Finance. Capital markets. Infrastructure.

We advise banks, microcredit organisations, leasing and factoring companies, investment funds and corporate borrowers at every stage of a financing — from negotiating terms and taking security, through regulatory compliance, to restructuring and enforcement.

Over the years we have prepared legal opinions and analyses for domestic financial institutions and for international financial institutions funding projects in Bosnia and Herzegovina, including opinions on the adequacy of security, the legal regime governing electronic banking, and the assessment of credit lines under foreign exchange legislation.

Financing and credit documentation

• Bilateral, club and syndicated facilities; agreements prepared to international standards and their adaptation to Bosnian law
• Project finance, real estate finance and acquisition finance
• Renewable energy project finance, including solar projects — legal structure, permits and security
• Refinancing, rescheduling and restructuring of credit obligations
• Intercreditor agreements, subordination and sharing of security
• Financing by international financial institutions and compliance with their conditions
• Leasing, factoring, purchase of receivables and sale of non-performing loan portfolios

Security and collateral adequacy

• Legal opinions on the adequacy and enforceability of collateral for credit committee purposes
• Mortgages and charges over real property; land registry registration and priority
• Pledges over movables and rights; registration with the Pledge Registry at the Ministry of Justice of BiH
• Pledges over shares and membership interests, over receivables and over account balances
• Fiduciary transfer of title, suretyship, accession to debt, promissory notes and blank promissory notes
• Security in concession and infrastructure projects
• Notarisation of instruments and the requirements for a document to constitute an enforcement title

Regulatory matters

• Compliance with the Banking Act and the decisions of the Banking Agency of the Federation of BiH and the Banking Agency of Republika Srpska
• Licensing and corporate matters for banks, microcredit organisations, leasing and factoring companies
• Risk management, exposures to connected persons, capital requirements and internal policies
• The legal regime governing electronic banking and the digital applications financial institutions offer to customers
• Foreign exchange regulation and the assessment of credit lines under the Foreign Exchange Act
• Payment services and payment system regulation
• Anti-money-laundering and counter-terrorist financing — procedures, KYC and transaction reporting
• Consumer protection in financial services; general terms of business and contractual provisions
• Fintech and cooperation between financial institutions and technology providers

Eurobonds and cross-border transactions

• Eurobond issues and other debt instruments on the international capital market
• Acting as local counsel alongside leading foreign law firms
• Legal opinions on the validity, binding effect and enforceability of the issuer's obligations under domestic law
• Verification of borrowing powers and prescribed approval procedures for public issuers
• Reconciling English law documentation with the mandatory rules of domestic law
• Foreign exchange and tax aspects of payments to non-resident bondholders
• Listing and reporting obligations towards a foreign exchange
• Coordination with arrangers, paying agents, trustees and rating agencies

International contracts and complex disputes in banking

• Drafting, negotiating and reviewing international and multinational contracts in the financial sector
• Contracts with a cross-border element — choice of governing law, jurisdiction and dispute resolution
• Reconciling documentation prepared under foreign law with the mandatory rules of domestic law
• Legal opinions on individual banking products, services and business models
• Complex disputes arising from the specifics of banking — interest calculation, currency clauses, fees and costs, general terms of business
• Multi-party disputes with a multi-jurisdictional element; coordination with foreign counsel
• Interpretation of banking regulation and of the Banking Agency's acts where relevant to a transaction or dispute
• Strategic assessment of exposure before commencing a dispute or accepting a settlement

Enforcement and disputes

• Enforcement proceedings and realisation of collateral
• Disputes arising from credit relationships, including challenges to contractual terms and interest calculation
• Insolvency and liquidation — filing and securing claims, separate satisfaction rights
• Avoidance of the debtor's transactions
• Assignment of claims, assumption of debt and delegation
• Constitutional court representation in financial sector matters

We guide issuers, investors, broker-dealers and fund management companies through the issue and trading of securities in the Federation of BiH and in Republika Srpska — two separate regulatory regimes, each with its own commission, registry and exchange — and in cross-border issues on the international capital market.

Our experience includes membership of the legal team on the Eurobond issue by the Federation of Bosnia and Herzegovina on the international market, and acting as local counsel on bond issues listed on the London Stock Exchange.

Issuing securities

• Share issues by public offering and by private placement
• Corporate bonds, municipal bonds and entity-level bonds
• Cross-border issues and the role of local counsel, including local counsel legal opinions
• Green, social and sustainability bonds — issuance framework, reporting and use of proceeds
• Preparation of the prospectus and the full documentation for approval of an issue
• Proceedings before the Securities Commission of the Federation of BiH and the Securities Commission of Republika Srpska
• Registration of an issue with the Securities Registry of the Federation of BiH and the Central Registry of Securities of Republika Srpska
• Capital increases and reductions, further capitalisation, and debt-to-equity conversion

Listing and issuer obligations

• Listing on the Sarajevo Stock Exchange (SASE) and the Banja Luka Stock Exchange (BLSE); choice of market segment
• Periodic and ad hoc issuer reporting; disclosure of price-sensitive information
• Corporate governance of listed companies; codes and internal rules
• Market abuse — inside information, insider lists and market manipulation
• Loss of public company status and delisting

Takeovers and shareholder relations

• Mandatory and voluntary takeover bids for joint stock companies
• Determination of acting in concert and the obligation to announce an intention to bid
• Squeeze-out of minority shareholders and sell-out rights
• Minority shareholder protection; share valuation and the right to be bought out
• Convening and conducting general meetings, proxy voting, and challenges to shareholder resolutions
• Transfer of membership interests and restructuring of relations between affiliated companies
• Shareholders' agreements and their enforceability under Bosnian law

Institutional investors, funds and intermediaries

• Pension funds and their role in the securities market — regulatory framework and investment limits
• Establishment and licensing of fund management companies; open-ended and closed-ended investment funds
• Fund prospectuses and rules of operation; depositary services
• Broker-dealer companies — licensing, general terms and dealings with clients
• Representation in supervisory proceedings before the securities commissions

We act for employers, contractors, subcontractors, consultants and lenders on infrastructure and construction projects carried out under FIDIC conditions of contract. We work across the life of a project — from tender and contract documentation, through claims management during execution, to dispute resolution before dispute boards and in arbitration.

This field calls for formal training, not merely a general grounding in contract law. The founder of the office has completed four official FIDIC training modules — contract administration, claims management and dispute resolution under both the 1999 and 2017 conditions — and has acted in international arbitrations before the International Chamber of Commerce (ICC) and the Vienna International Arbitral Centre (VIAC).

Contract documentation

• FIDIC conditions of contract — Red, Yellow, Silver, Green and Gold Books; the 1999 and 2017 editions and the MDB Harmonised Edition
• Drafting the Particular Conditions and reconciling them with the General Conditions
• Reconciling FIDIC provisions with mandatory Bosnian law — the Law on Obligations, the Special Usages in Construction, and spatial planning and construction legislation
• Subcontracts, consortium agreements and joint venture agreements
• Consultant and supervision agreements; design agreements
• Tender documentation and bids; legal risk analysis before bid submission

Project and claims management

• Contractor and Employer claims — notice periods, content of the claim and supporting records
• Extension of Time and the associated additional cost
• Disruption, acceleration and concurrent delay
• Variations and changes to the works; price adjustment and cost fluctuation clauses
• The role and determinations of the Engineer under Sub-Clauses 3.5 and 3.7
• Suspension, termination by the Employer and by the Contractor, and the consequences of termination
• Taking over, taking-over certificates, the defects notification period and warranty periods
• Force majeure and unforeseeable physical conditions on site

Guarantees and insurance

• Bank guarantees — performance, advance payment, retention and tender guarantees
• Irrevocable on-demand guarantees; disputes over unjustified calls and interim measures
• Insurance of the works, plant, third party liability and designers' professional indemnity
• Liability for defects and liability for the structural soundness of the works

Dispute resolution

• Dispute (Adjudication) Boards — DAB and DAAB appointment, procedure and decisions
• Amicable settlement and mediation
• International arbitration — the International Chamber of Commerce (ICC), the Vienna International Arbitral Centre (VIAC) and the Arbitration Court of the Foreign Trade Chamber of BiH
• Proceedings before the Bosnian courts; recognition and enforcement of foreign arbitral awards
• Construction and quantum expert evidence; coordination with technical experts

Public procurement and IFI-funded projects

• Public procurement of works and services; bid preparation and review proceedings before the Procurement Review Body of BiH
• Projects financed by international financial institutions and EU funds — compliance with lenders' procurement rules
• Concessions and public-private partnerships
• Contracts and permits in the energy, telecommunications and infrastructure sectors

We conduct disputes and proceedings concerning real property and rights in rem — from declarations of ownership and rectification of the land registry, through expropriation and restitution, to questions of state property and disputes between condominium owners.

Discrepancies between the cadastre and the land registry, broken chains of registration, the property of former socially owned entities and unresolved questions of state property make this field considerably more complex in Bosnia and Herzegovina than it first appears. Before commencing proceedings we always analyse the state of registration and whether the outcome sought is achievable.

Ownership and possession

• Actions for a declaration of ownership and for delivery of possession
• Acquisitive prescription and other modes of acquiring ownership
• Co-ownership and joint ownership; dissolution of co-ownership
• Actions for disturbance of possession
• Removal of usurpation, boundary disputes and boundary determination proceedings
• Easements and personal servitudes; right to build; right of first refusal

Land registry and cadastre

• Registration of ownership and other rights in rem; provisional and marginal entries
• Actions for deletion of entries and rectification of erroneous registration
• Establishment and replacement of land registry folios
• Reconciliation of cadastral and land registry records
• Registration of buildings erected without a building permit; legalisation proceedings
• Creation of condominium units and registration of separate parts of a building

State property, expropriation and restitution

• Legal opinions on the regime governing state property and the property of local self-government units
• Expropriation proceedings and determination of fair compensation; administrative dispute
• De facto expropriation and compensation for use without legal basis
• Denationalisation and restitution of confiscated property
• Property of former socially owned entities; agricultural and construction land
• Restoration of apartments and disputes concerning occupancy rights
• Constitutional aspects of property disputes and requests for constitutional review

Condominium ownership and building management

• Rights and obligations of condominium owners; common parts of a building
• Resolutions of the assembly of condominium owners and challenges to them
• Contracts with building managers; recovery of maintenance costs
• Disputes over roof extensions and conversion of common areas

Transactions and enforcement

• Legal due diligence on real property before a sale or the creation of a mortgage
• Contracts of sale, exchange, gift, life maintenance and partition
• Lease and tenancy agreements; disputes over termination and eviction
• Succession proceedings and disputes concerning real property
• Enforcement proceedings for delivery and vacation of real property
• Interim measures securing non-monetary claims

In this field the office is supported in research and analysis by a standing external associate specialising in the case law of the European Court of Human Rights. Legal advice and representation are provided by the attorney of the office. It is an area that rarely arises on its own — most often it comes as the final stage of a matter that has already been through the domestic courts.

The office has its own experience in constitutional proceedings, including appeals and requests for constitutional review in financial sector matters and property disputes, and representation of a regulatory authority in constitutional review proceedings before the Constitutional Court of the Federation of BiH.

Proceedings

• Appeals to the Constitutional Court of Bosnia and Herzegovina
• Requests for constitutional review before the Constitutional Court of BiH and the entity constitutional courts
• Applications to the European Court of Human Rights in Strasbourg — admissibility, exhaustion of domestic remedies and time limits
• Responses to the Government's observations and friendly settlement negotiations
• Execution of ECtHR judgments and monitoring of general measures

Typical grounds

• Article 6 — right to a fair trial: length of proceedings, access to court, non-enforcement of final judgments, reasoning of decisions
• Article 1 of Protocol No. 1 — protection of property: old foreign currency savings, restitution, expropriation without compensation, interference with acquired rights
• Article 5 — right to liberty and security
• Article 8 — right to respect for private and family life and the home
• Article 13 — right to an effective remedy
• Article 14 and Protocol No. 12 — prohibition of discrimination
• Articles 10 and 11 — freedom of expression and freedom of assembly and association

Advisory work

• Legal opinions on the compatibility of domestic legislation and administrative practice with the Convention
• Applying and relying on ECtHR case law before the domestic courts and administrative authorities
• Early-stage assessment of the prospects of a constitutional appeal
• Training and lectures for legal teams and institutions