connection with acquisition of Chance, #3 Czech lottery company involved in fixed-odds betting, by Tipsport, #1 Czech lottery company involved in fixed-odds bet-ting.

The acquisition was realised through a pur-chase of shares combined with a corporate de-merger (spin-off).

Advising the largest banks on im-plementation of new Czech civil legislation

Weinhold Legal has been selected to carry out a comprehensive implementation pro-cess of the brand new civil legislation (new Civil Code and other laws substituting more than 200 current laws - effective 2014) into the whole contractual documentation of sev-eral financial institutions.

These included one of the three largest banks, a leading mortgage bank, a leading construction savings bank, and several other institutions.

“Dealing in EU countries is usually much easier for us than dealing with Asian or Latin American jurisdictions as you may get surprises”

Page 7: On the GC Grapevine - Volume 3 - Edition 1

my opinion, have now great models on the market.

L: What drew you towards this sector?

WL: After-market service in the auto-motive industry is a fascinating sector. I personally love cars. There are constantly new developments relating to vehicle glass, e.g. new electronic features, new designs, models and shapes. Also, the range of legal challenges in this sector is exciting for me.

L: Belron is a partner of the main global insurance companies around the world. Could you briefly describe the nature and drive of the partnership?

WL: We co-operate with most multi-national and national insurers in various countries. We support insurers in their claims handling, have established effi-cient processes, such as electronic insur-ance verification and billing and render an excellent service to their policyholders through 24/7 service, mobile repair, direct billing to the insurer and a life long work guarantee in many countries. If the insurer recommends a high quality service partner, like Carglass®, the policyholder is likely to be satisfied with the handling of her/his claim and, as our market research shows, the probability of renewing his insurance policy increases.

L: How do you manage the VGRR (Vehicle Glass Repair and Replace-ment) brands? To what extent are you involved in ensuring compliance with your operational standards?

WL: Our trademarks are globally man-aged by my team member in Zug, Switzer-land. All registrations, oppositions, renew-als and litigations are initiated from our Zug office in co-operation with the respec-tive business unit. Regarding operational issues we are responsible to ensure com-pliance with the law and technical norms.

However, the determination of the level of operational standards is the responsibility of our Operation Department.

L: Belron started developing a fran-chise strategy for development in 2000, primarily using its Carglass® brand. What kind of impact does such a strat-egy have on your department?

WL: We are responsible for the negotiation and conclusion of all franchise agreements. The franchise business is primarily a strat-egy for countries where the insurance rate against glass breakage is very low or where we see high market risks. Our franchise business is mainly in Eastern European countries and Chile. If a franchise country is developing very well and the business has reached a certain size we aim to acquire such business from our franchise partner and the related M&A work will also be handled in my department.

L: What do you foresee will be the up-coming pieces of legislation that will impact (either positively or negatively) your company the most in the near fu-ture?

WL: For me, the most important piece of legislation is the implementation in the EU design regulation of the “repair clause” which will protect free competition in the after-market. The “repair clause” is imple-mented already in the majority of the EU countries, but unfortunately not yet on a pan-European level.

According to the “repair clause” car manu-facturers can exercise their design rights relating to visible body parts for new cars, but not for the purpose of repairing or replacing a visible body part. This ensures free competition in the after-market and, as a consequence thereof, lower prices for the benefit of consumers and insurers.

L: What is the best advice you ever re-ceived?

WL: If you do a job, do it with all your heart and passion!

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“ If you do a job, do it with all your heart and passion!”

The Private Practice Strip

HUNGARY

DLA Piper Advising on a wide range of legal issues

Providing full range of legal services to AWC Industries / Wild Manufacturing Group Ltd., a manufacturer of automotive parts. Our services include advice on manu-facturing and supply agreements, employ-ment related issues (including employment litigation), health and safety issues, advice in connection with public utilities as real estate matters.

Advising Magna Car

DLA Piper in Hungary is advising Magna Car Top System GmbH in Hungary in relation to a joint venture with the Parat Group to pro-duce cabrio car top systems.

Magna is the most diversified automotive supplier in the world.

Advising a key player in the automotive industry on legal and compliance issue related to data transfers

DLA Piper in Hungary is advising one of the leading players in the automobile and motorcycle industry in connection with a significant data protection project where, due to a restructuring within the global op-erations of the client, the data basis of local operations were centralized, raising several legal and compliance issues in respect of data transfers.

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L: So that our readers get to know you, please tell us about your legal career leading up to you joining Audi?

LH: I started at a law firm that was associ-ated with one of the Big 4. After a while I joined Squire Sanders in Budapest. From there, I was sent on a secondment for Audi following which, in 2004, I joined the company as an in-house counsel.

L: When you first joined, what was your induction process like? How did you fa-miliarize yourself with the company?

LH: One of the first steps was to learn about the production side - the core busi-ness of the company. I even spent a few days on the ‘shop floor’ in the manufactur-ing plant. This was crucial since it allowed me to really understand the quality factors in the field of engine manufacturing and as-sembling cars. It also instated a real passion about what we do as a company.

Naturally, to become familiar with such a huge company is a longer process, and re-quires continuous learning .

L: Tell us a bit about your current role. What are the main aspects of your job?

LH: I would say the nature of my role has changed quite a bit since I’ve joined Audi in 2004. At the time there was only a one-

man legal function (by plan). Over time, we could prove for the management that having an own legal department is a very effective way of dealing with the legal is-sues of the company. As a consequence we incrementally increased the in-house team. At the moment, my team comprises of 6 lawyers.

This means that at the moment, my main focus is on providing strategic legal advice to the business. At the same time, I act as the compliance officer of the company and, of course, I need to keep up with my mana-gerial responsibilities. As the team grew, I found myself focused more and more on the latter however, since the team is not so big yet, I still have the opportunity to in-volve myself in daily legal matters.

L: You mentioned strategic legal advice. What are the main boxes a GC needs to check before board members trust him or her?

LH: Regarding the strategy-focused aspect of my role, I would say that it is crucial to learn the business. Volkswagen and Audi have their own internal rules and ‘logic’ - given their size - which you must un-derstand in order to implement any type of strategic change. Once you have done that, you will be able to adapt your way of providing advice to the company’s real ex-pectations.

At the same time, working in-house also means the need to be quick. You no longer have the luxury of having weeks to analyze a specific issue. As long as you always con-centrate on how to facilitate solutions with risk minimalization, you will definitely be appreciated.

Of course, this implies a specific set of skills. One needs to look for the core le-gal issue and concentrate on that without getting distracted. Communication is also crucial. We need to get to the point. As a lawyer, moving in-house means having to (re-)learn how to communicate simply and provide clear answers.

Since communication is a two way street, I also had to adapt to the lingo used by our specialists in the core functions. Technical-ly oriented people tend to express them-selves quite short and quick meaning that you need to catch every word. In order to do that you have to learn this language: “EOP & SOP” - end of production & start of production - or “ZP8” - the last point in the production of a car are just examples of the terms that are specific for the automo-tive industry.

L: Audi does not cover only production in Hungary but R&D as well. How do you handle such a broad set of activities that need legal advice?

LH: Indeed, the operations here are quite varied. The plant in Gyor was until recent-ly foremost an engine production plant (it builds engines for the whole Audi and Volk-swagen group).

At the same time, we cover car production, a tool shop, engines and car development as well as other supporting functions and shared services for the group.

It is quite a challenge. From my perspec-tive, the factors that contribute most to our success is having a small team of quali-fied and motivated professionals combined with a very close relationship with the cen-tral legal department of the Audi AG and other group companies. We also work to-gether with external law firms, of course.

L: Since you mentioned your in-house team, do you tend to specialize your

Dr. Laura Háray-Takács, General Counsel and Head of Compliance, Audi - Hungary

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“ Volkswagen and Audi have their own internal rules and ‘logic’ - given their size”

Page 9: On the GC Grapevine - Volume 3 - Edition 1

team members on one area/focus or ro-tate them to develop them all-around?

LH: I generally opt for a mix of the two. In Hungary, after graduation lawyers need to gain experience for about 3 years prior to obtaining their Bar qualification. During this period, I tend to rotate them to gain exposure to as many areas and relevant le-gal fields as possible. Following their quali-fication I tend to specialize them based on both their preferences as well as their strengths.

L: Many GCs in Hungary talk about an ever-changing regulatory climate. How do you keep up with the regulatory changes?

LH: There are a number of elements that plug into this. Of course, we, the legal team, make an active effort in staying ap-prised of upcoming changes. At the same time, we share this responsibility with the various specialized departments (such as Environment, HR, and so on). We discuss with them updates and if issues arise, we help out by clarifying them. To their credit, the other departments are generally very proactive on this. This is crucial since, at the end of the day, they will implement these updates and are the ones that under-stand the operational implications of any new piece of legislation.

At the same time, external law firms are quite proactive on announcing changes

with great impact such as in the case of the new labor code coming into force in Hun-gary. Last but not least, because of our size, the government tends to include us in the discussions prior to passing pieces of leg-islation.

L: Audi recently “cut the ribbon” on a new plant in Gyor. What were the rami-fications for your legal team?

LH: Indeed, in 2010 Audi decided to build a new car production plant in Gyor. The investment of EUR 900 Million involved a “full depth car manufacturing” plant, which is able to cover all stages of production (everything from chases through painting and assembly). Altogether, it meant adding

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Legalis

The GC Grapevine is powered by Legalis Global, the premier legal recruitment firm in Central Eastern Europe.

Page 10: On the GC Grapevine - Volume 3 - Edition 1

2,100 new employees on the payroll bring-ing the size of our Gyor operations to a to-tal of more than 9,000 employees.

As you can imagine, this represented quite a challenge for us in the legal department. What was great was having the chance to be involved very early on, from the stage of negotiations with the Hungarian Govern-ment and local officials. At the same time, one of our colleagues was in Germany for a full year to provide advice on Hungar-ian law as a part of the legal project team managed by a German lawyer. Legal advice was necessary primarily in the areas such as construction law, real estate law and fi-nancial investment law, environmental law to name a few. This meant a considerable volume increase of legal matters flooding us at the same time.

After 3 years of hard work of Hungarian and German colleagues, the new plant is ready to start the production. The official “SOP” is the 12th of June.

L: Since you mentioned volume, I assume you had to outsource quite a bit of legal work during this investment. What are the criteria that you usually outsource such work on?

LH: In general, I look for the level of expe-rience. At the same time, we need support in German language quite often, a skill set that is not always there. One other element that we look at is how fast they can deliver. Since German coverage is a strong need for us we also look at their associated firms in the German market. Of course, we also look at references, rankings and, not least, budget implications. On this particular in-vestment, it was important for us to have someone with experience doing something of this magnitude.

L: You have been with Audi for almost 10 years. What has been the secret of your tenure?

LH: Well, during my secondment I had the opportunity to learn about the company from a unique perspective. Even as an ex-

ternal counsel, I learned about the people who worked at Audi, the corporate spirit and, not least, about the products. I will say, the latter is a rather emotional element for me. It is great to be able to see the end results of your work in a tangible product that you can be proud of.

As to why I have been with Audi for this long, I guess there are two aspects. Peo-ple here are wonderful to work with. They are open-minded, focused on targets, and always full of new and exciting initiatives. At the same time, on the legal side, I have to deal with a very wide range of aspects, which has always kept my job challenging and interesting for me.

For example, I never thought that I’d be in-volved in M&A at Audi Hungary. Last year, we had an acquisition involving “Gyor-Pér Airport”. It was an interesting experience since it is something very different than what we did before – both in terms of the industry focus and M&A altogether.

L: Audi is quite active in the country’s life-cycle. This must also be quite re-warding.

LH: Indeed, for example Audi recently established a German-Hungarian school in Gyor and we are now in the process of enlarging this school. We have a vocational training program as well. We are also in-volved with the universities both by having different members of staff as guest lectur-ers as well as being involved in various fac-ulties (even as a form of establishing new ‘Audi’ faculties) of the University in Gyor and in Budapest and in R&D activities. Audi is committed to this part of the coun-try and takes its corporate social responsi-bility initiatives very seriously.

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Ed 1 Vol 3 2013 Ed 1 Vol 3 2013The Private Practice Strip

ROMANIA

Dentons (Formerly Salans) Advising German auto parts suppli-er Continental Aktiengesellschaft

Salans Bucharest advised German auto parts supplier Continental Aktiengesellschaft in the context of a senior secured notes issu-ance by a US subsidiary having an aggregate value of 950 million USD. The project in-volved Salans teams from Bucharest, Bratis-lava, Budapest, Madrid, Prague and Warsaw, who acted as local counsel to Continental in their jurisdictions.

Raiffeisen Bank financing of shop-ping mall

Salans Bucharest advised Raiffeisen Bank International AG and Raiffeisen Bank SA on cross-border EUR 30 Million financing for the development of a shopping mall in Ploi-esti (developed by AFI Europe)

Advising on wind farm acquisition

Salans Bucharest advised The Marguerite Fund and EnerCap Power Fund in their ac-quisition of 50% and 30% respective stakes in an 80 MW wind farm located in South-East Romania from Cyprus-based developer EP Global Energy, which remains a 20% shareholder. The transaction marks the first investment in Romania for either The Mar-guerite Fund or EnerCap Power Fund.

Advising GDF SUEZ in acquisition

Salans Bucharest advised GDF SUEZ Energy Romania on taking over a 50 MW wind farm located in eastern Romania from a local de-veloper.

“It is great to be able to see the end results of your work in a tangible product that you can be proud of. ”

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L: Just to offer a bit of background for our readers, can you please outline your career path leading to your current role?

MB: I joined Daimler in April, 2008 as the Head of the Litigation department and, after 4 years, I was appointed Gen-eral Counsel & Secretary Mexico. In my new position, I lead the legal department in providing legal support and direction to the company’s subsidiaries located in Mex-ico. I represent the companies before third parties in contracts, agreements, negotia-tions and disputes and provide legal advice to the companies’ management groups including corporate governance, compli-ance and strategic issues, and day-to-day decisions that may affect the company’s business. I also act as secretary of the Board of Managers and Board of Managers’ com-mittees.

Prior to joining Daimler, between 2005-2008, I worked for a tax and foreign trade law firm and from 2001-2005 in a National Development Bank, providing legal and financial advice to all the bank’s depart-ments.

I hold a Bachelor degree from Universidad Nacional Autónoma de México and a Mas-ter degree in Business Law from Colegio de Abogados de Madrid. I also have two Posgraduate degrees in Financial Law & International Trade from Universidad Pa-namericana.

L: How does your usual work day look like? What takes up most of your time?

MB: My daily work is divided in two main-ly tasks, one includes all the internal meet-ings, boards, and committees, where the new projects and the objectives are defined and the other one is making them happen. I work closely with my team to get the projects, the agreements, the negotiations, and deals done.

In legal, we also dedicate part of our time to internal training sessions regarding any legal matter that could help the company to comply with the legal requirements and internal processes.

L: Can you describe for our readers how you designed your in-house team?

MB: In Mexico, the legal department provides services to all the business units (Trucks / Buses / Vans / Passenger Cars/Holding Company). We are a team of 6 lawyers and one Administrative assistant. Aside from myself, there are 4 manag-ers: (1) a Litigation Manager, who han-dles all litigations for the entire group; (2) a Corporate & Finance Manager, who is in charge of all corporate matters such as power of attorney and most of the legal work related to the holding company; (3) a Commercial Manager, responsible with handling the plants, suppliers, and the dis-tribution and dealers network in Mexico; and (4) a Legal Regulatory manager, who coordinates all our regulatory affairs. The sixth (junior) lawyer and the Administra-tive Assistant support them all.

L: As a general philosophy, do you be-lieve in outsourcing as much legal work as possible or building a large in-house team?

MB: In a company like Daimler both are needed. I believe in building a large in-house team, which I have, but also in out-sourcing. On one hand you need someone perfectly integrated with the business that can act quickly and bring savings to the company. People that are able to make de-cisions, that are familiar with the internal requirements and processes, therefore, building a solid and effective in-house team will improve the legal services in a compa-ny and will help the business to flow better and quicker. An internal lawyer is familiar with the core business and the company’s needs. Also, we need to balance the exper-tise and resources of the in-house counsel with the specialist skills of the external counsels. In some cases, especially in the litigation department, it is necessary to work with external firms, because of their expertise and the cost-benefit.

The key is to decide the work that should be performed in-house and the one that should be handed over to the external counsels in order to get the perfect mix for the best interest of the company and to avoid any risk.

L: When you do outsource to external counsels, what are the criteria you use to pick the firm you will work with?

MB: It is a delicate task to decide who your external firm will be, considering all the responsibilities implied. Our criteria include the expertise, reputation, size, re-sources, relationship, skills, costs and rates. All of the above will be taken into consid-eration in each case. We have a pool of ex-ternal firms so we assigned each case to the suitable external one that will undertake the work.

Marcela Barreiro, General Counsel & Secretary, Daimler Vehículos Comerciales - Mexico

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L: Why did you choose the automotive industry? What gets your blood flowing when you think of this industry?

MB: I choose to work in Daimler because of the marvelous company we are and the excellence of our products and brands. We have more than 10 brands such as Freight-liner for the trucks division, Mercedes-Benz for passenger cars, buses and vans, and Smart, among others. Daimler also has presence in the 5 continents in more than 200 countries with plants in more than 40 countries. Daimler invented the car and the truck 127 years ago.

What really gets to me is thinking about the importance of the transportation of goods and people, which plays a significant role throughout the world. At the same time, the automotive industry includes a wide variety of activities that challenge me every day to improve, to learn and be aware of all the new developments and technical information. In the company, we have to deal with production, wholesales, retail, maintenance of the vehicles, dealers network, among others.

L: Several Amendments to the Federal Labor Law became effective on Decem-ber 2012. What are these amendments and how will they influence automotive producers?

MB: The amendments to the Labor Law in México (“The Reform”) are extensive ac-tually and could be summed up as related to 5 main aspects - but the list is not ex-haustive:

(1) Equality: It stipulated for the prohibi-tion of work that could implicate discrimi-

nation based on ethnic background, na-tionality, gender, age, social status, health status, religion, migratory status and sex-ual preferences. In terms of gender equal-ity, it prohibits the request of certificates of non-pregnancy in order to hire women, as well as their firing for being pregnant. Furthermore, it provides women who adopt a child the right to a six-week leave with pay. Lastly, it provides paternity leave, whether it is a consequence of a birth or an adoption, for five working days with pay. Of course, most companies already adhere to such standards but the Labor Law went for 70 years without amendments so it was about time to include such aspects.

(2) Outsourcing: It regulates outsourcing as a working regime by which an employer defined as contractor executes works or renders services through employees un-der its supervision in favor of a contracting party.

The law obliges the contractor of out-sourcing to comply with the required doc-umentation necessary for its operations, its obligations before the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social) (“IMSS”), hygiene and en-vironment working conditions, among others, requiring the contracting party to supervise that the contractor renders the Outsourcing services in compliance with the Federal Labor Law (Ley Federal del Trabajo) (“FLL”).

Lastly, if certain specific conditions are not met, workers of the contractor working in the place of work of the contracting party will be considered part of the contracting party for purposes of employee profit shar-ing.

(3) It includes new types of labor agree-ments: Seasonal agreements - with the same rights and obligations of indefinite term employees; Trial agreements - to ver-ify if the hired employee has the knowledge and skills needed for the position; and, Ini-tial training agreements – under which, if the employee does not prove to have the necessary knowledge and skills needed for

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“What really gets to me is thinking about the importance of thetransportation of goods and people, which plays a significant role throughout the world. ”

The Private Practice Strip

ROMANIA

Tuca Zbârcea & Asociatii

The Romanian Authority for Priva-tisation (AVAS) closes the privatisa-tion of local automotive company with Ford Motor Co.

Tuca Zbârcea & Associatii advised AVAS in the final stage of the restructuring process under the privatisation contract concluded with Ford Motor Co. regarding the former Daewoo Automobile Craiova factory. The firm’s Mergers, Acquisitions & Privatisa-tions team, and the firm’s Tax advisory arm advised the public authority on all stages of the post-privatisation process. The transac-tion which amounted to EUR 38 Million was closed in January 2013.

Piraeus Bank Greece sells its Roma-nian Subsidiary

A multidisciplinary team of lawyers from Tuca Zbârcea & Asociatii specialising in Banking and Finance, M&A, Corporate and Commercial Law, as well as tax advisors, advised Piraeus Bank Greece on selling its Romanian subsidiary - ATE Bank Romania - to a local investor following a transaction in excess of EUR 10 Million.

Join our General Counsel dedicated group on LinkedIn

Simply search for “GCG”

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the position, employers may terminate the labor relationship without any responsibil-ity. To that effect, it will need a favorable opinion of the Joint Commission on Pro-ductivity Development and Training (Co-misión Mixta de Productividad, Capaci-tación y Adiestramiento) if it has more than 50 employees.

(4) Pay per hour: This form of payment was already included in the FLL but is now expressly regulated. The Reform prohibits that any worker earning in a workday - be it one or eight hours – be less than one mini-mum wage daily salary. Therefore, even if a worker works less than a full eight-hour workday, his/her minimum wage daily sal-ary will not be fractioned.

(5) New grounds for termination: The most interesting aspect here is that it is the first time that sexual harassment is specifi-cally regulated in labor regulations and in-cluded as grounds for termination of the labor relationship without responsibility for the employer, as long as it is proven.

L: What other legislation projects do you keep an eye out on in light of their potential impact on your industry?

MB: We are members of the Mexican As-sociations related to commercial vehicles and passenger cars and there, we are ana-lyzing the impact of the oncoming laws and regulations, and amendments to different laws.

At the moment, we are working really close with all the amendments related to the energy industry and the environment regulations (reduction of emissions/fuel savings/hybrid technology and other fu-ture technologies).

L: Recent reports from the Mexican Au-tomobile Industry Association, or AMIA, made the projection that up to 3.15 mil-lion vehicles could be produced in Mex-ico in 2013. What do you believe are the main competitive advantages that at-tract foreign producers in the country?

MB: I believe the main ones are the geo-graphic location and the quality and the lower cost of the Mexican workforce. This

is true even despite the recent FLL regula-tions. We now have new different options on how to hire. We can, for example, now hire on a project-basis, which gives us con-siderable flexibility in terms of work force. Despite general fears in the market, the law will still allow for outsourcing via third party companies. We need to change the agreements but the impact should not be as negative as painted.

L: What is the single best advice you re-ceived related to holding a GC role?

MB: I will say I received one great advice related to my team and the other to my job.

The first one was: “people will perform better if they are treated with respect and trust”, and that is how I am doing it, en-couraging my team to work with passion and enthusiasm. We try to treat each oth-er in a respectful, trustful, and dedicated manner. In other words, we are building strong relationships within the team.

The second advice was “not to take any-thing personal”. That helps me perform better, focus on my job and get things done.

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“people will perform better if they are treated with respect and trust”

Peter Mišák, Head of Legal,ŠKODA Auto - Slovakia

L: Please give our readers a bit of in-formation as to your background to get to know you better.

MP: The beginning of my career can be traced back to my childhood. I was always interested in law, because my mother used to work in court and I grew up surrounded by this environment. Although, I could not clearly imagine what this kind of job re-quires exactly it was very tempting for me.

In secondary school I already started think-ing about my career path and there were two fields that I found interesting: law and economy. I decided to study economy, but

as we also had subjects dealing with law, I still somehow felt attracted to it and knew that I would like to study law as well. As a result, I soon found myself studying two universities at the same time, which was very demanding, mainly because of the fact that universities were not around the same place and I had to travel a lot as a result.

In the end, I successfully finished both of them and had to decide my future direc-tion. It seemed to me that corporate law would be the right choice considering my educational background. As a result, I started working in a leasing company where I got the opportunity to also work

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in the automotive sector. I found it very in-teresting mainly because I am a man and I was always leaning towards cars. Therefore when after two years I was offered to work for ŠKODA AUTO, I did not hesitate for a second.

L: Your current role is that of Head of Legal for Skoda. What does this role entail for you? What are your main re-sponsibilities?

PM: Well, as you have already mentioned, it is all about responsibility since the law-yer exists to do right things and to make right decisions. My main task is to oversee if the employees and the company itself act in accordance to law. Nowadays I also use more and more of my economics back-ground, but the essential part of my work still deals with legal issues.

L: What takes up most of your time? What do you see as your biggest chal-lenge?

PM: In this very moment, we face a big amount of cases and thus the main prob-lem is to cope with all of them, as we do not have so much time. We have to be able to prioritize carefully between everything we need and not fall behind with our tasks. Our team is smaller than in the Czech Re-public, which adds to the pressure, but it consists of members of a very high profes-sional level.

Of course, when we need, we use external services and we cooperate with other law offices but even that requires my supervi-sion, which takes time.

L: Why did you choose to work for the automotive industry and why did you choose Škoda specifically?

PM: It is simply related to the fact that,

like any other young boy, cars fascinated me and I used to play with them all the time. This passion stayed with me until adulthood so when I got an opportunity to work for a company that produces cars, there was no doubt that I would take this chance. I have been working for the com-pany since 2005 and I still love it. I am also grateful that I got a chance to work a lot on the distribution side of the business, expos-ing me to more than just the legal matters related to the production of cars.

L: In 2012, Slovakia was the world’s 22nd car producer (in terms of volume). This is quite impressive for a country this small. What do you think are the main reasons for this?

PM: I think that the main driver of the suc-cess is actually the quality of the working force. Slovaks are persistent, flexible and dedicated workers. Proof of their hard work are the cars produced here which have a high level of quality - all this for a reasonable working price. Foreign inves-tors are aware of this fact, which is why investments are drawn towards to such a small country as Slovakia. Let me also point to the newest statistics, which say that Slo-vakia is already on the first place concern-ing the production of cars per capita.

A very good example is the VW factory, that produces not only high class vehicles such as Porsche Cayenne, VW Touareg but also our smallest vehicle, new to the ŠKODA family, the ŠKODA Citigo. The factory has been present in Slovakia for 20 years and is very successful, reason for which we can still see investments made towards its growth. This wouldn’t be pos-sible without the qualified workers.

L: Do legislative bodies encourage the development of this industry? How so?

PM: Yes, for sure. There are many op-portunities where producers can invest. Slovakia definitely has great conditions for investment and it attracts many investors. We do not know how it is going to be in the future, but at the moment, the conditions

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“the main driver of the success is actually the quality of the working force”

The Private Practice Strip

SLOVAKIA

Cechova & Partners Advising a national automobile wholesaler and distributor

Cechova & Partners has been assisting a na-tional wholesaler and distributor of one of the largest automobile manufacturers on various competition and compliance matters and vertical distribution contracts with deal-ers and service providers.

Advising a Swedish leading manu-facturer of heavy trucks and buses

Cechova & Partners advised a Swedish com-pany, one of the world’s leading manufactur-ers of heavy trucks and buses, on its recent reorganisation in Slovakia.

The team provided legal assistance in the process of restructuring of real estate, reor-ganisation of businesses in Slovakia and also related corporate changes in its local subsidi-aries.

Ružicka Csekes

Advising the Ministry of Transport, Construction and Regional Devel-opment on motorway project

Ružicka Csekes in association with members of CMS advised the Ministry of Transport, Construction and Regional Development on the preparation of a project outline for the D4/R7 PPP motorway project consisting of the bypass of Bratislava and the express road connecting the capital with south-eastern parts of its metropolitan area. The project is likely to be in the region of EUR 2 Billion in capital costs.

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are perfect. Slovakia always knew how to persuade investors to entrust their business into the market. Regardless of the type of Government, there have always been con-ditions in place which encouraged the de-velopment of this industry.

L: What do you foresee, if any, are the main legislative projects that will im-pact your business?

PM: As you can imagine, production rules are very important. What we can already see is a propagation of a growing trend in the EU - the so-called “green line” or “downsizing” trend, where, by decreasing the engine volume, we decrease emissions.

Cars should be more environmentally friendly and the Government might step in stronger towards this end. Nowadays every model of ŠKODA can be bought in this green line version, so the customers

wishing to protect the environment and to reduce their ecological footprint are sat-isfied. Hopefully, this trend will continue along with the further development of al-ternative fuel engines.

L: Skoda is currently number 1 in terms of market share in Slovakia. What do you believe where the main elements contributing to its success?

PM: ŠKODA has a long-standing in the country as the number one market share owner. It is connected with the fact that it has the biggest dealer network and the biggest network of services. I would go so far as to say that it is the fate of this brand, given the fact that we come from the same one state, where the ŠKODA brand was, and still is perceived as a home-made prod-uct and the people are proud to own the car produced in their country. Historically, in the communist time, it was the only

brand of car people could own further en-trenching the brand in the market. Nowa-days, there are a lot of competitors, but people still have a great deal of confidence in ŠKODA cars.

We still try to invest more and more mon-ey to keep up the highest technological standards. You can observe all these efforts on our last model of the ŠKODA Octavia, which has high technical standards, but is still affordable for the middle class. People appreciate value for money.

Indeed, it is a serious commitment to sus-tain such a high market share - we have a 22% market share, which is not common in EU countries, where market leaders normally account for around 10% to 15%. These statistics express the number of sold cars, which I am proud in believing is mainly the result of the professional team of colleagues in Slovakia.

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GCG’s Budaors General Counsel Coffee Club One of the GC Grapevine’s editors, Orsolya Endrefi will be hosting the forth edition of this exclusive gathering of top GCs in Hungary. In tune with our prom-ise to create a GC community, these pe-riodical meetings are meant to exchange ideas and best practices, discuss trends in the legal industry, and dissect recent regu-latory developments.

If you would like to learn more, please contact Orsolya Endrefi:+36 20 458 [email protected]

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L: First of all, let’s start with a bit of background information for our read-ers. Could you describe your career path leading up to your current role?

SS: First of all, I would like to share my ed-ucational background with you: I graduat-ed from Ankara University School of Law. I received a master degree from Bahcesehir University, Private Law and nowadays I am undertaking my PhD studies at Istanbul University on Environmental Law.

I had ten years’ experience in the infor-mation technologies sector in Meteksan Sistem Co., the group of Bilkent Holding. In addition to the regular legal tasks, I was involved in many projects such as merger & acquisitions, spin-offs, corporate turna-round restructuring projects, IPOs, vari-ous energy projects including HEP Projects and due diligence issues in this company. The main activity of Meteksan Sistem re-volved around public tenders & projects, such as the MERNIS Project, AFIS Project, and all similar major procurements within e-government projects. After Meteksan Sistem, I worked for another company, “ProgeLighting”. In 2011, I started to work for Borusan Otomotiv. I have been work-ing in the Automotive Industry for a pe-riod of two years. I started to my carrier as a “Contracts Manager” and now I have

been working as the “Manager of the Legal Affairs” of Borusan Otomotiv Companies who is the importer of BMW, MINI, Land Rover and Aston Martin brands in the ter-ritory of Turkey. As you can seem through-out my career, I preferred to work as an in-house counsel.

L: Prior to your role at Borusan Oto-motiv you worked at Progelighting and Meteksan Sistem, what do you find to be the similarities between working in such companies specialized in turn-key projects to the exclusive BMW dealer in Turkey?

SS: Actually, there are more differences rather than similarities between the com-panies. Progelighting and Meteksan Sistem were wholesalers and managing turn-key projects all over the world. In spite of a few customers, there were large-scale pro-jects amounting to millions of Euros. In other words, when I started to work with Borusan Otomotiv, I have transferred from “B to B” to “B to C”. At the beginning, the dynamics of the retail sector were quite different to me such as the way of doing business and the volume of the daily legal work. I am now responsible for four com-panies, two of them Importer Companies, one of them is the Retail Company operat-ing with its branches, and the other one is a “rent a car” company newly established.

All of the companies that I have worked for are corporate and in these companies the tasks have all the time an urgency and criti-cal element to them. Moreover, because I like to be involved in legal issues, working for these four companies is very enjoyable and satisfactory to me. But, the most at-tractive thing for me is the fact that there are well-known brands in Borusan Otomo-tiv, which you can feel and you can touch. As an importer of BMW, Land Rover and Aston Martin brands, Borusan Otomotiv is a “colorful” company along with the well-known brands.

L: How would you describe your current role for our readers (eg, responsibilities, size of team, structure)?

SS: We are an in-house legal unit serving all automotive companies of the group and reporting to the CFO. My primary task is to manage the Legal Affairs Team. There are five people in our team and we are respon-sible for all legal matters of the Automotive Group, such as Corporate Governance, Compliance, Contracts, and Correspond-ences with dealers and authorized services network for each brand and these issues are mainly related with Commercial Law, Competition Law, IPR including Trade-marks & Patents, Real Estate Law, Labor Law and etc. One of the most important roles of our team is the coordination of the law firms and Patent Bureaus for the out-sourced legal proceedings of the Compa-nies. We actually prefer to out-source the litigation works and some specific legal is-sues to the appointed law firms.

L: What would you say it the most chal-lenging part of your job?

SS: Well, the business is very fast; on the other hand the nature of the legal practices is slow as it is known. For this reason, you have to set up a balance between business and legal issues in order to establish “a se-cure and successful work”. It is a basic rule in all industries that you have to see the “whole picture”. As an in-house legal pro-fessional, because of the speed of the busi-ness units, there is always a time-pressure on you and you deeply feel the risk of it. In order to eliminate the risk, you have to establish a legal structure. When you feel that your company has a considerable safe-ty margin towards this risk, it is the most beautiful ‘picture’ for an in-house legal professional. You then take a deep breath, relax and do your business with pleasure.

L: You mentioned to us that competition is a big challenge in Turkey for your in-

Selale Orkide Serengil, Legal Affairs Manager,Borusan Otomotiv Companies - Turkey

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dustry. Why is that so?

SS: Competition is indeed a very impor-tant issue in our market and also it is in-creasing day by day. In this competitive market, the prices and the variety of vehi-cles, the quality of sales and after-sales ser-vices have a great importance. Particularly, in the premium segment, sales are deter-mined by customer preferences. As a result of this, factors like product development, the model creation and styling are becom-ing more important.

In this manner, “creating high performance at low engine” is the most popular solution considering the tax policy of the country. The R&D expenditures go up as a result and a large part of these expenditures are spent on “safety, comfort, lightness and fuel economy” in line with the needs of custom-ers. Expenditures in this direction raise our costs and reduce our profit margins along with the tax burdens on the vehicles.

Moreover, in such a market, “Customer Satisfaction” is the most important issue in terms of existing and potential customers considering the long economic life-cycle of our products. For customer’s satisfac-tion - in order to make a “difference” in this competitive market - it is really necessary to have the large product range demanded by the market. At the same time, you need to ensure that the quality of the products are complemented by the quality of your sales function and after-sales services.

L: With a slower growing Turkish econ-omy, how do you see the automotive in-dustry’s future in the country?

SS: In Turkey, just like all over the world, the automotive industry is one of the most important and growing sectors. It brings an important amount of income to the na-tional economy. If the relevant authorities will take the necessary policies and meas-ures (such as balancing the tax burdens), it will likely continue to contribute to our national economy in the short-term pe-riod.

L: A new legislation will likely be en-acted in Turkey according to which car manufactures may only produce cars in Turkey if they get permission from the government. How do you think that this will influence the national car market?

SS: Well, recently there is some news re-garding this “Automotive Legislation”. However, there is no “Draft Code” released or declared by the authorities yet. For this reason it is really early to talk about it. When we get the Draft Code and have a chance to review its provisions, then it will be possible to comment on it in detail. As a matter of fact, this kind of a code presum-ably regulates all the activities in our sec-tor, thereby this code may be a significant step for the industry.

L: At the same time, new legislation will impose limitations on importing a car. What are these limitations and how will they affect your business?

SS: As I mentioned before, we don’t have the Draft Code yet, so we don’t know what is going to be the limitations of the vehicle importation. In our company, Borusan, our main business is “importing vehicles”. For sure our business is going to be affected by the new regulation.

However, we believe that the rules con-cerning the importation will be posi-tive for the importers who conduct their business in a professional manner. As it is known, during the last ten years, lots of new legislations are entered into force in our country and companies have simply adapted to them. Eventually, each legisla-tion has a separate implementation process and requires a time for companies to adapt.

The new Turkish Commercial Code is such an example which recently came into force in 2012 and which regulates the entire commercial activities and the corporate life in the country. We are very sure that as Borusan Otomotiv, we can easily adapt to the new rules of the Automotive Legisla-tion whenever they are taken.

L: If you could give one advice to a freshly appointed General Counsel, what would it be?

SS: Well, my first advice to the newly ap-pointed General Counsel is: be close to the “business”. After that - once you truly understand your company and its needs, make sure you set up a well-equipped legal team including external partners.

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SLOVAKIA

Ružicka Csekes

Advising on steel producer interest sale

Ružicka Csekes in association with members of CMS is advising U.S. Steel, the interna-tional steel giant, on the sale of its interest in the leading Slovak steel producer which is one of the largest employers in the Slovakia.

UKRAINE

Gide Loyrette Nouel

Acquisition of retail networks in Eastern Europe by the world’s lead-ing retail operator Auchan Group

GLN services in Ukraine in the acquisition are comprised of due diligence of the tar-gets, structuring of the transaction, advice on real estate and competition matters, as well as obtaining a merger approval from the Antimonopoly Committee of Ukraine.

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José Ángel Gutiérrez, HR Director, Daimler - Mexico

HR Corner

Who better to hire a General Counsel than one who has been in the same shoes? While interviewing Ms Barreiro, the GCG editorial team learned that the current HR Director was the previous holder of the GC role within Daimler Mexico. It was the perfect opportunity to ask the HR function (who used to wear a GC hat) how they see the role of a GC within a company and what they look for when hiring one.

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L: First of all, tell us a bit about yourself and your background.

JG: I am a Mexican-licensed lawyer with an LL.M. from the University of Pennsylvania in the US. Prior to the Human Resources re-sponsibility for Daimler Trucks Mexico, I’ve held both private practice and in-house posi-tions more in the transactional arena.

L: Prior to taking on the role of Human Resources Director, you worked at the General Counsel within the same company. Why did you decide to switch to the HR function?

JG: That is right. My decision came as a result of an interest to grow in Daimler Trucks and the Human Resources position meant a leadership position and opened a career path for me within the senior manage-ment of the company.

L: How does, if at all, your legal training help you in your current role?

JG: To a great extent. Particularly in labor and collec-tive bargaining matters. In addition, my legal training has been extremely useful in adapting recruiting prac-tices and policies pursuant to Mexico’s new legislation on data protection as well as the recent federal labor law amendments addressing non-discrimination, har-assment and mobbing.

L: What did you find to be the most challenging as-pect of switching functions?

JG: For sure the most challenging part was digesting that I was no longer the go-to person when it comes to legal matters.

I have to admit that in many instances I had to almost bite my tongue to avoid asking the question that would necessarily render a legal answer or to provide advice from the legal stand point whether at a board meeting or at a staff or internal client meeting.

L: In our conversation prior to this interview you mentioned that your first big project in the new function was to find a new General Counsel. How did you go about sourcing candidates to replace you?

JG: In the case of Daimler Trucks Mexico we had a very strong internal candidate that eventually took over my old job. However, she did compete against external candidates, which we sorted from a job posting that we did on LinkedIn as well as some Mexico local job searching websites.

L: What did you look for when hiring a new General Counsel?

JG: As with any other senior management position, in this case my assignment was to find the person that best met the job description, particularly with respect to the main competencies described for a big job like that.

Basically we were looking for a talented leader that was results-oriented, strategic yet payed attention to details. Needless to say that any candidate would be expected to have excellent presentation skills in both the Spanish and the English languages and be a lawyer licensed in Mexico and preferably with post graduate training.

L: Did you tend to look more at his/her hard-skills and knowledge or soft skills? Do you prefer to hire lawyers that are specialized in the automotive sec-tor?

JG: As you can reckon from my answer to the previ-ous question, we were looking for a balance on legal knowledge and experience yet the leadership behaviors played and important part as these behaviors are the back bone of Daimler Truck Mexico’s culture. We did not make a particular emphasis on prior specialty in the automotive sector.

L: Was this recruitment different from any other le-gal roles you hired for within the company? How so?

JG: Absolutely, based on the nature of the job as a lead-ership position and the importance to develop the di-rect reports that are under the GC. It represented a far more nuanced search for the right person as the num-ber of traits, knowledge, and skills we had to find in one person made it quite a challenge.

L: How do you coordinate with the current General Counsel when it comes to hiring legal personnel?

JG: We provide advice in coining the job descriptions based on the needed competencies of the position at stake, source qualified candidates and support the re-cruiting process with competency-based interviews and assessments if required.

We can also offer the support of an executive search firm if the nature of the position that is being sought so requires.

L: As part of your daily operations, you must come across a wide range of labor law issues. Do you de-fer to your legal colleagues on such matters or do you prefer to employ your own legal expertise? Why?

JG: This is a very good question. It really depends on the nature of the labor issue. Generally, all litigation or threatened litigation or labor-related contingencies are reserved to the legal department not only because they are within their area of responsibility but also because they are the best qualified to determine the scope and size of a provision if any.

For other legal issues, whether individual or collective in nature, I can make decisions within the scope of my responsibilities and usually take advantage of my legal background.

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Please, just talk to me!By Luciana Gualda - Legal Affairs Director - Ache Laboratorios - Brazil

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My path to becoming a General Counsel started when I was a legal trainee in a Ger-man chemical company so long ago that I refuse to identify it.

Being part of the Latin American intellec-tual property team, I had the opportunity to interact with law firms from all over the region and I found it remarkably interest-ing - from paying attention to the differ-ent time zones for conference calls to the grace of sometimes communicating with my colleagues in my family language (all from Spain), instead of the democratically automatic English.

At that time, I had no idea that one day I would face a slight, but tricky to kill, head-ache due to the very same global and easy communication.

Now that I have a GC badge, when work-ing for a multinational company I have to deal with our corporate headquarters, with the international law firms, and, in addition to that, with the Brazilian based global law firms, which do render us im-peccable work. There is one thing that

makes me complain: their own interaction with my headquarters.

At this point this may seem a bit of ‘jeal-ousy’ so I will try to explain that it is not the case. Such direct communication may make our daily load a little lighter. It can also help us with budget issues, consider-ing that some of the locally incurred fees may be shared with a merciful boss out there. However, some of my experiences were not exactly good.

I have seen some Brazilian firms pitching our headquarters to offer services that the local GC (myself!) didn’t even know were necessary. I also have been in situa-tions where I had to explain why have I not ‘talked of these before’. These could mean bad news to which I was still trying to find a solution before reporting or good ones that I was putting the whole local team on the same page before the outer communi-cation.

It could be just a matter of pro-activity but, at the end, it seemed as if the firms were going out of their way to give the impres-sion that outside counsels have the capac-ity of being much faster than the in-house ones, with the purpose of appearing effi-cient enough to have a safe-conduct for the whole company.

Of course this is the exception and not the rule. Most of my outside colleagues were always too elegant to deliberately by-pass any GC. The intention here is to call some attention to what may happen under spe-cific circumstances when a law firm deems it more efficient towards their goals to communicate directly with ‘Corporate’. I would generally advise that such approach-es should be avoided for the sake of those who, like me, already have enough to deal with without the potential disruptions this might create.

The Private Practice Strip

UKRAINE

Gide Loyrette Nouel

Advising on Société Générale sub-sidiaries sale

GLN is advising Société Générale, a major foreign banking group, on the sale of its two subsidiaries in Ukraine comprising of a se-ries of transactions connected with the sale of the entire retail loan business of Société Générale in Ukraine, including both assets and share deals.

Advising on Astarta financing

GLN is advising the International Finance Corporation on a USD 50 Million loan to Astarta, a Ukrainian agro-industrial holding, granted for the construction of a soybean crushing and biogas facility, the expansion of agricultural land, and the purchase of infrastructure to increase production and modernise sugar production. The loan was secured by pledge over various movable and immovable assets.

Advising GMP Securities Europe on public offering

GLN is advising GMP Securities Europe, a Canadian independent investment dealer, in connection with a full public offering of its common stock, listed on the TSX Venture Exchange (Canada) by Cub Energy Inc., a Ukraine-focused upstream oil and gas com-pany, for aggregate gross proceeds of USD 15 Million.

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Competition and the connected car: Which road ahead?By Dr. Thomas Funke (Partner) - Osborne Clarke - Cologne and Brussels

Cars have long become computers on wheels. Airbags, stability systems and fuel-efficient transmissions all run on bits and bytes. While these electronic systems en-sure a comfortable ride and crash safety, they also add to the complexity of repair and servicing. The right of independent re-pair shops to connect to the electronic on-board systems is essential for their ability to provide accurate service, and to com-pete in a market often dominated by the vehicle manufacturer’s service network.

Access to data will become even more im-portant as cars are equipped to transfer information via GSM interfaces. More and more vehicles are “connected cars”, which regularly send information about their lo-cation and status to the vehicle manufac-turer’s data centre. In the event of a crash or breakdown, this technology can ensure that help reaches the motorist faster than ever. BMW even advertises remote repair services, where electronic troubles are diagnosed and resolved without even tak-ing the vehicle to a garage. These advances could give the vehicle manufacturer even greater market power in the profitable parts and servicing market: Someone who is able to predict that a new set of brake pads will be needed in four weeks’ time

can contact the customer and order the right spare parts earlier than any competi-tor.

In-vehicle data and knowledge about driv-ing patterns is also of significant value to motor insurers. In the UK, Germany, Italy, Spain and other EU member states, several insurers offer discounts to drivers willing to be tracked and showing low risk pro-files. Using telemetry data to profile in-dividual drivers is of greater interest now that EU motor insurers are no longer al-lowed to discriminate on the basis of the driver’s sex. ‘Drive like a girl - even if you are a boy - and you will get a discount’, a popular ad for telematics-based motor in-surance in the UK reads.

The legal implications are significant. Most obviously, the use of telematics to track driving patterns or the location of the vehicle requires the consent of the ve-hicle owner as privacy is paramount Data protection issues become more complex where the driver is not the owner of the car, and fleet operators need to consider employment law ramifications as well.

But will vehicle owners have a choice as to where their data is sent? Will they be able to download music or apps to their car from the provider of their choice, or will the vehicle manufacturer become a gate-keeper for telematics-based services?

The European Parliament has confirmed that consumer choice and open access are paramount, and representatives of the EU Commission have expressed support for these principles. It is yet unclear though to which extent these safeguards will be re-flected in the EU framework for “eCall”, an automated emergency call system which legislators would like to see built into all vehicles newly type-approved as of 2015. This system will only serve to send a mini-mum set of data to a public service answer-ing point in the event of a serious crash,

and to allow the public emergency services to establish a voice communication with the passengers to enquire whether help is needed. Unless there is a response that no assistance is required, an ambulance will be sent to the site of the crash. This system is expected to save some 2,500 lives in the EU each year.

The eCall system will be based on a GPS positioning device and a SIM card for wire-less communication. Components of this type could also be used for more far-reach-ing telematics services, which might dis-tort competition in the markets for repair, insurance or in-car entertainment. While some vehicle manufacturers have signalled support for an open platform, others seem to prefer a closed-shop approach.

The EU competition law framework for the motor vehicle sector highlights that all in-formation ultimately needed for servicing or repair should be available to all repair-ers, providers of roadside assistance, parts suppliers, manufacturers of diagnostic equipment and other independent opera-tors in the market. The EU type approval regulations specify that remote diagnostics information, parts identification data, fault codes, and electronic service manuals are among the data that the vehicle assembler is obliged to share. The EU block exemp-tion guidelines and a recent sector report published by the French competition au-thority emphasize that non-discriminatory access is to preserve aftermarket compe-tition. This principle should be applied to protect competition and consumer choice in the age of the connected car.

Data already drives key technology mar-kets. The automotive sector will likely fol-low this trend. According to studies, the European telematics market will grow to EUR 5 Billion by 2018. As the connected car becomes a mass phenomenon, access to in-vehicle data will become an even more important key to market success.

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Mexico’s auto-part industry: The application of the new amendments to the Federal La-bor Law for outsourcing employment schemesBy Rodrigo Rojas Robleda (Partner) and María Elena de la Fuente (Associate) - González Calvillo - Mexico

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The Mexican Auto-Part Industry

The automotive industry is a strategic commercial activity in Mexico. In terms of internal consumption and volume of ex-ports, the automotive industry is the most important export-oriented industry in the country. Mexico is the principal supplier of auto-parts for the US. Moreover, in the context of the current Mexican economic and legal environment, and considering Mexico’s privileged geographical position, low manufacturing costs, qualified work-

force and key governmental incentives, the Mexican auto-part sector is certainly poised to grow substantially.

In this context, international auto-parts producers are making major investments in Mexico. Currently, more than 1,100 auto-parts manufacturing companies oper-ate in Mexico, representing an important source of direct and indirect employment.

The auto-part industry is subject to mul-tiple laws and regulations. Among these, the Mexican Federal Labor Law (FLL), the country-wide statute that governs the individual and collective employment rela-tions in Mexico, is a key body of law that applies generally to employers, including auto-part companies, and that is of mate-rial importance for the manner in which auto-part companies, especially those es-tablished in Mexico by foreign auto-part makers, set-up and operate shop in Mex-ico.

Historic Employment Schemes: Outsourcing

Historically, most of the auto-part compa-nies in Mexico engaged employees either through directly controlled outsourcing schemes (i.e. one or more entities legally separated from their operating entities but controlled by the same corporate group), through engagement of an independent third-party outsourcing agency, or in the case of auto-part companies benefiting from maquila (IMMEX) programs - tem-porary import for assembly and transfor-mation programs offering customs and tax benefits - through “shelter” operators who

engage employees in their own name but for the benefit of the auto-part business.

These popular schemes were made with the intention of mitigating the effects of the statutory requirement for companies in Mexico (including auto-part companies) under the FLL - which mandates employ-ers to share profits with their employees (10% of the net taxable profits of the rel-evant employer for the applicable fiscal year) - by (i) isolating the assets of the busi-ness from labor contingencies; and (ii) al-locating the employees to outsourcing ve-hicles which, through services agreements with the operating companies, are able to control profits that are to be considered for employee profit sharing.

By using these outsourcing schemes, it is widely agreed that the profit-sharing and other direct labor risks were importantly diminished.

Recent Amendment to the Mexi-can Federal Labor Law

On December 2012, relevant structural and material amendments to the FLL became

“In terms of internal consumption and volume of exports, the automotive industry is the most important export-oriented indus-try in the country.”

“By using these out-sourcing schemes, it is widely agreed that the profit-sharing and other direct labor risks were important-ly diminished.”

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effective. These amendments have been the most substantial revision made to the FLL since 1970, and are a direct consequence of 2012’s fundamental amendment to the Mexican Constitution with regards to the protection of human rights, which were made under the basic premises of ensuring that every labor authority guarantees the observance and protection of human rights for employees, and updating the employ-ment relations in Mexico in accordance with the ever-changing labor market.

From a business and operational perspec-tive, the amendment to the Mexican Fed-eral Labor Law regarding the outsourcing hiring scheme results the most relevant, in particular to auto-part operations.

Among other important changes (i.e. new options and rules for individual employee engagement), the amendment sets forth that, for anyone who intends to outsource work, the following conditions shall be met: (a) the outsourced work cannot en-compass the totality of the activities, simi-lar or alike, that are performed in the rel-

evant workplace; (b) the outsourced work must be justified by its specialized charac-ter; and (c) the outsourced work cannot comprehend equal or similar activities to those performed by other employees pro-viding services at the contracting party’s workplace.

If any outsourcing scheme used by a Mexi-can business does not fulfill these require-ments, the final beneficiary of the services rendered by outsourced personnel, that is, the entity or entities operating the busi-ness and engaging the outsourcing, will be deemed direct employer and responsible for the compliance of the employment ob-ligations towards the employees, including, among others, profit sharing obligations, situation which would obviously substan-tially affect the mitigation benefits that the historic employment schemes explained before granted.

The general consensus within the Mexican labor law community is that this reform is unclear at best and it raises more questions than answers, but also that it is to be taken very seriously and on a case by case basis, as its potential impact in the manner in which businesses operate in Mexico and related costs can be substantial, particularly (but not only) in terms of profit sharing obliga-tions.

Because of the very recent application of this amendment, there are no court prec-edents or rulings, or labor authority inter-pretations, offering more light regarding the specific application of this amendment

or that would clarify its extent and cover-age.

The FLL Amendment: Concerns for the Auto-Part Industry

Specifically within the auto-part industry businesses operating in Mexico, given all of the factors described above and the fact that many of them do currently use one of the historic outsourcing schemes previ-ously explained, the reaction to the FLL amendment that the authors have noted is that while the general attitude towards this amendment has been one of “wait and see”, the concern of the eventual applica-tion of these amendments to their specific businesses have led to many auto-part busi-nesses performing a detailed legal and op-erational review of their current employee outsourcing schemes, with the intention of finding potential routes to comply with the requirements contained in the amend-ment and, ultimately, mitigating to the best possible extent the effects and costs of the amendment. Even with these changes, it is a common understanding that Mexico does clearly offer competitive advantages over many other jurisdictions, so players in the auto-part industry are keen to update their employment schemes and continue their business in Mexico.

“These amendments have been the most substantial revi-sion made to the FLL since 1970”

“The general consensus within the Mexican labor law community is that this reform is unclear at best and it raises more ques-tions than answers”

“Even with these changes, it is a common understanding that Mexico does clearly offer competitive advantages over many other juris-dictions, so players in the auto-part industry are keen to update their employment schemes and continue their busi-ness in Mexico.”

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Is sustaining the automotive industry a government priority?By Alin Chitu (Tax Partner) - Tuca Zbârcea & Asociatii Tax - Romania

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Historically, the Romanian automotive in-dustry has its roots in the early 1900s. The industry has developed on western pillars since its beginnings. The first notable joint venture was concluded around 1935, when Ford started to assemble vehicles in Roma-nia. During the communist era, Romania was one of the largest producers in the re-gion. This was due to developments based mainly on collaborations with Renault (for Dacia vehicles), Citroen (for Oltcit vehi-cles), and Man (for heavy trucks) etc.

These collaborations were brought about by Government’s efforts to develop the horizontal related industry (with certain tax and employment benefits). Also, from a financial perspective, exports generated a major capital influx, which helped the trade balance.

Although part of the automotive industry vanished during the post-communist era, two major producers have been privatized successfully - in that they continue to pro-duce vehicles more or less successfully (i.e. Dacia and Ford which continue production at facilities formerly belonging to Daewoo and Oltcit, respectively).

It is common knowledge that the growth of the automotive industry is dependent on policymakers’ decisions. Facing a diffi-cult car market (all mass producers post-ing negative growth in recent years) with no appetite for expanding production fa-cilities, plus fierce competition between countries in attracting top-tier producers and the constraints accepted upon EU ac-cession, Romanian Governments have not had much ground to provide a very en-couraging package for a potential investor.

However, over the past twelve months cer-tain measures taken by the authorities may be seen as an incentive for the local pro-ducer. It is debatable whether these actions are part of a greater plan the politicians have to develop the automotive industry, but even if they do not constitute a real in-centive, the overall consequences seem like a breath of fresh air for the local industry.

The first one is the introduction of an en-vironmental stamp tax on vehicles (Emer-gency Ordinance No. 9/2013). This comes in a raft of measures introduced with the purpose of taxing pollution related to ve-hicles. In comparison with the former tax paid upon the registration of a vehicle, the new framework reduces the tax burden on new vehicles and creates a higher burden on Euro 4 and Euro 3 (older models). This means that acquiring a new vehicle may be preferable to buying one that is three-four years old.

A second decision (which at first glance does not give producers any advantage) is the introduction of limitations on the

tax depreciation expenses related to vehi-cles. Before February 2013, there was no value limitation on the tax depreciation re-corded by legal entities. In February, any depreciation expense related to vehicles with acquisition values above EUR 16,000 (if depreciated over four years) or above EUR 24,000 (if depreciated over six years) became nondeductible for Romanian cor-porate tax purposes. These thresholds are slightly above the most expensive model manufactured by local producers. Thus, one may conclude that they are at an ad-vantage over premium car producers when a company decides to acquire a fleet.

In order to unfreeze the local market, in November 2012 the authorities unblocked the acquisition of vehicles by the public sec-tor, after a three-year period of restriction. However, certain limitations were imposed (e.g. engine capacity limited to 1,600 cm3 and value limited to EUR 18,000 including VAT). As the models made by local produc-ers meet both criteria, again they are at an advantage over premium car producers.

To conclude, the three aforementioned measures seem to be supportive towards the development of the local automotive industry. On the other hand, as local con-sumers generally prefer to buy second-hand vehicles from Western Europe, due to both low incomes and high financing costs, the local market cannot be seen as a major point of interest for producers.

Secondly, very poor infrastructure, the relatively long distance to dealer networks and outlets and basically no tax incentives available do not make Romania a very good relocation destination. The Romanian Gov-ernment should therefore seek to solve these matters before targeting major play-ers in the industry.

“certain measures [..] may be seen as an incentive for the local producer”

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The GCG CommunityJoin the exclusive networking platform for General Counsels and Partners in Emerging Markets.

Dedicated Legal GroupsJoin groups to interact with like-minded professionals or create your own.

Connect With Top LawyersConnect with your favorite authors and expand your network.

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European block exemptions in the automotive industryBy Mgr. Michal Kohn (Advocate) - Ružicka Csekes - Slovakia

The distribution system of new motor vehicles and its aftermarket (i.e. repair and supply of spare parts) operates on the basis of commer-cial and service contracts entered into between importers and members of their distribution or service networks. New members can become part of an importer’s network based on qualita-tive selection (when the importer accepts each candidate that fulfils certain objective quality criteria) or quantitative selection (when the quantitative criteria directly limit the number of distributors or repair shops, for instance by setting a maximum number of distributors or repair shops).

When drafting the contractual provisions and choosing either qualitative or quantitative cri-teria, it should be borne in mind that such prac-tices must not constitute an anti-competitive agreement (i.e. an agreement that distorts or may distort competition). Anti-competitive agreements are prohibited both under Slovak law (Section 4 et seq. of Act 136/2001 Coll. on the protection of competition) and European law (Article 101 of the Treaty on the Function-ing of the European Union), and may incur penalties amounting to 10% of a company’s an-nual turnover.

To simplify the assessment of whether certain provisions of commercial or service contracts may constitute a prohibited agreement, Euro-pean law provides block exemptions from the anti-competitive agreements prohibition. Pro-

vided a company has complied with the rules contained in such block exemptions, the con-tract that a company has concluded is not con-sidered prohibited, although it could be con-sidered as such under normal circumstances. A block exemption creates a safe harbour that guarantees that agreements that businesses have executed are not considered agreements restricting competition.

Currently, there are three block exemptions applicable to the auto industry. As of June 1, 2013, the exemptions will be downsized and their application unified.

The conditions of the block exemption for car sales and its aftermarket were previously provided in Regulation (EC) No. 1400/2002. These conditions shaped the commercial and service contracts used by importers. Having been a special block exemption in the auto in-dustry, Regulation (EC) No. 1400/2002 was abolished in 2010, and superseded by the gen-eral block exemption in Regulation (EC) No. 330/2010. In addition to general conditions, this block exemption contains specific compe-tition restrictions to which the exemption does not apply, or which cause the exemption to be withdrawn.

According to the European Commission, com-petition in the aftermarket suffers less exposure than the sales of new vehicles, where competi-tion is more intense. With regards to that, the EC adopted another “stricter” block exemption in the form of Regulation (EC) No. 461/2010, which introduces further restrictions that the parties must incorporate into their contracts, subject to complying with the conditions under Regulation (EC) No. 330/2010.

To accommodate the recent rules regulating the selling of new cars, the European Commission provided a three-year transition period ending May 31, 2013. During this period, car sales are governed by Regulation (EC) No. 1400/2002, which has since been abolished. After June 1, 2013, sales of new cars will have to follow the block exemption under Regulation (EC) No.

330/2010. In cases where commercial con-tracts or the manner of choosing business part-ners, either through qualitative or quantitative distribution criteria, have not been harmonised with Regulation (EC) No. 330/2010, this should be done as soon as possible.

No transition period has been provided to the aftermarket with respect to the new block ex-emptions in Regulation (EC) No. 330/2010 and 461/2010 - i.e. the aftermarket must be in accordance with these regulations as of June 1, 2013.

The new block exemptions alter the market share threshold for importers to benefit from the block exemption. Regulation (EC) No. 1400/2002 provided several market share thresholds allowing exemptions for importers, depending on whether the importer used quali-tative (exemption application not restricted by any market share threshold) or quantitative cri-teria (exemption applicable only if the market share did not exceed 40%) to select its part-ners.

Regulation (EC) No. 330/2010 does not pro-vide any specific market share thresholds for selection of business partners based on quali-tative or quantitative criteria, but instead pro-vides that the block exemption can apply to the primary market and the aftermarket only if the market share of each party to the agree-ment does not exceed 30% in any of the rel-evant markets affected by the agreement. It is therefore necessary to check the current mar-ket shares, and, based on that, decide on the partner selection criteria (compared to quanti-tative selection, the qualitative requirement has significantly lower anti-competitive potential, even if the 30% market share is exceeded).

If a block exemption does not apply to an agree-ment, it does not automatically mean that the agreement is prohibited. Nevertheless, parties forfeit the safe harbour offered by the exemp-tion and must consider each agreement sepa-rately to identify whether it is anti-competitive and prohibited.

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-Tax-Next Edition’s Focus

In the next issue “On the GC Grapevine” will focus on tax. Here are some ways you can get involved:

The Grapevine pick: Recommend a general counsel to be featured as the “Grapevine pick”

(My) Word on the Grapevine: Reply, provide feedback and comments either to an article or to the “GC Grapevine” overall an we will publish them under the “(My) Word on the Grapevine” section

Write to us at [email protected] to with regards to either one of the two or simply to tell us how we could make this publication better.

We are always happy to hear from our readers.

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We would like to thank those who contributed to this newsletter:

Joaquim Ferraz-Martins Luciana Gualda

Wolfgang Lehr Dr. Thomas Funke

Dr. Laura Háray-Takács Rodrigo Rojas

Marcela Barreiro María Elena

Peter Mišák Alin Chitu

Selale Orkide Serengil Mgr. Michal Kohn

Ángel Gutiérrez

If you would like to subscribe to the GC Grapevine please register at www.gcgrapevine.com

The Editors

Orsolya EndrefiAssociate DirectorM +36 20 916 2252@ [email protected]

David StuckeyCommercial DirectorM +36 20 806 2252@ [email protected]

Radu CotarceaMarketing and Operations DirectorM +36 20 969 6410@ [email protected]

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