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Kinstellar advises the investment-holding company AJFH on the acquisition of Imlek, a leading dairy producer in Southeast Europe
Kinstellar has successfully advised AJFH (the family office of experienced entrepreneur and investor Andrej Jovanović) on the acquisition of Imlek, a leading dairy producer in Southeast Europe, from MidEuropa Partners. The transaction is expected to close in Q1 2026, subject to standard regulatory approvals and completion conditions. Imlek is headquartered in Belgrade, Serbia, and operates production facilities (dairies) in North Macedonia and Bosnia & Herzegovina. Our team provided full-scope legal advice, including transaction structuring, negotiation of the transaction documents, financing, and regulatory/competition support. The project was led by Partner Hugh Owen, supported by Associate James
Austrian Supreme Court clarifies key principles for option agreements
In its recent decision (OGH 16.9.2025, 6 Ob 135/24g), the Austrian Supreme Court (“OGH”) confirmed key principles on the validity of option agreements in shareholder agreements and the need for a shareholder resolution in case of transfer restriction clauses. Hence, the decision is highly relevant for Austrian limited liability companies and their (future) shareholders, in particular private equity investors and family offices. 1. Underlying facts: The case under review involved an Austrian limited liability company (GmbH) (the “Company”) that was established by articles of association dated 30 April 2021 (the “AoA”). The shareholders are (i) a private foundation (Privatstiftung) (the “Shareholder
Austrian UBO register: New reporting obligations for nominee agreements
Austria recently introduced further amendments to the Beneficial Owner Register Act (WiEReG – BORA), which are intended to reduce structural opacity in beneficial ownership structures. In practice, the most relevant measures concern extended reporting obligations for nominee agreements (trust relationships). New key definitions The changes relating to nominee agreements came into force on 1 October 2025. The new Section 2a of the BORA introduces three key terms: nominee, nominator, and nominee director, whereas: a “nominee” is a natural person, legal entity, or group of the foregoing who is instructed by the nominator to act as an owner or in a trustee function for the nominator; a
Kinstellar advises P3 on acquisition of logistics parks in Slovakia
Kinstellar has successfully advised P3, a prominent pan-European logistics property investor and developer, on the acquisition of a portfolio of logistics parks located across multiple locations in Slovakia. The transaction marks a significant expansion of P3’s footprint in the Slovak logistics market. The seller was Stoneweg Europe Stapled Trust, a Singapore-listed real estate investment trust (REIT), which recently announced its strategic exit from Slovakia through a divestment as part of its broader portfolio rebalancing strategy in Europe. The deal was structured as a share deal, ensuring an efficient transfer of ownership. Kinstellar provided comprehensive legal advisory services, including full-scope due
Kinstellar advises CEMEX on the acquisition of two mining areas in the Czech Republic
Kinstellar has successfully advised CEMEX, a global building materials company, on the acquisition of two mining areas in the Czech Republic. Our team provided full-scope legal advice, including transactional structuring, and regulatory support related to the transfer of mining rights. The transaction further demonstrates our experience in advising on complex acquisitions in the natural resources sector in Central and Eastern Europe. Kinstellar’s team was led by Petr Hrnčíř (Partner) and Luděk Chvosta (Partner), with key support from Michal Janíček (Counsel), Matěj Bolek (Managing Associate) and Matěj Korduliak (Associate).
Kinstellar advises Max Aicher Group on the sale of its property in the former CUG industrial estate in Cluj-Napoca to Hexagon Group
Kinstellar has advised Max Aicher Group, a leading German industrial group, on the sale of its property in the former industrial estate “Combinatul de Utilaj Greu” (“CUG”) in Cluj-Napoca, Romania—one of the largest sites of its kind in Romania—to Hexagon Group, a local real estate developer. The transaction involves the sale of approximately 23 hectares of industrial land. The property had been owned by a special purpose vehicle of Max Aicher Group. The acquisition marks one of the most significant land transactions in Cluj-Napoca in recent years and supports Hexagon’s urban regeneration strategy focused on redeveloping former industrial areas. The developer plans to transform the site into a modern
Kinstellar advises Integral Capital Group on the acquisition of a majority stake in IVF clinic Calla, via its subsidiary Embryos
Kinstellar has advised Integral Capital Group, a leading private equity firm in Central and Eastern Europe, on the acquisition of a majority stake in Calla Clinic, an in vitro fertilization (IVF) clinic in Oradea, Romania, through its subsidiary Embryos. The acquisition is part of Embryos’ regional expansion strategy, which includes the opening of a satellite clinic in Buzau and the acquisition of Adella Clinic in Sofia, Bulgaria earlier this year. Integral Capital Group acquired a majority stake in Embryos in February 2025, enhancing the group’s position in the rapidly growing fertility services market in Romania and Southeast Europe. Calla Clinic has been operating in Oradea for over 13 years, offering a
Corporate and M&A: Key Bulgarian legal developments
Over the past months, Bulgaria has adopted and implemented several important legislative changes affecting foreign investment screening, merger control, corporate reorganisations, and company transparency. In addition, the country is preparing for euro adoption on 1 January 2026, which will bring adjustments to corporate governance and registration procedures. Courts have also issued significant rulings clarifying directors’ duties in insolvency, the validity of detrimental transactions, and shareholder rights. Our overview provides detailed information about these updates and outlines their implications for businesses and transactions. Update on Bulgarian legislation 1. Foreign Direct Investment
Kinstellar welcomes Otabek Suleymanov as Partner, further strengthening its capabilities in Uzbekistan
Kinstellar is pleased to announce that Otabek Suleymanov, a highly reputable and experienced lawyer, has joined its Tashkent office. His addition as the fourth Partner in the local team underscores Kinstellar’s continued commitment to strengthening its presence and expanding its capabilities in Uzbekistan and the wider Central Asia region. Otabek has over two decades of experience in cross-border Banking and Finance, M&A, as well as a variety of projects matters in the key sectors in Uzbekistan’s growing economy. He is widely recognised for his deep sector knowledge and his ability to structure and execute complex transactions: his clients describe him as a “strong and well-experienced lawyer” with “impeccable
Kinstellar advises Conexio on the sale of a strategic telecommunications infrastructure asset to EXA Infrastructure
Kinstellar has recently advised Conexio on the successful sale of a strategic telecommunications infrastructure asset to EXA Infrastructure, in Serbia. The transaction involved a metro network stretching 860 km, along main Serbian highway corridors, offering the shortest border-to-border routes with low latency and high reliability. The network connects the key Serbian cities of Belgrade, Niš, and Novi Sad, linking to the international borders of Croatia, Hungary, Bulgaria, and North Macedonia, where it interconnects with all major carriers, forming a vital digital backbone for regional connectivity. Kinstellar provided full legal support on this multi-million euro infrastructure asset deal, covering transaction
Kinstellar advises Repono on the acquisition of a battery energy storage project in Arges County, Romania
Kinstellar is pleased to announce that it has advised Repono, a Sweden-based pan-European energy storage operator, on its acquisition of a 202 MW/404 MWh (2.0 h) standalone battery energy storage system (BESS) project located in Arges County, Romania. The project, developed by a Bucharest-based renewable energy developer, is ready-to-build and benefits from an existing grid connection contract with Transelectrica at the 220 kV Pitești Substation. Once operational, it will play a pivotal role in enhancing grid stability, balancing renewable generation, and advancing both Romania’s and the EU’s decarbonisation goals. The transaction was led by Iustinian Captariu, Head of firm-wide energy sector, with Ioana Criste
Alternative distribution models in the automotive sector: Contractual law issues
The European automotive industry is in the midst of a profound transformation. Traditional dealership networks are being redefined, with manufacturers increasingly weighing direct-to-consumer, agency, or hybrid sales models. While such innovations can enhance brand control and customer engagement on the part of manufacturers, they also raise complex contractual law issues related to commercial and legal sustainability. At the centre of these challenges is the reality that altering hitherto existing distribution models requires substantial changes to existing contractual relationships. After all, most dealership agreements contain detailed provisions on exclusivity, termination rights, and non-compete obligations. Failure