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21 Alaska B. Rag 1 (1997)

handle is hein.barjournals/askabar0021 and id is 1 raw text is: A close shave deal in the Czech Republic By FANKNKK AS 1IKI'ITil II JON SONNKMAN On December 17,1996,Frank Nosek reportedon *A CloseShave in the Czech RepubIcto the Alaska Bar's Interna- tional Law Section. Section Vice-Chair Joe Sonnenman wrote this report. Practicing law for more than 30 yearsin Alaska, I became interested in internatiotal low after handling spo- radic international transaction cases, starting about 1969. 1 did some trans- action work whtn Eastern Europe opened up; starting in 1989, 1 fre- quently traveled tlhre. By JutA4 A. FotNSaEe For trial attorneys whose main practice is in state court, the idea ofa trial in federal court, let alone an appeal to tile U.S. Ninth Circuit Court ofAppeals, is a daunting proposition. The myriad federal rules, statutes, and the enormous body of federal case law are terra incognita, capable of striking fear into tile hearts of all but tLase intrepid row who practice almost exclusively in tile federal col rte, bpecializing in exotic disci- plines such as tax, bankruptcy, envi- ronmental law, immigration, social security, admiralty, and federal crimi- nal defense or prosecution. Nonethe- less, many trial attorneys have fed- eral cases at some point in their ca- reer. Consequently, they mayhave to consider whether to appeal or how to defend against an apl.eal in a federal In the Czech Republic (as in Hun- gary and Poland, whose laws are similar) and the former Yugoslavia tite governiment needed to divest itself of most everything when these na- tions changed to a market economy. Divestiture is called privatization, and tile process went rapidly in Poland, slowly in Hungary, and at medium speed in the Czech Republic. Privatization usually occurs in waves, starting with small-scale privatization: mom and pop steres, restaurant, repair stores, and family stores,whero governments easilyiden- tify who wants to run wlat, and where appellate court. What few may realize is that the appellate process is as daunting for those involved in decision-making as brief writing and oral argument are for tile advocate. This article reveals why decision-making is a difficult business. Tite viewpoint hore is from inside the Ninth Circuit. This per- spective may provide some valuable insight to sophisticated federal prac- titioers as well as to newcomers and those bringing infrequent federal ,apeals. I'RE NINTIH CIRCUIT CASELOAD Tile Ninth Circuit, headquartered in San Francisco, is the largest geo- graphic circuit, encompassing nine western states (Montana, Idaho, Continued on page 3 restitution problems (common in privatizing medium and large cenpa- nies) do not interfere. Restitution is giving back a busi- ness to its prior owners, but who are the owners? When was ownership ac- quired? Germans took over most East European companies in WW II, and Communists then followed, so it is always difficult to determine when restitution may apply in a transaction. Despite this problem, government re. turned many medium and large companies to private hands, while re- taining companies involved with national security. I was recently involved in a transac- tion which well models the Eastern European way transactions frequently have worked. TIuE BACKGROUND First, know that only one in 15 transactionssucceeds; many fail. Most Eastern European transactions are joint venture formations, but this was an acquisition. ITe Czech National Razor BIlvl Company-Astra-is not a national security concern. But under Communism's worldwide economic plans, Astra supplied razor blades for mch ofthe communist world. Itmade 50 percent of razor blades sent to Russia, and 80 to 90 percent of those going to communist Africa, Eastern Europe, and Cuba. Yes, those old-style, double-edged blades are ofonly modest quality, giv- ing only four shaves per blade, not 10 or so as with a modern Gillette or Schick blade. But major corporations now scrap with each other in a big scramble for world markets. These scrambles occur often in Eastern Eu- rope, where new governments put former Communist companies-and merkots-up for grabs. So Gillette Europe wanted to buy out Astra, and I ws asked to assist in the sale. ThIE PARTIES We first lined out who was repre- senting whom. I had, several years Continued on page 18 1997 c/:/Li1!'a B1atL CONVENTION HAIGHLIGTS May 8- 10, 1997 Centennial Hail, Juneau Inside: a Wendell Kay remembered a California karma * Electronic discovery 9 ALSC still going... Wndell Kay a Humor & other weighty items The Ninth Circuit: An inside perspective Alaska Bar Association Non-Profit Organitfion P.O. Box 100279 U.S. Pmt.g5 Pard Anhorag., Alska 99510 Peil No. 401 Anchoag., Alaska

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