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M&A and CorporateRegulatory & Competition
Eugenija’s involvement and professional expertise demonstrated working with major legal projects both in private and State sector have been marked by various important decisions in a number of complicated legal matters.
Eugenija Sutkienė is listed as a leading expert in Corporate and Commercial, including MA, public procurement and PPP, administrative law by all best known international legal directories, like Legal 500, Chambers Europe and Chambers Global, ILFR1000.
Acts as a legal advisor to UAB VPA Real Estate in the project of constructing one of the largest logistics centres in the Klaipeda State Seaport area. The firm also acts as a legal counsel to VPA Real Estate in the PPP project with Klaipėda city and the Klaipėda District Municipality related to the construction of the Southern Rerouting in Klaipėda financed from EU funds (2011–2013);
Provided legal services to UAB Sicor Biotech / TEVA in relation to expansion of the production facilities (consulted on Contractors Agreement, land zoning and related matters) (2012);
Provided legal services to UAB Sicor Biotech / TEVA and TEVA EUROPE related to various corporate, contractual and labour matters (2012);
Consulted UK Company Northway Holdings in relation to its investments into a medical and biotech sector in Lithuania (reviewed financial agreements, corporate documents) (2012);
Provided legal services to Northway medical centres related to regulatory, financing, tax issues, consulted on expansion issues: land zoning, construction permits, etc. (2012);
Consulted UAB BiotechPharma in construction of biotechnological plant on financing EU aid, construction issues, and R&D contracts with the certain EU research centres, dealt with EU Aid Agency and Ministry of Economy (2012);
Consulted UAB Plastima in civil and arbitration case against Russian bank SBERBANK for issuance of false bank guarantee (2012);
Counselled Thermo Fisher Scientific Inc. on all Lithuanian law matters related to the acquisition of Fermentas International Inc., headquartered in Canada, and its nine subsidiaries located in the USA, Canada, China, the United Kingdom, Germany, France, Finland, Sweden, and Lithuania. The firm advised on all Lithuanian law matters and conducted the legal due diligence of UAB Fermentas and UAB Sorpo, the companies where the most substantial assets and production facilities of the group are located, advised on transaction documents and handled the merger clearance in Lithuania (2012);
Eugenija Sutkienė also drafted a new law – Law on Land Expropriation while Implementing Projects of National Importance (adopted by the Parliament on 12 April 2011), which was designated to significantly simplify the procedures of land expropriation when the projects of national importance in the fields of energy infrastructure, transport infrastructure or national defence were being implemented. It is expected that such major projects as the European railway Rail Baltica, the energy interconnection between Lithuania and Poland LitPolLink, the LNG terminal in Klaipėda and others shall be implemented in Lithuania by using these new legal procedures on expropriation (2010);
In accordance with the said new Law on Land Expropriation while Implementing Projects of National Importance, Eugenija Sutkienė also drafted amendments to a number of other laws (i.e. the Civil Code, the Law on Administrative Proceedings, the Law on the Constitutional Court, the Law on Protected Areas), which were also adopted by the Parliament on 12 April 2011 (2010).
By his resolution No. 374 of 4 September 2009 the Prime Minister appointed Eugenija Sutkienė member of the governmental workgroup for the development of the concept of appropriation of land with structures and facilities for the needs of the society. As a member of the workgroup Eugenija Sutkienė participated in drafting amendments to the Land Law in connection with the general procedure of land appropriation for the needs of the society (approved by the Seimas on 12 April 2011);
Prepared amendments to the Law on Territory Planning the purpose of which is to simplify the territory planning procedures for the same projects of national importance in the fields of energy infrastructure, transport infrastructure or national defence. The amendments to the Law on Territory Planning were adopted by the Parliament in May 2012;
Drafted the Exclusive Service Agreement for Drug Substance Development and Clinical Supply and represented the client in negotiations related to the conclusion of this agreement. Reviewed and revised amendments proposed by the other party. The subject matter of the agreement: services for the development of a particular drug substance required for registration thereof in the European Union, the United States of America, Canada, Japan, Switzerland and worldwide; manufacturing of clinical quantities of the drug substance. Biotech Pharmaceutical Centre is a brand new and unique establishment in the country, aimed to develop new active substances for drug production using the newest biotechnological methods. The Firm counsels the client in all corporate law matters related to the building and establishment of production lines, including IP matters. This Agreement is of essential importance to the client as it enables to ensure its rights to the developed substance in different countries (2011);
Represented a subsidiary of the Georgian company IDS Borjomi Beverages Co. N.V., the producer of the world-known mineral water Borjomi, in civil cases for debt award in the amount of USD 1,300,000 and EUR 2,031,417. Initiated the bankruptcy proceedings of the debtor company, during which transactions illegally and wilfully made by the head of the debtor company and third persons were challenged, the lawfulness of actions of the head and shareholders of the debtor company in management of the company was assessed and imposition of liability on persons whose actions rendered the company insolvent was sought, as well as the award of damages to be paid by these persons, which would cover the debts of the company under bankruptcy to its creditors (2010–2011);
Represented a subsidiary of the German company Gebr. Heinemann, UAB Travel Retail Vilnius, controlling Travel Value/Duty Free shops, in a civil dispute against Vilnius International Airport. The dispute was for recognition of an amendment to the lease agreement to be invalid; sought to defend the client’s interests and to prove that in extraordinary circumstances a lease agreement awarded by way of a public tender could be amended (2010);
Represented the company Doleta, a leading producer of wooden and wooden-aluminium windows in Lithuania, in a civil dispute against Swedbank regarding the validity of unilateral termination of the loan agreement in the amount of EUR 5.7 million; the law firm also represented Doleta in the bankruptcy case initiated by Swedbank (2010);
Represented the client UAB HC Airways in acquisition and shareholders’ agreement transactions. Also counselled the client on the issues of conclusion of a service and cooperation agreement with Vilnius International Airport and state aid (2010);
Advised PKN Orlen on various matters related to company management, intellectual property law and other issues, represented the company in connection with the acquisition of the Ventus-Nafta gas stations network and the conclusion of agreements on sale-purchase of real estate (2007–2011);
Represented UAB Ūkio Banko Investicinė Grupė in privatisation of the private limited liability company Tvornica Lakih Metala d.d. (Sibenik, Croatia), sale of the Vilnius Concerts and Sports Hall to the Vilnius City Municipality, acquisition of the aluminium factory Aluminij d.d. (Mostar, Bosnia and Herzegovina) (2007);
Counselled insurance companies Seesam and Ergo on the establishment of SE (Societas Europaea) (2006);
Counselled the Ministry of Foreign Affairs of the Republic of Lithuania on a pilot project designed for the optimisation of the financial management and accounting model of the Lithuanian Diplomatic Service and for the working out of strategies in other areas of the Lithuanian Diplomatic Service (2006–2007);
Counselled and represented a syndicate of lenders comprised of Nordea Bank Finland, Canadian Imperial Bank of Commerce, etc. in securing a EUR 255 million syndicated loan and in connection with other matters related to the loan (2005);
Together with CAIB Corporate Finance Ltd advised the Government of the Republic of Lithuania and the State Property Fund with regard to the restructuring of the electric energy sector, reorganisation of AB Lietuvos Energija, incorporation of two electric energy distribution companies, preparation of a draft Law on Electric Energy and enforcement of legal acts in relation to privatisation of the largest companies of electric energy production and distribution in Lithuania (AB Rytų Skirstomieji Tinklai and AB Vakarų Skirstomieji Tinklai) (1999–2004). Advised the Government of the Republic of Lithuania on the reorganisation of the Lithuania's energy sector and the development of the legal framework for the operation thereof, drafted legal acts to regulate the energy sector (1999–2004);
Assisted Balcans Investment Bank A.D. in connection with the privatisation of the shares of BIRAČ ZDP Zvornik (Serbia, Bosnia and Herzegovina), a factory owned by Energoinvest MDP (2002);
Handled all in-country legal aspects of the privatisation of state-owned shares in AB Lietuvos Telekomas (Lithuanian Telecom) for the Government of Lithuania (initial privatisation) and assisted it in developing the legal basis for the telecommunications sector in Lithuania (1997–1998), also advised AB Lietuvos Telekomas on the offering of shares and depository receipts through stock exchanges in Lithuania and in London (the second phase of the privatisation) (2001);
Assisted numerous major Western banks, including EBRD, Nordic Investment Bank, ABN AMRO, Overseas Private Investment Corporation, Bankers Trust Company (Trust and Security Services, Global Security Services), Deutsche Bank AG in connection with their financing projects.