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Insights May 2025

Commentary re the US-Ukraine Reconstruction Investment Fund Agreement

The intergovernmental Agreement on the establishment of the US-Ukraine Reconstruction Investment Fund (Fund), signed on April 30, 2025, in Washington, D.C. (Agreement) reflects a reset of the US-Ukraine geopolitical relationship and looks to provide a strategic blend of economic investment and security cooperation. First and foremost, the Agreement signals US commitment to a sovereign Ukraine to the international community. It provides the US with a direct stake in Ukraine's economic reconstruction by creating the legal foundation for an economic bond between Ukraine and the US. It seeks to reflect the Trump administration’s market-driven approach to rendering foreign assistance by triggering co-investment mechanisms that

Insights May 2025

European Commission publishes first in-depth decision on the Foreign Subsidy Regulation in e&/PPF

On 4 April 2025, the European Commission issued its long-awaited decision regarding the e&/PPF case, following an in-depth Phase II investigation that ultimately led to the adoption of commitments. The transaction concerns the 50%-plus-one-share acquisition by Emirates Telecommunications Group Company P.J.S.C. (“e&”) of PPF Telecom Group B.V.’s (“PPF Telecom”) telecommunication network and infrastructure businesses in Slovakia, Hungary, Bulgaria, and Serbia. The decision addresses key elements such as the concept of foreign subsidies and the distortion of competition, offering valuable guidance on how the Commission approaches merger reviews under the Foreign Subsidies Regulation (“FSR”). The decision

Insights May 2025

Proposed changes to Austrian real estate transfer tax could impact M&A transactions

On 2 May 2025, the Austrian Ministry of Finance published a draft bill of the Budget Accompanying Act proposing significant amendments to the Austrian Real Estate Transfer Tax Act with potential far-reaching implications for M&A transactions. The proposed changes to the Real Estate Transfer Tax Act would tighten the tax treatment of so-called “share deals”—transactions where shares in corporations or partnerships owning real estate are transferred instead of the real estate itself. These changes, aligned with the Austrian government’s 2025–2029 program, aim to close any existing loopholes that have enabled the avoidance of real estate transfer tax in real estate transactions. Reduction of the ownership

Insights May 2025

The tariff war has crossed over to the film industry – what now?

The recent announcement by U.S. President Donald Trump authorising the U.S. Department of Commerce, and the U.S. Trade Representative to immediately begin the process of instituting a 100% tariff on any and all movies produced outside the United States has the potential to shake the global film industry to its core. It is almost reminiscent of a war movie, where a U.S. soldier—a paratrooper—misses the planned landing zone and falls into unknown territory. While the newly announced tariff appears to be part of its broader strategy to revive domestic production and the implications could be far-reaching, the actual details of the tariff in question are not yet known. Trump’s decision could have a major impact on

Insights May 2025

Franchising Law Handbook

We are pleased to release our Franchising Law Handbook—a comprehensive guide developed by Kinstellar’s team of IP and competition law experts across our jurisdictions. The initiative was led by Partner Natalia Kirichenko to support businesses navigating the increasingly complex and fast-evolving legislation in this field. According to the US Department of Commerce, franchising contributes around USD 2.3 trillion to the global economy annually, making it a powerful model for business expansion across various sectors. This Handbook brings together the expertise of our lawyers across multiple jurisdictions, offering practical insights into key legal frameworks and regulatory requirements. It is designed to serve as

Insights May 2025

Special legal regime for the protection of intellectual property, established at the beginning of the war, canceled in Ukraine

On April 29, 2025, the President of Ukraine signed Law No. 4362-IX “On the Repeal of the Law of Ukraine ‘On the Protection of Intellectual Property Interests during Martial Law Imposed in Connection with the Armed Aggression of the Russian Federation against Ukraine’.” According to the adopted amendments, the temporary legal mechanisms, introduced in 2022 to support intellectual property rights holders in the context of the war, will expire on May 31, 2025. This means the abolition of the suspension of deadlines for taking actions related to the protection of intellectual property, including the deadlines for the renewal of the relevant certificates, patents and for filing oppositions to applications. Annual

Insights April 2025

Category Management Agreements: Belgian Competition Authority issues landmark decision in cartel case involving anti-competitive arrangements for the placement of OTC medicines in pharmacies

On 24 April 2025, the Belgian Competition Authority (“BCA”) announced that it had imposed fines totalling EUR 11.2 million on pharmaceutical companies Johnson & Johnson, Boehringer Ingelheim, and Haleon. The sanctions were issued following a settlement in a case concerning anti-competitive practices linked to category management agreements for over-the-counter (“OTC”) medicines. According to the European Commission Guidelines on Vertical Restraints, category management agreements are agreements whereby a distributor delegates to a supplier (the so-called “category captain”) the responsibility for marketing an entire category of products. While such agreements are generally considered unproblematic, the Guidelines

Insights April 2025

The new Slovak Act on the Commercial Register and changes to the Commercial Code: What to expect?

The Ministry of Justice of the Slovak Republic has presented a draft of a new Act on the Commercial Register (the Draft Act), which should replace the currently valid and effective Act No. 530/2003 Coll. on the Commercial Register. The Draft Act should also amend Act No. 513/1991 Coll., the Commercial Code (the Commercial Code). The proposed effectiveness of the new act is from 1 March 2026, but the legislative process is still pending. The proposed legislation has the ambition to modernise processes in the Commercial Register, simplify certain formalities, and at the same time strengthen transparency. However, this comes with a number of fundamental changes that require increased attention. Major changes

Insights April 2025

Customs duties in transition: Why companies should review their customs valuations and transfer pricing policies now

Historically, customs duties are considered to be the origin of taxation. Today, looking specifically at the current U.S. administration, customs duties—better known as tariffs—are primarily used as tools of trade policy. Rising customs duties are creating uncertainties for multinational companies and supply chains. With the ongoing increases in customs duties, the question arises: How can multinational companies adequately address new tariff regulations from the tax law perspective? Customs valuation review Rising customs duties can significantly impact the cost structure of imported/exported goods and, thus, disrupt carefully planned transfer pricing arrangements and related intercompany agreements between

Insights April 2025

Ukraine strengthens rights protections for bona fide purchasers

A new law, No. 4292-IX, dated March 12, 2025 (the “Law”), amending the Civil Code of Ukraine (the “Civil Code”), recently came into effect in Ukraine. The Law is designed to increase the level of legal certainty and to protect the rights of bona fide real estate purchasers. The main novelties are: 1. Limitation periods (Article 261 of the Civil Code) It is established that the limitation period for reclamation claims, or the recognition of rights to real estate transferred from state/municipal to private ownership, starts from the date of registration of the right of the first purchaser or transfer of property (in respect of which, at the time of such a transfer, no legal requirements for state registration

Insights April 2025

EU CSRD and CSDDD – Significance of the postponement of the application date

On 14 April 2025, the Council of the EU gave its final green light on the so-called "Stop‑the‑clock Directive" postponing the application dates of the EU Corporate Sustainability Reporting Directive (EU) 2022/2464 ("CSRD") and the EU Corporate Sustainability Due Diligence Directive (EU) 2024/1760 (“CSDDD”). Who will benefit from this and what does this actually mean for the affected companies? The CSRD entered into force on 5 January 2023 and aims to ensure that investors have the information they need to understand and manage the risks to which investee companies are exposed from climate change and other sustainability issues. It also aims to ensure that investors and other stakeholders have the information they

Insights April 2025

Update on the implementation of CS3D and CSRD, and related local legislative developments in Bulgaria, Croatia, the Czech Republic, Hungary, Romania, and Slovakia

Despite the 6 July 2024 transposition deadline for the full implementation of the Corporate Sustainability Reporting Directive (CSRD), several jurisdictions – including the Czech Republic and Romania – remain subject to infringement proceedings initiated by the European Commission in September 2024 for failing to fully communicate their national measures. It remains unclear how this infringement process will proceed, particularly in light of the postponement of the second wave of the reporting obligation, as approved under the so-called “stop-the-clock” directive incorporated into the Omnibus I package. At the same time, and also as a consequence of the “stop-the-clock” directive – which postponed the