Dino Aganovic is the Head of Legal and Compliance at HETA d.o.o. in Sarajevo (former Hypo Alpe-Adria-Leasing). During the Hypo days, he represented the bank in the General Assembly of Chamber of Commerce FBiH between August 2014 and January 2015 and as its Director of the Legal Team earlier. He still is a Member of a Supervisory Board of Hypo’s Fund Management Company. Before joining Hypo, Aganovic was the Head of Legal and HRM at Intermerkur Nova d.o.o. Sarajevo and Mersteel d.o.o. Sarajevo (Merkur).
Please tell our readers a few words about your career leading up to your current role.
D.A.: I have to start with a joke: one enlists to a law school as it is the only mathematics-free school. However, my motives lie in the old black and white movies about court trials, prosecutors vs. defense attorneys, witness preparation, and most importantly evidence popping out in the last minute. It makes you fall in love with the idea of the law profession.
The very same day I passed my last exam and was preparing a party, one of my friends got an interview for an internship program. She was also asked whether she knew someone else without experience who would be a candidate for the internship program.
As I had invited her to my party that very day, I was obviously the first name that popped into her mind. And so I got my first job in a group with a versatile portfolio of work. There I was dedicated mainly to supporting the sales function of Merkur, where I acted as a labor lawyer. This was my first direct experience with labour disputes on the defendant’s side, which made me learn the tips and tricks of the trade.
After nearly a year with my first employer I got a chance to work for a young attorney as his apprentice. Being a relatively new kid on the block, my principal was not in a position to choose the cases so we ended up working on a variety of legal topics, different in value and complexity. This really was a lot fun and a great learning curve! Almost like in those movies I mentioned earlier.
After spending 2 years as an apprentice, passing a bar exam in the meantime, I got a chance to become a one-man-show as the Head of Legal and HR in the Bosnian branch of the Slovenia-based sales company Merkur, which was then facing a pre-bankruptcy state. To tell you the truth this was an immense challenge and, as it turned out afterwards, a great experience for a young lawyer. As there were no resources available for external legal aid, it was left to me to lead all litigations of the company, both active and passive, to resolve property issues, negotiate and draft all the contracts, conduct statutory changes, and the most demanding task of all: to prepare and lay-off of more than 50% of the employees throughout 2 years. Tough times but a great learning experience.
After that I moved up to Hypo Alpe-Adria-Bank d.d. Mostar. I applied for the position of a NPL collection lawyer but instead was offered the position of Director of Legal. Needless to say, I had no in-depth knowledge of the banking sector. Yet I was given an extremely challenging team to lead – one providing legal support to all departments of the bank in doing everything but loan/deposit agreements, collateral management, and NPL collection.
In fact, right before I joined the bank, I recall thinking that there was nothing to do as a lawyer in a bank but draft loan/deposit agreements and collect NPLs. Oh, was I surprised. I have never seen any of the aforementioned but have experienced legal matters most attorneys do not experience in a lifetime. For the first two months I almost never went home, and, soon after, I was regarded as a veteran which even led to the shortening of my probation period.
In the intervening two years, my team has done amazing work, even when challenged by the huge CHF F/X issue that resulted in hundreds of lawsuits. I take great pride in the fact that the only two existing second instance verdicts are in favour of Hypo and were won by my team. We have also taken a huge role in the due diligence process of selling the Hypo Banks. One of the most demanding tasks was to pioneer a large scale NLP assignment of receivables (over EUR 500 million of receivables) to a non-regulated entity (non-bank) where I acted as a legal coordinator for both the bank and soon-to-become HETA. This project was a first for Bosnia and Herzegovina.
After this project, I was asked by HETA’s CEO to join him and build up a legal team which would be a strong support to the entire company in resolving the most complex debtors situations and finding out new models of asset resolution, resolution of property issues, and preparation of its sale.
And here I am now, leading a team of eleven professionals who cover the entire scope of HETA work: litigation, property issues, compliance and AML, contracting, statutory issues, and general legal issues. The fighting does not cease. I am truly living those movies I fell in love with when I was a kid.
How is your role different now, with the winding down organization of HETA, as opposed to your Hypo days?
D.A.: It differs at its core – the bank was focused on new businesses, PL clients, and development of new products. HETA on the other hand is focused on resolving its long standing NPLs.
Not many have the privilege of working in a company that is a one-of-a-kind and entrusted with the task of providing a wind-down of a BAM 1.2 billion (EUR 600 million) portfolio of nearly a decade-long active and passive cases. For me and for my colleagues from other departments, it is unique know-how which gives us a distinct advantage on the market. We all participated in the establishment of, and are now active participants in, further development of this specific work.
We had to start from scratch in early 2015. It was, and still is, a pioneer in the asset resolution domain. We had to develop a structure, to map processes, and establish controlling mechanisms to enable us to become an effective cash generation company. Legal is involved in everything – either as a support or control function or participating in negotiations on asset resolution modus operandi.
What has your main lesson been from the winding-down exercise?
D.A.: The main lesson learned is that it takes a team to achieve good results, including at the company level, and that there is always room for improvement.
As an asset resolution company, you do not have the luxury of acting as a bank with the monopoly in distributing money to a client and being in a position to choose the collateral for loan. We deal with those who have been in the NPL segment for nearly a decade so one has to work to understand their position and use one’s imagination to come up with a win-win solution for both sides a creditor and a debtor. This work provides a great opportunity to learn the value of and excel in the skills of negotiations and out-of-court settlements.
Since you are a member of the Chamber of Commerce FBiH, what are the recurring discussions among members that present the greatest interest to you as an in-house counsel?
D.A.: Unfortunately, I am no longer a member as it was a position reserved for Hypo Bank, which did me the honor of appointing me as their representative in this distinguished function. I was a participant in the founding assembly where the old structure was replaced by new and prominent businessmen, who are doing their utmost to boost the Bosnian economy and promote it abroad. There is great room for improvement in BiH and we see things moving forward. This is also something we can testify to through the prism of our work in asset resolution – investors are interested in buying commercial and industrial properties in order to launch their businesses.
Looking at the country’s market conditions, from your GC perspective, what are the main regulatory/legislative changes you’d be most excited to see implemented?
D.A.: So far the regulatory framework in BiH is solid. What we lack is enforcement of laws. We have a very slow and complex administration, arising not from a bad legal framework, but more from a lack of interconnection of various databases. Also, we have a very slow judicial system. In general, even simple debt collection litigations last three to five years. Speaking on behalf of HETA, it would also be more helpful if there was a lex specialis regulating our scope of work, instead of being regulated by the general Obligations Act. This has been under discussion for the past few years, but we’ve seen no concrete result as of yet.
For anyone visiting Sarajevo for the first time, what is the must-see spot in the city that’s not featured in the tourist guides?
D.A.: Well, Sarajevo is a very special place and I bet there is something interesting in it for everyone, whether you want to see the marvellous mountains surrounding it, enjoy the multicultural spirit of this city which accommodates a mosque, a cathedral, an orthodox church, and a synagogue in 100 meter radius, or simply enjoy the Bosnian cuisine. But rather than space, it is the time factor which influences the beauty of experiencing a visit to Sarajevo. I would warmly recommend coming in August, when Sarajevo hosts the Film Festival and becomes the center of the world. It seems as if no one sleeps those days in a mission to attend as many events around town as possible. This is really something worth experiencing, in addition to other features of Sarajevo.