Profile > Lex Adria > Belgrade, Serbia

Lex Adria
Bulevar oslobodjenja 203
11000
Serbia

Managing Board members:

Dr Slobodan Doklestic (Serbia)
Matjaz Ulcar (Slovenia)
Georgi Dimitrov (N. Macedonia)
Hrvoje Vidan (Croatia)

About Us

Lex Adria is an alliance of leading independent law firms in the Adriatic region, providing seamless and premium legal support across the area. The alliance enhances the regional capabilities of its member firms, which through Lex Adria provide high-quality, uniform and efficient cross-border legal support.

The founding partners of the alliance are leading business law firms in Serbia, Croatia, Slovenia and North Macedonia:

Doklestic Repic & Gajin (DR&G) from Serbia (www.doklestic.law)
Vidan Law Office from Croatia (www.vidan-law.hr)
Ulcar & Partners law firm from Slovenia (www.ulcar-op.si) and
Georgi Dimitrov Attorneys from North Macedonia (www.dimitrov.com.mk).

Within the alliance, in addition to Serbia, DR&G also covers the jurisdictions of Montenegro and Bosnia & Herzegovina.

All member firms of Lex Adria have been recognized as leading full-service business law firms in their respective jurisdictions. In the process of creation of the alliance, each member firm was carefully selected and vetted to ensure that it meets the highest quality standards, common culture of timely responsiveness, and client satisfaction.

Lex Adria member firms provide a full range of legal services and share the vision of leveraging the network to provide seamless and fully integrated cross-border legal support. Each member firm has an outstanding track record of professional achievements and substantial experience in providing complex legal advice and support to international clients under the highest standards of the industry.

The alliance’s structure and organization of work ensure that the client receives a premium legal advice from a single point of contact, regardless of the number of jurisdictions involved. In that way the client can benefit from:

  • an efficient organization of work – through one main point of contact (project manager),
  • uniform legal service,
  • integrated teams, and
  • combined regional cross-border expertise and know-how of all Lex Adria members.

The membership in the alliance is based on “one firm per jurisdiction” principle and is by invitation only.

Why Lex Adria?

The alliance’s structure and organization of work ensure that the client receives an efficient and premium legal advice from a single point of contact, regardless of the number of jurisdictions involved. In that way our clients benefit not only from an efficient organization of work through one main point of contact (project manager), but also from uniform legal service, integrated teams, and combined regional cross-border expertise and know-how of all Lex Adria members.

Lex Adria currently covers six jurisdictions: Serbia, Croatia, Slovenia, North Macedonia, Montenegro and Bosnia & Herzegovina. In each country Lex Adria is represented by a full-service law firm widely regarded and recognized as a leading business law firm in that jurisdiction. Each member firm has vast experience and expertise on advising sophisticated international clients (including leading international law firms) on complex high-value projects across various areas of law.

Expertise & Practice Areas

Lex Adria currently covers six jurisdictions: Serbia, Croatia, Slovenia, North Macedonia, Montenegro and Bosnia & Herzegovina. In each jurisdiction Lex Adria is represented by a full-service law firm that is widely regarded and recognized as a market leader in that jurisdiction. Each member firm has vast experience and expertise on advising sophisticated international clients (including leading international law firms) on a vast array of complex high-value projects, including corporate and M&A, banking & finance, energy & mining, real estate & construction, PPPs and infrastructure, competition & antitrust, dispute resolution, etc.

Our work is organized into specialized practice areas and we have expertise across all industry sectors. Also, within Lex Adria we have established regional practice groups (RPGs) comprised of professionals specialized for various areas of law. RPGs enable to all Lex Adria member firms to combine their know-how, expertise and experience across various practice areas and industry sectors, resulting in improved quality and efficiency of work to the benefit of our clients.

In particular, we regularly advise and represent clients in the following legal areas of expertise:

1. M&A and Private Equity

  • M&A and transactional advisory
  • Legal due diligence reports
  • Private M&A deals
  • Public M&A deals
  • Structuring of transactions & tax planning
  • Joint ventures
  • Private equity & venture capital
  • Merger approvals
  • Drafting and negotiating complex transaction documents
  • Public takeovers and takeover bids
  • MBOs/ LBOs
  • Share deals & asset deals
  • Cross-border transactions
  • Privatization procedures
  • Status changes (e.g. spin-offs, mergers, demergers)
  • Structuring and protection of foreign investments, etc.

2. Corporate & Commercial

Corporate practice area:

  • Foundation of companies (LLC, JSC, etc.)
  • Corporate governance
  • Capitalization & financing
  • Status changes (e.g. spin-offs, mergers, demergers)
  • Changes of legal form
  • Fiduciary duties
  • Shareholders agreements
  • Liquidations & terminations
  • Capital changes (increase, decrease, debt to equity swaps)
  • Share transfers
  • Corporate agreements & arrangements (intra-group & unrelated)
  • Company representation powers and limitations thereto
  • Joint ventures
  • Tag along & drag along arrangements
  • Put/call options, etc.

Commercial practice area:

  • Commercial & business agreements
  • Multilateral business arrangements
  • Implementation of new business models
  • Cross-border business transactions
  • International sale of goods (including CISG)
  • Letters of credit & bank guarantees
  • Consortium & partnership agreements
  • Foreign exchange operations (domestic and cross-border)
  • Collateralization & securing of business risks
  • Floating charges & commercial financing
  • Export/import operations
  • Incoterms clauses
  • Distribution agreements
  • Logistics, transportation & insurance, etc.

3. Competition & Antitrust

Restrictive agreements

  • Analysis of horizontal and vertical agreements – including in particular from the perspective of block exemption rules
  • Drafting and submission of individual exemption requests to the competition authority
  • Drafting and submission of leniency applications
  • Representing clients in antitrust proceedings before the competition authority, etc.

Abuse of dominance

  • Analysis of commercial policies and practices of dominant undertakings
  • Drafting commercial policies of dominant undertakings to ensure they are in line with the applicable competition regulations
  • Representing clients in abuse of dominance cases before the competition authority, etc.

Merger control

  • Drafting and submission of merger filings
  • Analysis of the applicable merger filing thresholds and accompanying issues
  • Representing clients in Phase II merger probes with respect to combinations which may raise competition concerns, etc.

State Aid

  • Analysis of state support to undertakings from the perspective of the applicable state aid rules
  • Representing clients in the notification procedure before the state aid control authority, etc.

Advisory & Compliance

  • Drafting the company’s antitrust compliance documents
  • Training of the client’s management employees on the relevant competition law issues
  • Competition law analysis as part of due diligence procedures, etc.

Competition Litigation

  • Representing clients in competition litigation cases, both on the side of plaintiff and on the side of plaintiff
  • Advising clients on alternative dispute resolution of competition claims, etc.

4. Banking & Finance

  • Advising banks and corporate clients involved in local and cross-border transactions in relation to loans – both on lender and borrower side
  • Support with respect to local banking regulations (the banking sector is heavily regulated across the region)
  • Real estate & project finance
  • Advising on the sale/purchase of non-performing loans
  • Advising on regulatory aspects of asset management
  • Support in financing transactions, in particular in the M&A context
  • Assisting clients with respect to project finance issues
  • Providing support with respect to debt restructuring and refinancing
  • Representing clients involved in bankruptcy proceedings before local courts and authorities
  • Advising on structured finance issues, etc.

5. Energy & Mining

  • M&A in mining and energy sector
  • Joint ventures in mining and energy sector
  • Financing and investment arrangements
  • Consultancy and legal opinions on energy & mining legislation and regulations
  • Transactions before the Regulatory Authorities and competent Ministries
  • License transactions
  • Arrangement of energy investments
  • Drafting of agreements related to energy
  • Consultancy on various components of energy markets such as generation, distribution, transmission and retail
  • Civil and administrative litigation
  • Consultancy on environmental law matters and Environmental Impact Assessment (EIA) reports
  • Full support regarding the mining & energy projects, including mining registry research and transactions, permits and licenses, mining sector contracts and mining law consultancy, etc.

6. Real Estate & Construction

  • Construction & Engineering – including drafting, reviewing and negotiating construction contracts, preparing commercial building contracts, infrastructure and engineering contracts, process and energy plant contracts, reviewing supply contracts and purchase orders, preparing operation and maintenance contracts, preparing professional services contracts, preparing collateral warranties, third party rights schedules and notices and third-party duty of care undertakings, preparing pre-construction or early construction start arrangements, preparing asset protection agreements, preparing legal analysis of performance security, including bonds, guarantees and project accounts, preparing and reviewing FIDIC agreements;
  • Real Estate Contracts – including participating in lease negotiations and drafting lease agreements, supporting in site acquisition, preparing and executing sale and leaseback structures, conveyancing and mortgages, preparing real estate management contracts;
  • Real Estate Transactions – including due diligence of target real estate, drafting of sale and purchase agreements, clearing and transferring of the title, reviewing and preparing financing agreements, drafting escrow agreements;
  • Spatial Planning and Zoning – including preparing legal analysis and drafting legal documentation related to zoning, representing investors concerning cooperation with relevant authorities by development of a zoning plan, legal analysis of the impact of zoning plans on ownership rights, representing investors before state authorities and administration courts in disputes concerning zoning decisions;
  • Real Estate Litigation – including analysis and assessment of legal risks related to disputes over legal titles to real estate, drafting court submissions in disputes concerning real estate, representing clients before courts and state administration in disputes concerning real estate, building permits and zoning decisions, representing clients in landlord and tenant disputes, representing clients in environmental disputes, dealing with toxic torts litigations, representing clients in premises liability cases, representing clients in secured credit, lien priority and foreclosure disputes, representing clients in title, trespass and boundary disputes, representing clients in property tax disputes, representing clients in FIDIC disputes, etc.

7. PPPs and Infrastructure

  • Public-private partnerships: structuring effective models
  • Financing and investment arrangements
  • Drafting and negotiating of transaction documents
  • Tendering & bidding: structuring offers and legal analysis of tender and bid procedures
  • Infrastructure risk management: risk assessment, allocation and transfer
  • Infrastructure project finance
  • Evaluation committee advice and participation
  • Analyzing legal aspects of investment projects with public partners
  • Drafting agreements concerning cooperation and realization of investments related to infrastructure and PPP projects
  • Representing of public and private investors in realization of infrastructure projects
  • Infrastructure project litigation & dispute resolution (including mediation, arbitration and litigation)
  • Advising on the political process and governmental procedures and culture
  • Advising parties on all sides of transactions in a variety of sectors and industries, including accommodation facilities, airports, energy systems, mining and natural resources, food production plants, highways, toll roads and bridges, hospital and hospital services, etc.

8. Employment, Labour & Data Protection

  • Restructuring & Reorganizations – including restructuring of the internal organization of the work places, mass redundancy arising out of restructuring, representing employers in negotiations with trade unions and employees, spin-offs and outsourcing operating units, employment-law consultancy on mergers & acquisitions, due diligence with regard to employment law, post-merger integration of employees, defending employers against claims of unfair dismissal;
  • Contracts of employment and termination agreements – including drafting of standard employment contracts, amendment of employment contracts (through the “offer and annex” procedure), drafting of individual employment (or out-of employment) contracts for executives, board members and managing directors, post-contractual restraints on competition, negotiating and drafting termination agreements, tax-optimized design of termination agreements and severance pay, dealing with and preventing negative consequences of termination with regard to unemployment benefits;
  • Termination of employment – termination of employment for cause (e.g. due to breach of the work duties or discipline), termination due to “professional inadequacy”, redundancy lay-offs, planning for the laying off of specific employees, assessment of the grounds for employment termination, termination of employment on all other statutory grounds;
  • Designing & implementing modern remuneration systems and stock option plans – including designing and implementing modern remuneration systems and their harmonization with the mandatory requirements of Serbian law, agreements on goals and performance management Stock option plans and other profit-sharing plans Employee incentive schemes, drafting agreements with trade unions, negotiating with trade unions;
  • Strikes – including negotiations with trade unions, planning scenarios for the avoidance of strikes and the mitigation of the effects of a strike, determination of the minimum level of service during a strike (if applicable), regulation of an employees’ and trade union’s conduct during a strike, agreements on the termination of strikes;
  • Outsourcing – including strategic preparation for outsourcing, drafting outsourcing agreements, allocation of liability between the client and outsourcing companies, spin-offs and partial spin-offs of operating units, personnel layoffs resulting from outsourcing, redundancy schemes
  • Collective bargaining agreements, trade unions and industrial action – representing employers in negotiating collective bargaining agreements, transfer of a company to a different collective bargaining agreement, terminating the binding effect of collective agreements, advising employers and employers’ associations in industrial disputes, designing modern remuneration systems under collective bargaining agreements;
  • Boards of directors and managing directors – including appointment of directors and board members, drafting (out-)of employment contracts for directors and board members, removal and dismissal of directors and board members, severance agreements, designing board rules of procedure, board member remuneration, pension commitments, post-contractual non-compete agreements, liability issues;
  • Temporary hire of employees and secondment – including drafting contracts on the supply of temporary employees, drafting contracts for work and services, preventing employment-law violations;
  • Consultancy on mergers and acquisitions – including advice on the employment law aspects of mergers and acquisitions (due diligence) in both domestic and international transactions;
  • International secondment of personnel – including optimizing international work contracts, drafting secondment contracts, secondments within a group of companies, support in obtaining residence /work permits, advice on social security questions, optimized design of severance agreements for expatriate employees, negotiation in international cases;

9. Capital Markets & Securities

  • IPOs and issuing of securities
  • Public offering, admittance to trading
  • Public prospectus – preparations and approvals
  • Notifications & publications obligations
  • Relations with the SEC and stock exchange
  • Takeover bids (TOBs)
  • Defence strategies against hostile takeovers
  • Reporting Duties
  • Delisting of public companies
  • Corporate governance for publicly traded companies
  • Insider trading & dealing
  • Market manipulations

10. Dispute Resolution

  • Commercial Litigation – including contractual disputes, construction disagreements, failure to pay or perform cases, commercial real estate disputes, rental disputes, defence against alleged business torts, disputes over non-compete agreements, breach of fiduciary duty cases, temporary and permanent injunctions, product liability litigation, transportation litigation, intellectual property or trade secrets cases, business fraud, insurance litigation, competition litigation;
  • Labour Litigation – including arbitration and mediation, affirmative action including discrimination and retaliation, whistle-blower and other retaliation claims, wrongful discharge, severance and tort litigation, unfair labour practice claims, breaches of trade secrets, restrictive covenants and fiduciary duties claims, occupational and safety healthy administration claims, compensations, and other employee benefit disputes, data protection disputes;
  • Alternative Dispute Resolution (ADR) – including arbitration (domestic and international), dispute prevention, mediation, negotiation, risk management;
  • Insolvency Proceedings – including complex cross-border restructurings, contentious and non-contentious insolvencies, contentious banking and financial issues, corporate winding-up (liquidation), insolvency litigation;
  • IP Disputes – including patent litigation, complex software disputes, anti-counterfeiting strategy, brand protection, design rights claims, media and copyright claims, take downs and domain name disputes, reputation management, claims for breach of confidence, intellectual property licensing disputes;
  • Real Estate Disputes – including court termination of lease agreements, landlord and tenant disputes, environmental disputes, toxic torts, premises liability, partnership and other joint venture disputes, secured credit, lien priority and foreclosure disputes, title, trespass and boundary disputes, property tax disputes;

11. Insolvency, Restructuring & Reorganization

  • Thin capitalization issues
  • Insolvency procedures (both for creditors & debtors)
  • Insolvency reorganizations & turnarounds
  • Pre-packed and regular insolvency reorganizations
  • Bankruptcy proceedings
  • Representation in boards of creditors
  • Liquidation of assets
  • Recognition and enforcement of claims in Insolvency and bankruptcy
  • Challenging of debtors’ actions & protection of creditors
  • Acquisition of distressed assets

12. IP, IT and TMT

  • Intellectual Property Rights – preparation of trademark applications and representing clients in the registration procedure, assisting clients with respect to the registration of patents, drafting legal opinions with respect to various IP law issues, including those touching upon other areas of law (such as competition law), IP litigation (in cooperation with our Dispute Resolution team);
  • Information Technologies – providing support to IT companies, in particular with respect to their cross-border transactions, assisting foreign companies wishing to invest in the IT industry (including advisory on the conditions for receiving investment subsidies from the state, where available), dealing with IP issues in the operation of IT companies;
  • Technology Media, Telecoms – advising on all regulatory aspects of TMTs under local laws, structuring complex TMT transactions with various regulatory aspects, representing clients in proceedings before local regulatory bodies in the area of telecoms and media, due diligence and support in deals in the TMT sector, etc.