Which Lawyer 2018 by Silvia Furnea

T H E L E A D I N G G U I D E T O T H E C O M M E R C I A L L AW M A R K E T

11th edition

2018

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Which Lawyer in Romania

Editorial

EM BR AC ING C H A NGE IN T H E LEGAL PROF ESSION No doubt that change in the practice of law is happening as we speak. Traditional practice is now blending with distruptive models of lawyering, backed by the assault of a young generation that brings a fresh approach to an otherwise rigid profession.

he millenialls, the Y and Z generation lead innovation, embrace diversity, are masters of social media and communicate in "strange" ways. What does all this mean for the profession and the lawyers of tomorrow? The lawyers of today will have to open their mind to step on unconventional paths, adapting to shifts in the business conduct of their clients, learning to speak the language of the new breed of entrepreneurs. Lawyers need to be realistic about the expectations of this new type of clients, used to having access to information at a click away. Law is no longer a matter of reading the law and passing the information. Certainly, they will still have to do it, but added value in legal services goes these days beyond the simple reading of the law and goes deeply into data analysis, business and context interpretation. The automation of legal operations and artificial intelligence are disrupting the way law firms and legal departments operate, a trend making an entrance at a

by Adrian Ion Publisher Which Lawyer in Romania

faster pace than anticipated. Many law firms now have dedicated legal technology development teams that combine legal, project management, data analytics and IT skills. As artificial intelligence and automation trends are increasingly applied to contract review and other routine practices, lawyers will have to provide added value offering strategic legal and business advice, and lead initiatives. Globalization is already erasing traditional boundaries on the geographic scope of law practice, as domestic law firms are expanding across borders by collaborating with foreign counsels and forming intercontinental mergers. Although globalization is not new, it is gaining momentum due to the growth of the internet, the automation of legal processes, developments in data security and emerging technology tools. As law firms continue to expand their footprint worldwide, globalization will continue to reshape the landscape of the legal industry in the coming years. So, how do we prepare for this? ď&#x20AC;ź

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All rights reserved. No part of this publication may be reproduced or transmitted by any means without the prior permission of Govnet Mediacom. Copyright 2018 The content of this publication is compiled based on publicly available information. The transactions presented are sourced from press coverage and press releases issued by the respective companies as well as other statements publicly released or obtained by the editorial staff of the publication. Any views or opinions presented in this publication are solely those of the author and do not necessarily represent those of the law firm unless directly quoted in the material.

Which Lawyer in Romania

General Trends

ROM ANI A

GOOD F U N DA M EN TALS, BU T POOR RESU LTS While nobody argues that Romania has registered one of the highest growing economic rates in the EU, reaching a post-crisis peak of 6.9% in 2017, real GDP growth decelerated to a forecasted 4.0% in 2018 and the Romanian economic boom is estimated to wind down to 3.8% in 2019.

Which Lawyer in Romania

General Trends

he main driver of the slowdown was a could disrupt investor confidence. External and domestic shocks could coincide and contraction in private consumption as weaken confidence and capital flows. inflation weighed more heavily on real The IMF directors noted that a more cautious fiscal disposable income, shows a report issued by the policy stance would help economic rebalancing International Monetary Fund (IMF). The report states that Romania recorded strong economic growth and reduce the burden on monetary policy. In the context of strong economic growth, they in 2017, with record low unemployment and an improving financial sector. Private consumption recommended a fiscal target below the 2018 Budget boosted by fiscal stimulus and wage increases led target of 3% of GDP, and noted that additional fiscal the strong growth, while investment lagged and measures would likely be needed to reach this target. structural reforms slowed. The report emphasized the need to avoid further tax Public investment fell to a multi-year low in percent cuts, moderate wage and pension increases, and of GDP with a low absorption of EU funds. review the implementation of the unified wage law and pension changes in line with available fiscal Both the government deficit and current account space and medium-term fiscal objectives. deficit widened, respectively to 2.8 and 3.4% of Meanwhile, the foundations of the economy seem GDP in 2017. While the National Bank of Romania’s inflation target was met in 2017, headline inflation strong. The unemployment rate in Romania reached has risen since January above the upper end of the the lowest level in 2018 in the last 25 years, being band, reaching 5.2% (y/y) in April 2018. 4.6% in May. Interest rates rose this year, but remain Although the predictions are that Romania’s GDP low, with the National Bank’s benchmark rate of will slow down in 2018, it is estimated that it will 2.5%. The country’s public debt is among the lowest still exceed the growth of its in the EU, standing at 34.4% of GDP. neighbors in the region. Several Investors will always take into factors contributed to the Public investment fell economic growth of Romania account other elements, such to a multi-year low in in recent years, including the as labor market situation, poor infrastructure and the elimination of taxes, the reduction percent of GDP with a low unpredictable legislative of VAT and the increase in absorption of EU funds. consumption, stimulated by the framework, the taxation regime low unemployment rate, as well or political stability, therefore as the increase in wages and the country’s macroeconomic pensions in general. However, the benefits of the figures are only part of the investment decision. latter factor already begin to disappear and exert In other words, there are good fundamentals but pressure on the state budget. poor results. Foreign investments reached a level of €4,5 billion The report issued by the IMF raised concerns about in 2017 in a slight growth compared to 2016 and emerging signs of overheating, including higher inflation and twin deficits, as well as lagging 2015 but still, only half the volumes recorded in investment and slower structural reforms. Against 2007-2008 before the crisis. A significant part of these investments has been carried out by existing this background, they called for a tighter macroeconomic policy stance, while strengthening the investors which are adapting to the growth recorded medium-term orientation and predictability of policies by the local, European and global economies. to sustain Romania’s convergence to higher living A recent analysis from the World Bank showed that standards within the EU. foreign investment attracted by Romania in 2016 With signs of overheating, there is a risk that the current accounted only for 2.8% of GDP, while in Eastern Europe flows were around 8% of GDP for the same policy trajectory increases macroeconomic volatility, undermines the capacity to withstand adverse shocks, period. These results show that the amounts attracted and eventually slows down convergence toward the by Romania are very small both a year on year and advanced EU countries. The main external risks to the when compared with peer countries. However, Romania needs new investors on top of economic outlook include an abrupt shift in global the existing ones in order to bring more capital and risk appetite against the backdrop of continued technology to the market, shows the report issued monetary policy normalization. by the FIC in 2018. Domestically, further deterioration in fiscal and The FIC message for policy makers is that as long external balances or a weakening of institutions

Which Lawyer in Romania

General Trends

as existing investors harbor the current perception Italians on five with €2.5 billion. Almost 60% of the total share capital of foreign regarding the local business environment, the companies in Romania is held by investors from changes of attracting significant new investments these countries. In other words, two euros out of will be slim. With this level of trust, it is unlikely Romania will attract new investments in areas with 10 are Dutch, one in ten Austrian (like the Germans continued high unemployment, in key economic and Cypriots). sectors like utilities or in public-private partnerships The latest data issued by the NBR regarding which the Government is currently championing. the accumulation of foreign investments in the 2017 has been marked by a fiscal revolution Romanian economy shows that at the end of 2016 which the business community opposed almost the balance was over €70 billion, and if we add the data last year and this year, until July 2018, it unanimously and continues not to understand. would reach somewhere in 76 -77 billion. In parallel, a great deal of energy has been consumed on debates regarding judicial reform €30 out of 100 invested were through credits without taking into consideration the needs of the from foreign institutions. Also, €60 out of 100 business community. Companies have advocated were invested in Bucharest-Ilfov, the rest going to the other regions. for many years now for specialized commercial and fiscal courts and for increasing the number of In terms of challenges, availability of labor is judges in order to increase the speed of judicial pointed out as being one of the the biggest problem decisions. These important issues never made it on now. The Romanian and foreign businessman the agenda of policy makers. complain about the situation The situation has deteriorated on the labor market for a long 2017 has been marked since the beginning of the year time. with regard to new foreignMost recently, The Foreign by a fiscal revolution established companies. Investors’ Council (FIC) has which the business Eight months figures show made a sur vey among that the number decreased members where it emerged community opposed by 5.1% to 3.748, compared that Romania is no longer almost unanimously competitive in terms of to the same period in 2017. and continues not If we look at the data after availability of skilled labor. 2008, the worst year was Two years ago, only a quarter to understand 2016, but it is possible that of the respondents were we will reach the same level claiming problems related to in 2018. If in 2008, for example, in Romania, the lack of workforce. Every time the FIC published more than 12,000 companies entered, in 2017 half-yearly results of the perception index, it pointed we barely exceeded 5,800. out that this indicator is deteriorating rapidly. Now Indeed, there has been an increase compared to there are more and more clues among member companies that, combined with other data and 2016, the worst year since 1998, but it seems that this year we will have a similarly low level, given public analyzes, show that Romania is facing the depreciation since the beginning of the year. a difficult situation regarding the availability of If we look at the companies, we notice that labor force. although in 2017 there were more companies For the first time since FIC has been compiling this than in 2016, their share capital was lower by sentiment index (2015), a majority of respondents about 17%, reaching €1.66 billion. Compared said that Romania is no longer competitive in to 2008, for example, we are less than half, and terms of the availability of adequate workforce. then there were almost €4 billion. Two years ago, only a quarter of respondents Most foreign firms have Italian capital, over faced problems on the labour market. Every six 46,500, followed by German with about 22,400, months, when publishing the results of the Business over 15,000 - Turkish, 13,500 - Hungarian and Sentiment Index, FIC has warned that this indicator 12,400 Chinese. In fact, more than half of foreign is deteriorating at an alarming rate. companies in Romania come from these countries. In March 2017, one third of respondents found the On the other hand, from the point of view of social Romanian fiscal burden uncompetitive. This was followed by a steep deterioration in September capital, the Dutch are headed with over €9.2 billion, the Austrians on the second, with 4.88 2017 and March 2018 when two-thirds of billion euro, the Germans on three with €4.83 respondents expressed a negative opinion about the fiscal system.  billion, the four Cypriots with €4.7 billion and the

Which Lawyer in Romania

Corporate M&A

T R A NSL AT ING POSI T I V E ECONOM IC OU T LOOK IN BUSIN ESS OPPORT U N I T I ES

Which Lawyer in Romania

Corporate M&A

The M&A market in Romania marked a significant recovery in the second quarter of this year, reaching €391 million, compared to €258 million in the first three months of the year, according to a report issued by Deloitte. The total market value, including transactions that did not have their value reported, is estimated between €1.1 and 1.3 billion, a significant rise versus the second quarter of 2017.

n the second quarter of 2018, a total of 27 transactions were announced, compared to 21 in the similar period of 2017. “We witnessed a recovery of the M&A market in the second quarter of the year, as a series of significant transactions reached signing stage. Although the value of some of these transactions has not been made public, the size of the businesses allows us to believe that their value is considerable,” says Ioana Filipescu, Partner Corporate Finance, Deloitte Romania. The largest transactions in second quarter 2018 were Vodafone’s acquisition of Liberty Global shares in Germany, the Czech Republic, Hungary and Romania (undisclosed value for Romania), the takeover of the Oregon Park office project in Barbu Vacarescu, Pipera area, by Lion’s Head Investment, which marks its first acquisition in Romania (undisclosed value), the sale by SIF Oltenia of the 6.3% stake in BCR to Erste Group Bank (value: €140 million, the acquisition by the German group Phoenix of Farmexim distributor and Help Net, the largest transaction this year in the pharmaceutical sector (undisclosed value) and the acquisition by the Dutch group AkzoNobel of the paints manufacturer Fabryo (undisclosed value). There were 27 deals made public in the third quarter of 2018, of which nine had either a publicly disclosed value or a value that could be determined with the use of publicly available data. Thus, this year’s trend of not disclosing deal value endures. In 2017, in the same timeframe, 28 deals were noted. The largest deals announced in the third quarter of 2018 were: the acquisition of Zentiva Group, including Zentiva SA Romania, former Sicomed, by Advent International (deal value estimated at €287 million, by applying the disclosed EBITDA multiple to the 2017 results of Zentiva SA); the sale of Agricost to Al Dahra group, the largest deal in Romanian agriculture

Jorg K. Menzer, Noerr

“The macroeconomic figures alone are very important, but the micro level is never to be underestimated,” (value of €200 million); the acquisition of a 7.5% stake in UiPath by a consortium of investors led by Sequoia Capital, at a company valuation of €2.6 billion (deal value of €194 million); the acquisition of The Bridge office building by the Paval brothers from Forte Partners (deal value undisclosed); the sale of Urgent Cargus by Abris investment fund to Mid Europa, currently the largest deal in this sector so far (deal value undisclosed). “We are witnessing an effervescent growth of the M&A market, both locally and internationally, with an effect on Romanian subsidiaries. The deals closed in the third quarter are generally those that had commenced in early 2018 that were based on results obtained in 2017, which exceeded expectations in most sectors,” said Ioana Filipescu. Judging by the country’s robust economic performance, Romania should be on the favoured destinations for investors, but other elements such as the labor market

situation, poor infrastructure and the unpredictable legislative framework do not encourage investment. “Our experience shows that macroeconomic figures are of utmost importance. No major investment is ever decided and implemented without taking figures like GDP growth, employment rate, debt etc. into consideration. However, they represent a frame that applies to all potential investors – from cars to chocolate bars, for example. The more interesting and thrilling work is to evaluate market conditions for specific services or products, thus to roundup the macro picture. So, to answer your question, the macroeconomic figures alone are very important, but definitely need complementary data to make sense and give the investor a better picture. The micro level is never to be underestimated “, says Prof. Dr. Jorg K. Menzer, Managing Partner, Head CEE Offices, Noerr. “Investors with a long-term strategic view are moderately interested in the past and in the present, rather they scrutinize the future. They do look beyond recently recorded and promised growth-rates; they search for evidence of sustainability of growth rates,” says Adriana I. Gaspar, Partner, Co-Head of Corporate M&A, NNDKP. “Investors need to satisfy their stakeholders asking what is the growth rate based on and does it vouch for the development of a sustainable business: can we secure work force and can we know we will have a market despite outstandingly high emigration rates Romania is confronting with? Can we secure access to sufficient utilities and cost-efficient transport infrastructure despite historical underinvestment in existent and new facilities? Does the country have cogent commitment to economy reinforcement to prevail over political commands, can it offer handson, practical and commercially-focused institutional assistance to businesses? Is there a strategic program offering direction

Which Lawyer in Romania

for Government and private investment and is there any major Government project catalysing a partnership between the public and private sectors as well as among state institutions? Can institutional weakness be overcome by private sector technical assistance?,” adds Gaspar. When answering to some of these questions, unfortunately Romania looses points in favour of the neighbouring countries. Having the above in mind, the local environment is still ripe for large investments whilst potential changes in the taxation system and further increase of the minimum wage might slightly negatively impact the local M&A appetite of strategic investors. On the same lines, Ileana Glodeanu, Partner at Wolf Theiss, says that: “even though the economic growth is indeed a factor to be taken into consideration, investors also tend to look at other indicators such as the existing labor environment and the stability of the taxation system. Whilst recent salary hikes and tax cuts were welcome amongst investors and employees alike, further tax cuts would risk diminishing the state revenue-to-GDP base, which is already one of the lowest in the EU. This is an indicator that the government may soon re-assess its taxation system. Furthermore, the local unemployment rate is in the low margins and latest increases in the minimum wage and public wages have negatively affected small and medium sized businesses due to the rising unit labour costs, especially in the manufacturing sector. During the last

Ileana Glodeanu, Wolf Theiss

“Investors tend to look also at other indicators such as the existing labor environment and the stability of the taxation system”

Corporate M&A

Adriana I. Gaspar, NNDKP

“Investors with a long-term strategic view are moderately interested in the past and in the present, rather they scrutinize the future” couple of years we have seen a growing investor activity and appetite for medium to large investments,” says Ileana Glodeanu. Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii argues that: “ the level of foreign direct investment, at least in terms of committed capital, increased significantly and the expectations are that 2018 will surpass even the optimistic predictions. With the largest GDP growth rate across the European Union within the past two years and a solid estimate of 4% GDP growth in 2018, Romania makes one of the most appealing investment propositions. Indeed, Romania ranked fifth among the 28 EU member states in terms of GDP growth rate year-on-year in first quarter of this year, with 4.2% in seasonally adjusted series, according to Eurostat. “This means the economy is in a very good shape, maybe a little overheated, but overall the signs are good” says Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii. “There is market demand,” says Damian, “both sellers and buyers are willing to find common ground and deals are closing at a faster rate than before. Strategic investors and financial ones are also very active on the market. Romania seems to have become one of the most attractive destinations in the CEE region in 2017, based on the already invested amounts by these funds. New money has or are about to come from both investment funds and the strategic ones (Vodafone, Penta Investments, JC Flowers, Transilvania Bank, Vitruvian etc). At the same time, the exits have continued and even accelerated and so it is expected this trend to continue in 2018 and possibly 2019. “Notwithstanding the positive economic outlook so far, investors still need predictability and stability from a financial and fiscal point of view, as well as political consensus. The current fractured political landscape and the turmoil over the past 12-14 months could negatively impact on our country’s economic growth. Also, the inflation (on the rise), the budget deficit

(also on the rise) and the current account deficit are signs that the Romanian economy could face difficulties in the future. Quite unfortunately, the absorption of the European funds remains weak and, overall, the level of investments (especially public) is lower than the consumption rate “, he adds. Monica Cojocaru, Partner at Schoenherr Bucharest, says that: “the economic growth and relatively stable environment are definitely on the plus side in the investors’ interest. Still, these cannot be the only drivers behind investment decisions. Investors are looking for sound businesses, which have sufficient growth potential so as to be turned into opportunities. Either we speak of Romanian companies for sale or Romanian subsidiaries of companies sold on a cross-border level, investors are cautiously weighing the challenges the business will face going forward, such as the availability of skilled work-force, education, infrastructure.” “Major investment decisions are largely influenced by a stable, predictable and reliable legal and political framework,” says Lucian Bondoc, Partner, Bondoc si Asociatii, the macro-economic figures have been and continue to be encouraging indeed; nevertheless, sustainability is also relevant and macro-economic figures alone generally do not suffice to support business decisions.” A report issued by the International Monetary Fund (IMF) warns that Romania’s economy shows signs of overheating as there is a risk that the current policy trajectory increases macroeconomic volatility, undermines the capacity to withstand adverse shocks, and eventually slows down convergence toward the advanced EU countries. The Fund criticized the decrease of investments in the public sector, as well as the lack of structural reforms and high inflation rate. The IMF also emphasised the importance of reforms taken to increase the public sector’s efficiency through the strengthening of fiscal administration, in order to improve the efficiency of tax collection, as well as

Which Lawyer in Romania

to better absorb European funds. „Romania has had ver y good macroeconomic data for quite a few years in a row. Investors are obviously attracted by this. However, of late, various international bodies have cautioned that we may be growing at over capacity and perhaps forming imbalances and overheating. Investors pay attention to these signals as well and the questions coming through are beginning to be about not only growth, but also sustainable growth,” says Alexandru Birsan, Partner at PeliFilip. If we take into account the publicly available data, it results that the M&A market in Romania has increased in the second quarter of 2018 as compared to the first. However, the effects of fiscal and regulatory instability, as well as of political developments during this year are yet to come. The lack of predictability as regards the general environment may unfortunately annul the medium term growth prospects that our country continues to have. Thus, it remains to be seen if the growth shown in the M&A market is a result of transactions initiated last year or is a trend that will be consolidated until the end of the year” says Gabriela Cacerea, Partner, Co-Head of Corporate M&A, NNDKP. Despite the political and economical events at local level that influence the appetite of investors, Romania remains on investors’ map due to its long-term potential and its increased profile as a stability factor in the region. „Globally, we see that cross-border investment is increasingly politicized leading to diverging attitudes and rules (Clifford Chance’s Global M&A Trends Report 2018). Europe remains a region that is very open to FDI, but diverging approaches and political sentiments characterize individual countries, and the latest ‘direction of travel’ in attitudes is an increasingly important factor for dealmakers,”says Loredana Ralea – Counsel, Clifford Chance Badea. „Investors are concerned about unexpected measures taken on non-economic grounds and which can fundamentally affect their business plans and they are concerned about rule of law as they need to be sure their rights are protected. Romania has been slowly progressing in terms of perception as a risky country, but some of the old concerns are starting to resurface,” argues Alexandru Birsan, Partner, PeliFilip. „I do think there are more and more countries around the region where political noise has amplified and this is making investors somewhat more prudent with

Corporate M&A

Stefan Damian, Tuca Zbarcea & Asociatii

“The absorption of the European funds remains weak and, overall, the level of investments (especially public) is lower than the consumption rate” respect to such countries. Unfortunately Romania is starting to be perceived as one of the countries in that group – that really was not the case even early this year,” he adds. “The influence of the politics over the economics should not be underestimated,” says Carmen Dutescu, Managing Associate at Voicu Filipescu. “A strong prerequisite of large investments is the coherence and continuity in the state politics and government strategy. Though the political events were quite frequent lately, it has not yet significantly impacted on the investors’ behaviour, who preserved their interest on the local market. However, there have been some concerns that, on a longer term, these events may lead to a crisis of labor force and to regulatory instability,” she adds. “Though from our experience we have noticed an intense appetite from the investors to do M&A in Romania this year, a more prudent approach is likely to be preferred in the future due to the slowdown of the economic growth and the political

and legislative uncertainties,” argues Dana Radulescu, Partner, Maravela&Asociatii. Mainly due to political circumstances, investors (especially the foreign ones) continued to be prudent and often reluctant to invest in green-field projects or locallyestablished businesses. This is one of the reasons for which the M&A Romanian market was dominated by two types of transactions: domestic projects, where both the seller and the buyer were Romanian entities, or multi-jurisdictional transactions, where the buyers indirectly acquired Romanian companies, as part of international groups with stable business and promising forecasts on a larger scale as Anca Danilescu, Senior Partner, ZRP pointed out. “In the first case (I.e. local seller and buyer), the involved parties were, on one hand, more familiar with the Romanian political and economical environment and, on the other hand, less eager and financially-capable to focus on other markets than the domestic one. In the second case (I.e. multi-jurisdictional M&A deals), the investors were encouraged by the overall status of the target business and have somehow accepted to assume risks on the Romanian market, seen as a limited segment of the entire business which was taken over,” argues Danilescu. “If we look at the volumes, investors perceived Romania as a land of opportunities in 2017,” says Serban Suchea, Partner at Mitel&Asociatii, as the number of investments continued its growing trend from the past few years. Nevertheless, all investors are closely monitoring political events and especially any signs of instability (including main economic or tax policies), since these are the main areas of concern for prudent investors.” “We have a saying here that one can never get bored in Romania – there is always something going on, there is always something popping up… But in the same time the Romanian market distinguishes itself among CEE markets with stronger growth opportunities, while country risk gets more and more digestible. In addition,

Florian Nitu, Popovici Nitu Stoica & Asociatii

“In spite of a general uncertainty impression given by the public sector, this year tax cuts placed Romania at the top of the lowest tax jurisdictions in the European Union”

Which Lawyer in Romania

in spite of a general uncertainty impression given by an often-stumbling public sector, this year tax cuts placed Romania at the top of the lowest tax jurisdictions in the European Union. The low tax regime favours industrial investment and start-up initiatives equally” believes Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii stresses the importance of predictability, of a coherent legislative system and political consensus. „Investors stability in order to make detailed financial projections and business plans for the next three to five years and a fiscal system that would encourage new hires and new investments. For the time being though, as showed by the various statistical data available, but also by the transactions happening on the ground, business seems little affected as well as sellers or buyers’ appetite by the events over the past year.” Is Romania still perceived as a risky country is a topical question that deserves to be addressed, as some of the strongest concerns and deterrents for the investors who are looking to invest in Romania are the unpredictability of the fiscal and regulatory framework, the underdeveloped transportation infrastructure (mainly roads and railways), the lack of (major) public investment projects in general and of economic growth driven mainly by consumption. Ruxandra Bologa, Partner, Co-Head of Corporate M&A, NNDKP says that at least these have been the traditional concerns. “Lately, new causes of concern have appeared, stemming, inter alia, from the accelerated pace at which the Government changes laws, sometimes after insufficient consultation with the stakeholders and, quite often, with a material impact on the business environment. Last but not least, Romania still has to prove that it has an effective state apparatus that is ready to help businesses realize their plans in due time and within reasonable terms” says Bologa. In spite of the challenges faced in 2017, Romania was the country with the fastest-

Corporate M&A

Monica Cojocaru, Schoenherr Bucharest

“Investors are cautiously weighing the challenges the business will face going forward, such as the availability of skilled work-force, education, infrastructure”

growing economy in Europe, with its GDP increasing by 6.8% in real terms, the best rate of growth since 2008. In addition, the inflow of foreign direct investments has increased by 20% in 2017 compared to 2016, according to the data provided by the National Bank of Romania. Furthermore, on 1st January 2018 additional tax cuts came into effect, making Romania one of the lowest tax jurisdictions in the EU. Theoretically, the low tax regime should favour industrial investment and start-up initiatives equally. However, time will tell whether such measures will in fact bring the desired result or whether they will prove to be a double-edged sword. Odds are that such measures alone will not ensure the same growth rate as before and sustainable development in the future. “To conclude, says Bologa, Romania is still interesting for investors and may present tremendous opportunities for those who are willing, patient and skilled to navigate through the sometimes – troubled waters of the Romanian economy, legal and tax framework. Diligence in assessing opportunities and good advice are required more than ever.” But, the above mentioned figures can always change in a snap. “It takes little time and not much political effort to do so, unfortunately.” says Prof. Dr. Jorg K. Menzer, Managing Partner, Head CEE Offices at Noerr. “Frequent changes in legislation are definitely a threat. I would also add the well-known issues of poor infrastructure and the weak and slow public administration, which can strongly

Alexandru Birsan, PeliFilip

“Romania has had very good macroeconomic data for quite a few years in a row. Investors are obviously attracted by this.”

influence businesses. These are risks that are always mentioned in any report and investment recommendation regarding Romania unfortunately. These were also the main reasons for Mercedes and BMW who chose Hungary again for further investments. Instead of further integration in the EU and stronger ties to Western Europe, Romania seems to have weakened these connections,” says Menzer. Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii, argues that the main threats have historic roots and although progress has been made, hurdles remain. “There are structural or systemic hurdles and there are circumstantial ones. First, the legal framework remains inconsistent and the sense that a master-legislator exists and operates still misses. Secondly, regulated businesses still suffer from a highly bureaucratic and inefficient administration, while compliance programs and in general, business licensing, monitor and control processes are often unpredictable. Finally, and more culturally, there is a rather low level of performance of commitments ethos displayed, unfortunately, by many actors in business,” says Nitu. Romania is for many reasons an attractive go-to place for investors believes Mihai Voicu, Partner at ONV Law. “The trouble is that, in the meantime, it is also more and more unattractive for the same investors. It is left to the individual investor to balance the advantages: EU member, Skilled work, less expensive human resources, reasonable tax rates with the numerous and far reaching disadvantages: unpredictable legal and fiscal environment, public spending, uncoordinated public investment, shortage of the labor force, high bureaucratic cost of operating a company in Romania. I believe that the Government should make more efforts to make Romania less unattractive, then to make it more attractive. Also in this effort, one should be aware that the competition on investor’s money is fierce. Several States in the EU and in The World have moved into the future vary fast

Which Lawyer in Romania

Gabriela Cacerea, NNDKP

“The lack of predictability as regards the general environment may unfortunately annul the medium term growth prospects that our country continues to have” and implemented creative measures that made for friendly investment environments. The “services” or “the product” the investor buys when choosing a jurisdiction have become much more sophisticated then flashing a fixed low income tax. Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii shares this opinion: „Based on the economic indicators, Romania is the `go-to` investment destination these days, rather than being uncertain and risky. Also, depends on the investors, the strategic ones are looking more to the infrastructure availability and workforce, that is to say that they are more concerned about how public authorities react and are involved in tackling those issues, as opposed to the financial ones that are looking more to the GDP growth and level of consumption. At the same time, both types are interested in stability (mainly legislative).” “Romania is now perceived by the investors as an emerging market, offering higher return rates then the other countries in the region,” says Carmen Dutescu, Managing associate Voicu Filipescu. But higher risk doesn’t cater to everyone’s taste and prudence is a strong word when it comes to large investments. “Prudence, with diligent mapping of the industry to understand country-specific factors limiting fair competition and vast legislative and administrative practice due diligence, as well as long decisionmaking time and more tedious approval

Corporate M&A

process, has become increasingly common among new debt and equity investors, with particular heights in resource-intense regulated sectors” says Adriana I. Gaspar, Partner, Co-Head of Corporate M&A, NNDKP. She adds that “existing investors have continued capital injection out of the necessity to protect, upgrade or optimize previously developed facilities or business lines. They, as well as opportunistic investors, are more immune to investment deterrents and seem to account for most of the direct investment increase in the past two years.” “Perhaps the best word to describe such feeling is “moderation” argues Madalina Neagu, Partner at Schoenherr Bucharest. „The general perception was that the main drive of Romania’s economic growth is not a sustainable one, and hence Romania will need to find new sources to fuel its growth. Heavier but more stable growth engines will need to be activated, such as infrastructure investments, resuming of privatizations, boosting investments in industry, improving perception of corruption at public level.” A slowdown in the economic growth across the region has been predicted and Romania will not be an exception, mainly as an effect of a slowing consumption. According to the recent statements of the Governor of BNR, private consumption has decreased to 4.1% in first quarter of 2018 as compared to 8.3% in Q4 of 2017, on the back of the fiscal changes regarding social security contributions system. „One could expect a more prudent approach from investors when buying companies in Romania, but I haven’t noticed it so far, on a contrary, things seems to heat even more for 2018 and in the first part of 2019” says Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii. Looking at the investor profiles, in the last few years, the majority of deals in Romania were closed by strategic investors but the trend seems to balance the proportion between strategic and financial investors. “If one looks at the top ten M&A deals, we get a quite balanced mix of investors,” says Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii. Vodafone acquiring UPS is indeed a transaction between strategic players, but then Kleiner Perkins investing in UiPath is sophisticated institutional, same with Lion’s Head acquiring Oregon, to refer to the top three deals. Equally, the real estate sectors are dominated by institutional investors (IFAG, CA Immo, NEPI RockCastle) and they have made quite a number of deals this year. Finally, indeed, other strategic

investors entered the market – as is the case of Akzo Nobel purchasing Fabryo or Phoenix acquiring HelpNet, but even there the sellers involved private equity funds, as Oresa Ventures for example. What is indeed accurate is that we do not see large financial investors as prominently as in more mature markets. In my view, one of the reasons we don’t see them immediately, is that they invest still indirectly in Romanian projects, also because the truly large-scale investments are still in the making. „We have seen an increased interest in the past two years from important global or regional financial investors to pursue deals in Romania says Loredana Ralea – Counsel, Clifford Chance Badea, while Madalina Neagu, Partner at Schoenherr Bucharest, says that “financial investors continue to be interested in sectors that have shown a higher growth potential, such as retail, FMCG, medical services or software/IT. The interest of financial investors appears increasing and Romania seems to be a strong competitor to Poland when it comes to the private equity’s focus in the region.” Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii also believes that it was a quite balanced mix of investors, in terms of overall value of transactions at least. “However, I expect less strategic and more financial investors to show up in 2019; this is because the strategic investors (especially those investing in green/brown fields) are mainly looking to infrastructure and specialized workforce existence and this is a field where Romania is not

Loredana Ralea, Clifford Chance Badea

“Globally, we see that cross-border investment is increasingly politicized leading to diverging attitudes and rules”

Which Lawyer in Romania

Corporate M&A

Carmen Dutescu, Voicu Filipescu

“A strong prerequisite of large investments is the coherence and continuity in the state politics and government strategy”

performing very well, as opposed to the financial ones that are mainly looking for economic growth (GDP, consumption), growth that appears to remain strong for at least 2019 and 2020.” “Without intending to stereotype investor categories, one explanation for the high involvement of strategic investors and the low number of financial investors results from the risks specific to Romania, as well as from the nature of the majority (in numbers, not value) of transactions in the last years,“ says Gabriela Cacerea, Partner, Co-Head of Corporate M&A, NNDKP. Financial investors expect to be able to perform realistic projections and to have a feasible exit strategy. Such requirements are not compatible with the general environment characterized by lack of stability and predictability at many levels, nor are they compatible in many cases with the characteristics of small to medium entrepreneurial businesses, which are the majority of M&A transactions in recent years. On the other hand, strategic investors are driven by long term investments and are more inclined to show the “patience” required to address the inherent risks of the market. In the case of strategic investors, it is more about market expansion and capitalizing on their industry specific know-how and expertise, as well as on the advantages that Romania provides in the context of group strategic growth. In many occasions strategic investors provide the necessary founding and guidance for entrepreneurial businesses reaching their limits. “We note a growing interest by strategic investors, as well as financial institutions, which are keen to invest sums exceeding €100 million per deal. With 12 deals over €100 million taking place in the first nine months, it is quite likely that we break by year end the record set in 2017,” says Ioana Filipescu, Partner Corporate Finance, Deloitte Romania. “In the past years we have actually seen and worked with many financial investors and

private equity funds on a number of deals. Indeed, strategic investors seem to have a better knowledge and risk appetite when it comes to the local market (especially in the IT, Pharma and Manufacturing sectors)” says Ileana Godeanu, Partner at Wolf Theiss. “Nonetheless, private equity funds have become very active on the retail and real estate market, probably due to “fear of missing out” on jumping on the growing curb of local real estate. The next years will probably maintain the same M&A growing activity trend, with an emphasis on IT, financial services, manufacturing and real estate. However, there are signs on deals which started early this year and now seem to take longer in terms of negotiations, since investors are looking to take additional precautions when it comes to spending cash. Considering that the recent local M&A activity was rather broadly spread across multiple business sectors, such as IT, financial services, real estate, manufacturing and telecom, Romania is not only perceived under the regional umbrella as a country with a low-cost labor and attractive tax regime for investors, but also as a country with sophisticated and highly qualified workforce capable of delivering high standard work. We have seen this especially in the retail and technology sectors. Even though a slowdown of the existing fast paced economic growth is inevitable, this should not lead to a sceptic approach of potential investors as long as the positive growth trend is maintained.” “I continue to see strong interest from

financial investors, but they are always looking for large targets. In a smaller M&A market, like Romania, one or a few transactions tend to generate an impression of the market and then we can see a trend where there is only chance and randomness. There is no downturn in the interest of financial investors, if anything, there is an increase,” says Alexandru Birsan, Partner, PeliFilip. Summarizing the general feeling about M&A market in Romania, we asked lawyers which main aspects to point out. “In one line I would say that while other more mature economies in Central Europe seem to have exhausted their growth potential, Romania still has important organic growth potential in almost all key economic sectors, and investors in the region seem to recognize these great opportunities – to acquire strategic assets, proceed with regional consolidations or launch afresh in Romania,” believes Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii. “The general feeling as regards the M&A market indicates that growth will continue, possibly the overall volume of transactions will be a bit higher as compared to the previous year, meaning the total value will exceed 4 billion Euros (as we had back in 2017)” argues Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii. “Quite interesting, this year saw more Romanian entrepreneurs or Romanian companies go invest abroad, with several high-profile acquisitions such as Banca Transilvania/EBRD – VictoriaBank or Transgaz – Vestmoldtransgaz (both deals in the Republic of Moldova). Other Romanian entrepreneurs are also scrutinizing certain regional markets,” added Damian. Monica Cojocaru, Partner at Schoenherr Bucharest, also noted that over the past few years, Romania has continued to see a steadily growing M&A market. “On the one hand, Romanian entrepreneurs have reached a point in the development of their business when they look at the possibility to attract investments that would allow them to further grow. On the other

Anca Danilescu, ZRP

“The M&A Romanian market was dominated by two types of transactions: domestic projects and multi-jurisdictional transactions”

Which Lawyer in Romania

Ruxandra Bologa, NNDKP

“New causes of concern have appeared, stemming, inter alia, from the accelerated pace at which the Government changes laws, sometimes after insufficient consultation with the stakeholders” hand, we have sufficient international brands operating in Romania, so that we see a good share of cross-border M&A deals in our country. I would say that, although investors continue to be prudent in evaluating opportunities, the outlook is rather positive, and this is also reflected in the number of deals on which we have assisted lately.” Ruxandra Bologa, Partner, Co-Head of Corporate M&A, NNDKP believes that: “even if the Romanian M&A market experienced an increase in terms of the total number of M&A transactions and the total value of M&A transactions, it will be challenging to maintain the same level of investment and M&A activity in 2018 and 2019. “For the time being, the first half of 2018 seems to have kept up with the positive trend and we can only hope that rise in consumption and stable economic outlook (if achieved) will encourage foreign investors to look closely at the Romanian market.” “2018 has great potential in terms of number and value of deals, being one of the best in recent years so far says Loredana Ralea – Counsel, Clifford Chance Badea. We saw important entries in complex regulated markets like Financial Services (the J.C. Flowers & Co. takeover of Piraeus Bank, and BNP Paribas Leasing’s acquisition of shares in two Romanian companies). There are also stronger investment flows from Central and Eastern Europe countries,

Corporate M&A

mostly the Czech Republic and Poland, in Real estate, retail or TMT, with the recent example of Czech Media Invest taking over radio assets from Lagardère Group. Romanian entrepreneurs that have grown strong businesses have the attention of both strategic, and financial investors, and the market is definitely busy. Mega-deals sealed recently at global headquarters have had strong echoes locally, if important assets were involved (like the recent Vodafone – Liberty Global deal, or the China Investment Corporation takeover of a pan-European company from Blackstone, in 2017). However, the market remains dominated by medium-value transactions, and consolidation is mainly driven by alliances between local companies (a trend visible in healthcare and retail, for example). The stars in the local M&A market in 2017 seems to have been manufacturing, with financial services and IT&C, retail and real estate following closely. What are the predictions for the next years? Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii, says that:: “significant transactions, in number and in value, are undergoing in virtually all sectors, from industrial to energy, oil and gas, from real estate to agribusiness, in the financial sectors, banking and capital markets, in the IT and Telecommunications, healthcare and pharma or service sectors more generally. “The Information Technology Businesses is, for good reasons, a source of national pride and numerous transformations are taking place in the industry. We do have now a strong and matured market having reached a high degree of sophistication, as one can see technology start-ups mushrooming, but also big IT corporations and institutional investors betting on the Romanian IT established businesses,” he adds. Another national economic flagship features the retail, food and agribusiness. Taken together, these make annually a multi-billion Euro market raising an ever

more increased investment appetite. In the same league, the real estate – construction sector, which posted tremendous growth and a number of landmark projects – new developments and acquisitions – is making headlines in 2018 after years of growth. “Notable movements are set to take place in all oil, gas and energy sub-sectors as well,” predicts Nitu. “The sectors with the most deals ranged from real estate, FMCG to healthcare and pharmaceuticals, which grew significantly due to growth in purchasing power and to the tech sector, which is quite prevalent in Romania,” says Oana Filipescu, Partner Corporate Finance, Deloitte Romania. „We continue to see intense M&A activity and interest in the Technology field, while traditional areas remain active – financial services, healthcare, energy, real estate and construction, retail and Consumer Business. Also, agribusiness has seen important deals recently, both in land acquisition, and M&A,” says Loredana Ralea – Counsel, Clifford Chance Badea Ruxandra Bologa, Partner, Co-Head of Corporate M&A, NNDKP estimates that: “the most active target industries for M&A will be healthcare, technology, real estate and agriculture. Consolidation is expected to continue in these sectors, given that the market is quite fragmented, with relatively few large players.” “What are the predictions for the next years? IT&C will continue to grow, thanks to a healthy trend of the IT industry which focuses more and more on innovation and added value and less on out-sourcing as it used to be. Real estate will be on the rise, but unfortunately not sufficiently based on the output of constructions and infrastructure “engines” as we would all wish,” argues Mihai Voicu, Partner at ONV Law. Lucian Bondoc, Partner, Bondoc si Asociatii points out that: „the most likely to attract investors interest are manufacturing, oil & gas, logistics, healthcare, transportation, IT&C, energy, real estate and banking/ financial institutions.” 

Mihai Voicu, ONV Law

“I believe that the Government should make more efforts to make Romania less unattractive, then to make it more attractive”

Which Lawyer in Romania

Corporate M&A

Most representative projects BIRIS GORAN SPARL

Assisted CloudTreats Inc., in the sale of its local subsidiary food app developer company, to giant Delivery Hero, global leader in online food ordering headquartered in Berlin, Germany. Assisted Global Vision, leading Romanian real estate company offering property development, property and facility management and building construction, in the joint venture between one of its companies - Global Asset Development and an Austrian partner for the acquisition and development of a commercial and warehousing project near Ljubljana’s Airport Brnik. The assistance included various corporate, real estate, financing and tax matters and involved collaboration with Austrian and Slovenian counsels. Assisted ECC Romania, leading company in consulting and debt management, with respect to a cross-border merger with Fire Corporation. The work involved coordination with the lawyers in Luxembourg and Italy. The law firm handles all legal and tax work in this matter, working closely with the client counsels from Italy and Luxembourg. Assisted Hagag Development Europe, an affiliate of Hagag, the leading Israeli real estate developer, on all their acquisition in Romania, including: the acquisition of a 6-ha piece of land for the development of a residential project in Bucharest next to Pipera Lake, a €90 million investment as well as further development assistance. The acquisition and project development of three landmark properties on Calea Victoriei, in the heart of Bucharest for luxury residential project development. The assistance includes legal due diligence, negotiations and transaction documents and continues with assistance during the development stage and finally the sale of the residential units. Assisting Romanian investors in the hostile takeover of Romprim SA, a leading Romanian fire-fighting and other special vehicles manufacturer, formerly state – owned company. This was a complex acquisition which involved more than 100 sellers - individual persons with an acquisition procedure divided in steps. The team also provides to the client day to day assistance on corporate, employment and litigation matters. Specialist lawyers: Teodora Motatu, Raluca Nastase, Daniela Lazea, Ana Fratian.

BOGARU & ASSOCIATES

Acting for an international transport company to the purchase of Romanian subsidiaries. Acting for foreign strategic investor in Romania; carrying out legal due diligence and advising the client on the impact of Romanian law and European law especially with regard to competition matters. Acting for international investment fund in connection with major acquisition in Romania. Acting for international bank in connection with proposed purchase of financial advisory company in Romania.

BONDOC SI ASOCIATII

Assisted Oltchim, the largest Romanian company in the business of chemicals, in connection with the complex sale of its assets in insolvency. During the period of reference the sale of one bundle was closed in relation to the company Dynamic Selling, while the sale of other 6 bundles continued towards Chimcomplex, the closing being pending. This is the largest project in the chemistry industry in the past 10 years. Assisted MidEuropa in connection with the acquisition of Profi Retail. This was the largest private equity acquisition in Romania ever and the largest transaction in the retail sector in the past 5 years. Assisted JD Norman Industries Inc., a USbased manufacturer of steel components for the industrial area, in particular for the automotive industry, in connection with all Romanian law aspects related to the acquisition of REGE Automotive Brasov under a transaction signed at the end of last year and successfully finalized in early 2018. The transaction concerned the shareholdings of REGE Group held in several countries, including Germany and Romania, and involved numerous advisors outside Romania. Assisting Clariant, one of the largest chemicals groups in the world, in connection to the establishment of two plants. The transaction involved complex corporate and commercial legal assistance, as well as numerous regulatory and real estate aspects. Assisted Leading Edge Materials Corp Woxna in connection with a complex joint venture with a Romanian partner regarding a Romanian company with mining licences over an area with litium. Assisted Oltchim in connection with the complex sale of its assets in insolvency.

During the period of reference the sale of one bundle was closed in relation to the company Dynamic Selling, while the sale of other 6 bundles continued towards Chimcomplex, the closing being pending. This is the largest project in the chemistry industry in the past 10 years. Specialist lawyers: Lucian Bondoc, Simona Petrisor, Monica Iancu, Mihaela Bondoc, Cosmin Stavaru, Bogdan Bunrau.

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII

Acted as sell-side lawyers in sale transaction of Tibbett Logistics – the leader of Romanian contract logistics industry to one of the oldest shipping companies in the world located in Japan, Keswick Enterprises - acquired by Yusen Logistics. The lawyers have been involved in all stages of the transaction, including the review and negotiation of the transaction documents, assistance for sell-side due diligence exercise, assistance during the negotiation with the buyer, as well as successful completion of the transaction including the obtaining of clearance from Romanian Competition Authority. Due to provision of our innovative and dedicated approach, the transaction was negotiated and completed in record time for such deals – approximately 4.5 months. This was one the few transaction in logistics field in CEE region in last decade. The law firm provided extensive legal assistance in connection with successful IPO of Xpediator Group on the AIM London Stock Exchange. The assistance included performance of due diligence on several Romanian companies - Delamode Romania, Affinity Transport Solutions, providing legal advice on Romanian legal matters, review of the transaction documents for compliance with Romanian legal provisions. Provides ongoing legal support in connection with various aspects/issues related to the business activity of the client, Romania Hypermarche - Louis Delhaize Group Cora Romania, such as: assessment from legal perspective of the business activity carried out by the client; legal assistance and representation with respect to several corporate matters of the client; preparing and reviewing material contracts required for operation of the business including mainly with the main customers/ suppliers of Cora Romania; assistance and representation of Cora Romania before the relevant public authorities.

Legal Opinion

GDPR: The Big Brother Employer Roxana Iordache, Senior Associate, SCA Ionescu si Sava

In the wake of the technological developments in recent years, the ways in which employers exercise the right to exert the control over the fulfillment of job-related duties by employees is becoming more and more intrusive. On an ever larger scale, this control extends beyond the boundaries of the employment relationship, allowing the employer access to information regarding the activity of the employee even outside working hours. The entry into force of the General Data Protection Regulation raises several interesting issues. In analyzing the impact of the Regulation on the technical means used to supervise the activity of the employees, one must consider not only the rights and liberties of the employees, as data subjects, but also the obligation of the employer to implement technical and organizational measures that ensure the security of personal data, particularly as the processing by electronic means is gaining more and more ground. The first step in ensuring conformity in using such technical means is to abide by the lawfulness principle, by properly identifying the legal ground on which the employer processes personal data generated through such systems. There are many cases in which employers consider the consent of the employees as valid ground for such processing. It is obvious that in this situation the consent of the employees cannot be expressed freely and does not meet the requirements of the Regulation. In reality, the processing of personal data is based either on the legal obligations of the employer, or the performance of the labor agreement, or a legitimate interest of the employer. The use of certain means of surveillance, such as automated timekeeping systems or video-surveillance systems, is obvious and quasigeneralized. Apparently, the use of such systems does not pose particular problems, to the extent they are limited to what is necessary in order to achieve

the purpose of the processing, and the employees are properly informed on their existence and the extent of the surveillance. In practice, however, we have encountered many situations in which the actual implementation is in clear breach of the Regulation, either by extending the surveillance methods beyond what is necessary in order to achieve the purpose, or by breaching the obligation to properly inform the data subjects on the processing. There are other electronic surveillance means, however, which by their very nature may have a major impact on the rights and liberties of the data subjects. Such an example is the use of endpoint management systems that allow the employer to centrally manage all terminals used within the organization, whether fixed or mobile. Their use brings obvious benefits: remote technical assistance, automatically installing and updating software, control over the use and transfer of data. The issue is that the technical possibilities of these systems may turn the employer into a real Big Brother. They allow the employer not only to have access to all data and information on or transferred to and from the device, but also to view the geolocation data or the messages exchanged through messaging systems installed on the device. As the use of mobile devices gains momentum, the existence of these capabilities allows the employer to trace the location of the employees at any moment, including outside working hours, if the employees carry with them the mobile device. Add to that a possible obligation inserted in the internal regulation of the company (real case) to answer the company mobile phone at any time, even after working hours, and it is obvious that we are dealing with a severe violation of the rights and liberties of the employees. A similar effect may be generated by the use of GPS tracking systems on company vehicles. This does not mean that the employer

cannot use such technical means. For this purpose, certain remedy measures must be implemented in order to limit their impact on the rights and liberties of the data subjects. Firstly, informing the employees about the existence of such systems must be done separately from any other communications on the processing of personal data, in order to ensure a clear understanding of the processing. Moreover, to the extent this does not prevent the achievement of the intended purpose, supervision must be limited to what is strictly necessary to achieve the purpose â&#x20AC;&#x201C; by limiting the time frame within which surveillance is exercised or its scope by excluding certain applications from surveillance. Finally, access to data resulting from surveillance means should be restricted, both in terms of people who have access to data, as well as in terms of their effective use. Regardless of the technical means for implementing these surveillance methods, the impact assessment provided under art. 35 of the Regulation is mandatory and, in many cases, it is advisable to consult the authority before implementing such systems.

Which Lawyer in Romania

Provides extensive legal assistance to Emsa Capital in connection with its investments on the Romanian market. The law firm covers a wide range of legal areas – M&A, corporate, competition, contracts, assistance on day-to-day matters, required in order to maximize client’s investment in Romania. The law firm renders current legal assistance for the Romanian subsidiaries of Simacek Group, with respect to various company law related aspects/issues, including assessment of business activity from legal perspective, drafting and reviewing contracts, as well as other corporate documents. Advised the client in a wide range of the corporate and commercial matters, such as corporate restructuring, share capital increases, remedies of negative equity ratios, etc. Likewise, the team assists the client in connection with implementation of a reorganization process involving certain entities in Simacek Group. The law firm currently acts as exclusive provider of legal services for Norauto, the Romanian subsidiary of French-based Norauto Group. The team is involved in various matters concerning Norauto activity on the Romanian market, including corporate and commercial, contracts review and negotiation, data privacy, consumers’ protection and regulatory matters. Providing day-to-day legal assistance to Benefit Seven in various fields, including drafting and reviewing the commercial agreements; drafting/rendering legal opinions on various legal aspects relating to business activity of the client. The law firm is currently advising the Romanian non-banking financial institution GoodBee IFN- subsidiary of Erste Group, on day-to-day business activity carried out on the Romanian market. The assistance includes corporate and commercial matters - including representation and sustaining files before the Trade Registry; review, negotiation and advice on commercial contracts; providing general legal advice. Advised venture capital fund Sparking Capital in signing a seed investment contract with Romanian toy company Evertoys, a fast growing and innovative e-commerce business. The team assisted the client during all stages of the transaction, including conducting of legal due diligence over target company, preparing and negotiating the transaction documents, as well as providing assistance with posttransaction matters. The law firm provides continuous and extensive legal advice for EshopWedrop. com, an innovative online solution in transportation of goods across the

Corporate M&A

Europe for consumers and small/medium enterprises. Assisted the business towards expanding the business model in a number of European countries, including Albania and Cyprus. Specialist lawyers: Sergiu Gidei, Radu Boanta, Nicolae Ursu.

CLIFFORD CHANCE BADEA

Advised BNP Paribas Leasing in the acquisition of the Romanian operations of IKB, a German-based group offering leasing solutions, June 2018. Advised Czech Media Invest - CMI, a leading media group, on the acquisition of the regional radio assets of multinational media conglomerate Lagardère Group, a regional transaction valued at €73 million April 2018. Advised J.C. Flowers & Co. in relation to the acquisition of Piraeus Bank Romania by funds advised by J.C. Flowers & Co., a deal marking the American investor’s entry on the local market December 2017. Advised the independent European private equity firm Vitruvian Partners in relation to its acquisition of a 30% stake in BitDefender, a leading global cyber security technology company December 2017. Advised EBRD in relation to it acquiring an equity stake in Black Sea Oil & Gas, an independent oil and gas company based in Romania - November 2017, and, separately, in relation to becoming a shareholder in Agricover Holding, a major Romanian group including agri-business activities, agri-finance services and agrifood activities - October 2017. Specialist lawyers: Nadia Badea, Loredana Ralea, Mihai Macelaru,Radu Costin, Lavinia Nucu,Ecaterina Burlacu, Diana Crangasu.

DENTONS EUROPE

Advised a leading global investor Kohlberg Kravis Roberts (KKR), in one of the largest deals ever undertaken by the global firm,on its binding offer of €6.825 billion - on a debt-free, cash-free basis - for the Spreads business of FTSE-100 company Unilever plc. Acted as legal counsel to a Fortune Global 500 company CEFC China Energy Company in its acquisition of a majority stake in KMG International, a unit of Kazakhstan’s state oil and gas company, which owns refining and fuel distribution assets in Europe. Advised the US chemical manufacturing company FMC Corporation on specific Romanian law aspects in connection with one of the two transformative global transactions with DuPont. The transaction consisted of the acquisition by FMC of

a portion of DuPont’s Crop Protection business. Advised multinational insurer in a major acquisition having as object the insurance division of another multinational group, targeting a number of Eastern European countries. Advised CPI Property Group on the share acquisition of a portfolio of 11 retail properties from CBRE Global Investors, with a total leasable area of approximately 265,000 square meters (including shopping centers in Romania, the Czech Republic, Hungary and Poland). Specialist lawyers: Anda Todor, Cristina Daianu, Claudiu MunteanuJipescu.

GRUIA DUFAUT LAW OFFICE

Assisted an international group in takingover a Romanian company active in the biotechnology research. Advised an important company, owned by an American investor, active in the sugar production industry, during the negotiations for the sale of several sugar factories Assisted a major international company active in the field of construction and transport infrastructure, in respect to the sale of its shares owned in a Romanian company specialized in construction and transport infrastructure. Assisted a worldwide French group active in the food industry during the reorganization of trade activity and production, through several operations - closing, collective dismissal, sale of assets, reorganization procedures with various authorities, social capital increase. Assisted a French investor in selling its shares in one of the most important company in clinical and laboratory investigations; Advising multinational company active in the security market for a major acquisition of several Romanian companies activating in this sector. Specialist lawyers: Dana Gruia Dufaut, Loredana Van De Waart, Cristina Bojica, Teodora Koletsis Gabriela Popescu.

IONESCU SI SAVA

Provided legal assistance to EEC Investments S.A. and Ethos House Investment S.A. for the sale of the share capital held by the clients in a Romanian company, which owned the office building - Polona Business Center. The corporate and commercial team assisted the clients during the entire sale process of the project company, structured as a share deal. The team was involved in this transaction from the beginning of the negotiation process with

Which Lawyer in Romania

the buy side, providing assistance with regard to the sale documentation and for successfully closing the deal. The corporate team has assisted Mojito Software in the implementation of the first car-sharing project developed in Bucharest, Romania, in collaboration with several financial institutions. The law firm provided legal assistance and consultancy services for drafting and conclusion of the service agreement between the client and its collaborators in respect to this project, worked together with the client’s development team on drafting the terms and conditions of the on-line application and successfully aligned the client’s procedures and policies in accordance with GDPR provisions despite the challenges arisen along the implementation process. The team designed and implemented an effective privacy and data security plan for Romstal Group. In this regard, the team performed an audit upon the type of information collected and processed by the group, analyzed the legal framework and applicable legislation, reviewed the internal existing group policies, analyzed and evaluated the security risks and designed and implemented custom-made legal solutions in accordance with the provisions of data protection legislation. Also, the law firm is acting as data protection officer for all entities within Romstal Group. The commercial and corporate team is assisting Resolute Lar Romania S.A. on all day-to-day matters regarding various portfolios of NPLs the client is managing on behalf of several financial institutions and asset and property management services it is providing in relation to the real estates owned or administrated by it. The corporate and commercial team has assisted the client in handling all corporate matters for the SPVs under management, as well as in all commercial and M&Arelated issues with regard to the managed companies and assets. Provided and continue to provide to Autoklass Center legal assistance and consultancy services for the compliance with the provisions of the new data protection regulation – GDPR. In this regard, the team performed an audit upon the type of information collected and processed by the client, reviewed the internal existing group policies, analyzed and evaluated the security risks and designed and implemented custom-made legal solutions in accordance with the provisions of data protection legislation. Currently, the law firm is also acting for the client as data protection officer. Specialist lawyer: Radu Ionescu.

Corporate M&A

KINSTELLAR

Advised Nidec Corporation, a leading Japanese manufacturer of electric motors, on the Romanian law aspects related to the acquisition of Leroy-Somer and Control Techniques businesses from Emerson Electric Co. Motors, in a transaction amounting to $1.2 billion. Advised the shareholders of Promat Comimpex and Agroind Cauaceu, two of the largest agribusiness companies in Romania, on the sale of 40% of their shares to Ameropa, a leading Swiss grain and fertiliser trader. Kinstellar advised on all aspects of the transaction. Advised the US company Pandora Media Inc. on the Romanian law aspects of its acquisition of a leading digital audio ad tech firm, AdsWizz. Following the transaction, AdsWizz will become a subsidiary of Pandora, thus enabling Pandora to significantly increase its access to the growing audio streaming market. Advised US-based Idera, Inc., the parent company of global B2B software productivity brands, on the acquisition of Froala Labs, a Romanian start-up that develops tools for web and mobile app programmers. The team advised on all aspects of the transaction. Advised UniCredit S.p.A. on the Romanian aspects related to the sale of Pioneer Investments to Amundi. The transaction has generated a consolidated net capital gain of €2.2 billion for UniCredit in 2017. Specialist lawyers: Razvan Popa, Zsuzsa Csiki, Mihai Coada.

SCA MITEL & ASOCIATII

Have been providing full legal services in various corporate & commercial matters regarding all aspects of Airbus Helicopters’ business relations and day-to-day activity. Continued to advise on all corporate and commercial matters and permitting procedures related to the day-to-day activity of the Romanian companies of Stericycle Group, which is the market leader in Romania and a leading global provider of medical waste disposal services. Advising GED Eastern Fund II in connection with all M&A matters regarding its strategy for exiting the Romanian market. The law firm is currently involved in GED divestment projects, covering a full range of services, including vendor due diligence reviews on all target companies, identifying and assisting with the implementation of potential legal improvements in order to prepare the companies for the exit process, negotiating with potential buyers and investors, and coordinating all corporate formalities and day-to-day legal assistance required by the companies in GED’s portfolio. 34

For over 14 years, the law firm has been involved in virtually all aspects of the business relations of Arabesque (the largest distributor of building materials and finishes, with a complete portfolio of products and services, acting both domestically and regionally). In particular, they have been dealing with all M&A and corporate matters of Arabesque Group, as well as negotiation, drafting and advice on a wide variety of commercial contracts, financing documentation, data protection matters, competition and regulatory matters. Exclusive legal counsel for Lear Corporation in Romania, servicing all its four plants located in Pitesti, Campulung and Iasi for more than 16 years in connection with a wide range of corporate & commercial matters related to their day-to-day business in the automotive industry. Specialist lawyers: Sorin Mitel, Madalina Paisa.

MARAVELA&ASOCIATII

Acted for Betty Ice in one of the most significant FMCG transactions of 2018, the sale of Betty Ice to Unilever. The law firm’s role related to: the sale of Betty Ice in a complex bidding process involving multiple bidders, and a partial spin-off preceding the sale. The work included assisting in relation to the buyer’s due diligence and bidding process, drafting and negotiating all transaction documents, assistance regarding closing and postclosing aspects, assisting in relation to vendors’ due diligence, and handling competition compliance matters. Retained by Chimcomplex, leading Romanian chemicals producer in relation to the acquisition of the business of Oltchim SA, one of the CEE’s leading chemicals producers currently undergoing insolvency and state aid investigation by the European Commission. Chimcomplex is part of SCR Group, the leading industrial group with over ten industrial companies including the most efficient cogeneration plant in Europe. The work covered due diligence, the tendering process, the negotiation of the transaction documents, exchanges and notifications to relevant authorities - Competition Council, European Commission, and environmental agencies, post-acquisition implementation, and financing. Retained by an award-winning IT company and one of the most important IT integrators in the region, with regard to the sale of its business to the largest telecoms player in Romania. Currently in insolvency, the company is known internationally for its state-of-the-art cloud, GIS, UAV, BPO and SCADA technologies and systems. The law firm’s role covers due diligence, the

Which Lawyer in Romania

Corporate M&A

tendering process, the negotiation of the transaction documents, exchanges with and notifications to the relevant regulatory authorities - Competition Council, European Commission, post-acquisition implementation, and financing. Currently assisting an important hi-tech aviation equipment producer with regard to the sale of a minority share package of its business of approximately €60 million in order to finance the development of a hitech plant in Switzerland for the production of state-of-the-art scanners for aircraft. The firm is the lead counsel. Assisting the vendor in all legal aspects of the transaction, covering the due diligence process, the structuring of the transaction, and the drafting and negotiation of the transaction documents. The matter is notable due to the size of the transaction and the high profile of the client, and also our role as lead counsel in a significant cross-border matter. Assisting Nordic Petfood Production and Nordic Petfood distribution, leading producers and distributors of pet food, in all aspects of the transaction consisting of the sale of the business to United Petfood. Assistance included due diligence, drafting and negotiating the transaction documents and terms. Competition clearance assistance is currently ongoing. Specialist lawyers: Gelu Maravela, Alina Popescu, Alexandra Rimbu, Dana Radulescu.

consumer products company, in connection with the $2 billion sale of its global battery and portable lightning business to Energizer Holding Inc., one of the world’s largest manufacturers of primary batteries and portable lighting products. The transaction is expected to close before the end of the year, subject to regulatory approval. Advises a leading global producer of industrial minerals in connection with the potential acquisition of the entire stake of one of the main players on the Romanian market, acting in the field of raw materials import and distribution for chemical and food industry. The team is involved in all stages of the acquisition process, including performing the legal due diligence process, negotiating and preparing the transaction documentation, notifying the Romanian competent authorities - without limitation, Romanian Competition Council and, in general, assisting the client in all matters related to the acquisition process. Specialist lawyers: Gheorghe Musat, Razvan Stoicescu, Iulian Popescu, Paul Buta, Andrei Ormenean, Manuela Lupeanu, Adrian Danciu, Serban Halmagean, Monia Dobrescu, Razvan Graure, Roxana Bujoreanu, Anca Vatasoiu, George Chiocaru, Anca Simeria, Cristian Cepesi, Ana-Maria Abrudan, George Cata.

MUSAT & ASOCIATII SPARL

Assistance to a leading international healthcare and diagnostic services provider in the acquisition of a medical network in Constanta. The law firm has provided assistance in relation to the drafting and negotiation of the transaction documentation, as well as assistance for the implementation of the transaction from Letter of Interest until closing. Assistance to one of Europe’s largest manufacturers of fasteners in the exit from the Romanian and Polish market. The law firm has provided assistance in the structuring and revision of transaction documentation, as well as assistance during negotiations, implementation of conditions precedent, assistance between signing and closing. Assistance to a major company active in the European processed meats sector in the acquisition of the leading Romanian meat products producer. The law firm has provided assistance in the structuring of the acquisition, due diligence over the five Romanian companies operated by the company, massive local law advice over a complex transaction package, including, corporate governance, IP, financing, competition, labour and tax matters;

Assisted an international shipyard group, in connection with the acquisition of the biggest shipyards in Romania with over 2,000 employees and a turnover of over €500 million. The mandate envisaged unique characteristics, involving negotiations with both the selling company and the other shareholder of the target, a Romanian state owned company. Advised Crucero Limited, in relation to the acquisition of High-Tech System & Software, a leading Romanian IT software provider for pharmaceutical companies, having a transaction value of over €16 million. Assisted the local subsidiary of a leading IT & BPM services provider delivering ITBPM services comprising of application development and maintenance, mobility, testing, analytics, contact center services, back office services and consulting services to the entire spectrum of travel, transportation and hospitality domain, to perform an internal legal due diligence process aiming to assess and facilitate the possible selling to a third party of the local business. Advises Spectrum Brands Unit, a $5 billion

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

primary drafter for the Romanian law documents; negotiation; signing, closing and post-closing matters. Assistance to a leading worldwide manufacturer and supplier of a broad line of passive electronic components and interconnect products in the acquisition of a division of a global provider of engineered electronics. The law firm has provided assistance in relation with all Romanian law aspects of the transaction, from due diligence to advice on the transaction documentation, closing and post-closing matters. Specialist lawyers: Gabriela Cacerea, Ruxandra Bologa, Adina Chilim-Dumitriu, Adriana. I. Gaspar, Corina Dumitru, Razvan Vlad.

NOERR

Advised on the acquisition by the mobility division of Daimler Group of two Romanian companies, Clever Tech SRL, owner and developer of the well-known IT application “Clever Taxi”, and its subsidiary Clever Tech Sud. The acquisition is part of the Daimler Group’s European strategy to expand its mobility services and enter the Romanian market. The deal enjoyed large press coverage due to its unique set up, i.e. investment by Daimler into a Romanian start-up, setting an encouraging signal to the Romanian independent entrepreneurial business environment. Advised on asset deal/sale by BayWa of its entire grains storage business to RWA Raiffeisen Group. The complexity of the transaction is driven by the size of the players involved and by the fact that, by selling its entire grain storage operations to RWA, BayWa exited the Romanian market Advised on the restructuring of business activities in Romania, by intra-group transfer of the Romanian subsidiary, Stada M&D, from Stada Russia to Hemofarm AD (Serbian company part of Stada Group). Advice on the acquisition of all the shares in Buse Gaz Romania, a key player on the Romanian industrial gases market and a direct competitor of Messer. Advice on selling the Romanian subsidiary, Trost Auto Service Technik SRL, to Autonet Group, one of the leading automotive repairers in CEE Specialist lawyers: Rusandra Sandu, Luiza Bedros, Gabriel Popa, Adrian Georgescu-Banc, Cristina Stamboli.

ONV LAW

Advised a leading international provider in the automotive (screw-cutting) industry on the French Public Investment Bank BPI equity investment, related to its 2 subsidiaries established in Romania.

Which Lawyer in Romania

Advised an international investment fund on a multimillion Euro acquisition of shares in a leading Romanian food distributor. Advised a Romanian-Italian renewable energy company on various corporate matters and provided legal opinion related to the administrator’s liability and possible corporate risks following the diminishing of the company’s net assets. Advised an international real estate investment fund on the Romanian law aspects related to the increase of share capital through the conversion of intragroup shareholder loans, on the evaluation, administration and liquidation of its assets and the administration of its Romanian properties, worth tens of millions of Euros, and in its relation with the Romanian authorities. Advising a leading Romanian manufacturer specialized in the construction, upgrading, repair, and maintenance of various types of railway rolling stock on its partial spin off to a newly set up stock company. The company has been on the market for more than 100 years. Specialist lawyers: Mihai Voicu, Catalina Lazar, Vlad Bastucescu, Lorena Ciobanu.

PACHIU&ASSOCIATES

Assisting WPP Group in closing a land mark acquisition of a leading Romanian market research company in a transaction spanning several years following which one of the biggest relevant players emerged, value of the transaction several million euro. Assisting some Central European investment funds in successive acquisitions of Romanian players on the online market. Assisted throughout the due diligence process, transaction documents negotiation and signing, as well as on post-closing and implementation stages; value of the transaction several million euro. Assisting Warimpex, an Austrian real estate development and investment company, during the sale of the majority stake of a Romanian based company which owns the only 4-star hotel located near Otopeni International Airport. Ensured assistance on the multiple facets of the transaction, including real estate and corporate matters related to the implementation of the transactions; value of the transaction several million euro. Assisting WPP, the worldwide leading communication and advertising company, in an intricate local merger, ensuring portfolio consolidation and cost optimization, value of the transaction several million euro. Specialist lawyers: Alexandru Lefter, Marius Nita, Cosmina Sima, Radu Noslacan

Corporate M&A

PELI FILIP SCA

Assisting Banca Transilvania in relation to the acquisition of 99.15% of Bancpost’s shares and of 100% of the shares issued by ERB Retail Services IFN and ERB Leasing IFN, companies part of Eurobank group. This transaction was the largest M&A transaction on the Romanian banking market in 2017. Assisting the British group, Kingfisher PLC, one of the largest European DIY chains, present in Romania through the Brico Depot brand, in the acquisition of Praktiker Romania, one of the largest DIY retailers in the country. The transaction was very important for the British group, as it consolidated its position in a rapidly growing market. Assisting RCS&RDS SA a leading regional telecommunications operator, in relation to the acquisition by its Hungarian subsidiary, one of the leading satellite and cable operators in Hungary, of shares representing in total 99.998395% of the share capital and voting rights of Invitel Tavkozlesi Zrt., one of the key operators on the Hungarian telecommunications market, from China Central and Eastern Europe Investment Cooperation Fund SCS SICAV-SIF. Assisting Kameran Financial Limited, a company controlled by businessman Vladimir Cohn, in connection with the sale of the majority packages of shares held in EcoPaper SA and EcoPack, part of a top integrated packaging and paper group in Romania, to DS Smith Plc, a leading Britishbased international packaging business. Assisting the Bucharest Stock Exchange as absorbing company, in connection with its merger with Sibex – Sibiu Stock Exchange SA, as absorbed company, as well as in connection with general corporate matters and specific matters that result from the client’s day-to-day operations. Specialist lawyers: Alexandru Birsan, Eliza Baias, Cristina Filip, Alina Stancu Birsan.

PETERKA & PARTNERS

Legal assistance to Hanes Global Supply Chain Romania, the local subsidiary of Hanes Brands, a market leader in the design, manufacture and distribution of branded apparel, in connection with the preparation of relevant corporate documents as well as registration formalities with the relevant Romanian authorities, in relation to various day-to-day corporate matters. Comprehensive advisory services to the Romanian subsidiaries of XPO Logistics, a leader in the provision of supply chain services, in relation to day-to-day corporate matters, from the revocation and appointment of directors, registration of secondary seats and intra-group transfer of shares in respect of all of their subsidiaries in the CEE region. 38

The project covers five jurisdictions. Legal advisory services to Ganapati Malta, part of Ganapati Group, an international market leader in innovative online game design, in relation to the establishment of a subsidiary in Romania, as well as in connection to various day-to-day corporate matters such as change to the structure of the management board and matters related to the signature rights of the subsidiary’s representatives. Legal advisory services to Oriens Bijuterii, the local subsidiary of Oriens Bijou, a Polish retailer of watches, clocks and jewellery in respect of entry onto the Romanian market by means of incorporating a limited liability company in view of operating business activities in Romania. Legal advisory services to the local subsidiary of Alfa Laval, a world leader within the key technology areas of heat transfer, separation and fluid handling, in connection with various day-to-day corporate matters, such as the powers of representation granted to the management board and related issues on the delegation of such powers. Specialist lawyers: Cosmina Romelia Aron, Letitia Silaghi.

POPOVICI NITU STOICA SI ASOCIATII

Advised Medicover on the acquisition of Phoenix Medical Center, Academica Medical Centers and Pelican Hospital. Assisted Oresa Ventures on the sale of Fabryo to AkzoNobel. Advised Ameropa on the acquisition of 40% of the shares of agribusiness companies Promat Comimpex and Agroind Cauaceu. Assisted Xella on the acquisition of Macon Group. Assisted Voestalpine on the acquisition of the Romanian coating business from Barum Technik. Specialist lawyers: Silviu Stoica, Vlad Ambrozie, Bogdan C. Stoica, Andreea Hulub, Cristian Popescu.

RADU SI ASOCIATII | EY LAW

Providing legal assistance to a Fortune 500 company specialized in paints and coatings for the attempted acquisition of the largest producer of architectural paints on the Romanian market estimated at approximately €100 million. The client took part in the competitive process until its final stage approximately four months in total. The sellers chose to complete the deal with a competitor of the client, mostly due to the fact that the merger clearance procedure would have been much simpler than in the client’s case. Providing on-going assistance to the shareholders of a Romanian market leader

Which Lawyer in Romania

in refrigeration services in connection with the partial exit from the company. The approximately €4 million deal entails the sale of the majority package in the target - via a SPA, as well as the conclusion of a shareholders agreement, management agreements and various other ancillary documents - escrow, distribution, services etc. Assistance with the merger clearance filing - in the context of joint control over the target - is also envisaged. Providing legal assistance to Nordic Petfood Production, the number one producer in Romania of pet food, in relation to the sale of its production and distribution activities in one of the largest transactions this year on the Romanian market. Following a competitive sale process lasting more than 4 months, Nordic Petfood Production signed the contract for the sale of two companies in its group, marking the first stage in the process whereby a Belgian company, one of the major manufacturers and distributors worldwide, is to take over the two entities. Providing legal assistance to a regional bank active in the CEE with respect to the attempted acquisition of a Romanian banking group with Greek capital composed of a bank and two specialized lending companies - e.g., due diligence over a period of two months, drafting of the envisaged transaction documentation. The transaction was estimated at approximately €250 million. The client did no go ahead with the acquisition process because of concerns regarding regulatory approvals to be issued by the National Bank of Romania. Providing legal assistance to the shareholders of a Romanian lender and market leader in specialized consumer loans in the context of selling a controlling stake in the company - e.g., a full scope sell-side legal due diligence, regulatory advice, assistance during the transaction phase. The project is still on-going.. The value of the transaction is estimated at €30 million. Specialist lawyers: Radu Diaconu, Dragos Radu, Nicoleta Gheorghe, Raluca Silaghi, Stefan Mantea, Andrei Stefanovici.

RADULESCU & MUSOI ATTORNEYS AT LAW

Assisting a major company in the medical field in acquiring two medical test centres in Cluj. Assisted the client in drafting and negotiating the sale and purchase agreement for the acquisition of 100% of the shares in Frigotehnica, a company acting in the freezing industry, and in reviewing the shareholders’ documents and implementing

Corporate M&A

the proposed changes to the shareholding structure. Assisted the client in in drafting and negotiating the sale and purchase agreement for the acquisition of 100% of the shares in Vitalia Group and in reviewing the shareholders’ documents and implementing the proposed changes to the shareholding structure. Specialist lawyers: Roxana Musoi, Carmen Banateanu, Mihai Radulescu.

RTPR ALLEN & OVERY

Advised the shareholders of A&D Pharma on the sale of the entire group to the pharmacy network Dr. Max owned by Penta Investments. This is the largest transaction in the pharma sector in Romania in 2017. A&D Pharma group is the largest pharma group in Romania, operating wholesale, retail and marketing & sales services for pharmaceutical products and it also has operations in CEE. Advised Societatea Energetica Electrica SA on the acquisition of the minority stakes held by Fondul Proprietatea in the company’s energy distribution and supply subsidiaries - Societatea de Distributie a Energiei Electrice Muntenia Nord SA; Societatea de Distributie a Energiei Electrice Transilvania Nord SA; Societatea de Distributie a Energiei Electrice Transilvania Sud SA; Electrica Furnizare S). The law firm has advised DS Smith Plc Group in relation to the acquisition of EcoPack and EcoPaper, two major producers of packaging and paper products on the Romanian market. DS Smith is a leading provider of corrugated packaging; the group is present in 37 countries, employing around 27,000 people. Advised private equity fund Enterprise Investors on the sale of Macon group to Xella Group. Macon is one of the largest manufacturers of construction materials in Romania, with approximately 800 employees in the four production sites in the country. Enterprise Investors is one of the largest private equity firms in CEE. In Romania, Enterprise Investors has had a continuous presence since 2000. The law firm has advised Enterprise Investors along its investment in Macon: assisted them on the acquisition of Macon in 2006 and later on, in 2008, on the acquisition of Simcor Group. Advised Autonom Services in relation to the acquisition of BT Operational Leasing, the operational leasing company owned by Banca Transilvania Group. This acquisition is expected to be the biggest M&A transaction of the year in the Romanian market of operational leasing. Autonom Services offers rent a car services and 40

operational leasing, having the largest network in Romania with 41 rental centres in 29 cities and a car park of over 3,000 new cars. Specialist lawyers: Mihai Ristici, Alina Stavaru, Costin Taracila, Roxana Ionescu, Loredana Chitu (Boeru), Andrei Mihul.

SCHOENHERR SI ASOCIATII SCA

Advised Eurobank Group on the sale to the Romanian bank Banca Transilvania of Eurobank’s shares held in Bancpost SA, ERB Retail Services IFN S.A. and ERB Leasing IFN S.A.. This was the largest deal in the Romanian financial system over the past years. Following the acquisition of Bancpost, Banca Transilvania became a strong candidate to the market leader position. Eurobank S.A. Athens is a Greecebased banking group active in seven countries and the fourth largest bank in Greece. The deal was closed in April 2018. Advised Piraeus Bank S.A. on the sale to the private equity investment company J.C. Flowers & Co. of the client’s entire participation in its banking subsidiary in Romania, Piraeus Bank Romania S.A. J.C. Flowers -an American-based private equity investment company, focused on investments in the financial services sectoris the first international player to enter the local banking sector after many years. Piraeus Bank S.A. Athens is a Greecebased multinational financial group active in 8 countries and Greece’s largest lender. The deal was closed in June 2018. Assisted AkzoNobel on the acquisition from the Swedish investment fund Oresa Ventures and their Greek partners of the decorative paint and plaster manufacturer Fabryo Corporation S.R.L. Owing to this transaction, AkzoNobel has a good chance of becoming the leader in the Romanian decorative paint market. AkzoNobel is a world leading paint and coating manufacturer active in 80 countries. The deal was signed in June 2018. Assisted the Alpiq Group on the sale of its industrial business to the French building company Bouygues Construction and its Colas Rail unit, which are taking over InTec and the Kraftanlagen group for a purchase price of €725 million. Assisted Alpiq in Austria, the Czech Republic and Romania. The divestment allows Alpiq to focus on its core business, international energy trading, customer business and digitalisation as well as power production in Europe and Switzerland. The transaction, signed in April 2018, is subject to customary conditions. Advised the UniCredit Group in a crossborder project by which the financial

Which Lawyer in Romania

group established two exclusive strategic partnerships with Allianz and Generali for the distribution of insurance products for individuals and small-businesses. This partnership is expected to strengthen UniCredit’s current activities in the CEE Bancassurance business. Assisted UniCredit Group in Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Romania, Serbia, Slovakia, Slovenia. UniCredit is a major European financial leading group active in banking services, with thousands of branches distributed in 17 countries and 50 markets. Specialist lawyers: Matei Florea, Madalina Neagu, Markus Piuk, Monica Cojocaru, Florian Kusznier, Robert Bachner.

STOICA SI ASOCIATII

Assisted Agrirom SA in share deal with Aquilla group of companies.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted First Property Group plc, a property fund manager and investor with operations in the UK, Poland and Romania, in conjunction with a club of investors, on the acquisition of the “Maestro Business Center” Office Building located in Cluj-Napoca, Romania. First Property Group plc an award-winning property fund manager and investor focuses on higher yielding commercial property with sustainable cash flows. The assistance provided by the firm, covered all legal aspects of the transaction from the outset, including preparation of the legal due diligence, drafting and negotiating the transaction documents and assistance on the financing of the acquisition Assisted the founders of Froala Labs, a company active in the IT&C industry, in relation to a USD multi-million sale of all founders’ shares in the company. The legal assistance services covered all legal matters necessary for the transaction’s success, including general transaction structuring, purchase price adjustments criteria, payment mechanisms and revisions and negotiations of the transaction, for which we have teamed up with a wellknown international law firm. We have also dealt with intricate intellectual property issues and employment. Froala is a tech start-up, whose 6000 clients in 110 countries worldwide include giants like Apple, Samsung, Toyota, Amazon and Reuters. They are best known in the tech world thanks to their WYSIWYG - What You See Is What You Get - web editor. Assisted EDS Romania, part of EuroDruckservice Group, a leading printing

Corporate M&A

services provider in Central and Eastern Europe with the acquisition of the heatset printing business “as a going concern” from Mega Press Holdings SA and Editura Aramis. The law firm advised EDS Romania from the outset of this transaction and throughout the entire process, being actively involved in structuring the transaction, performing the legal due diligence in relation to the transferred business, drafting full transaction documentation, advising during negotiations, advising on all matters pertaining to fulfilment of conditions precedent, and closing of the transaction including providing assistance with obtaining financing facilities from a local bank for partially funding the purchase price. Additionally, as EDS Romania and Mega Press were the top market players in the heat-set printing industry in Romania, we have assisted EDS Romanian throughout the entire process of obtaining Competition Council’s merger clearance. Assisted World Class Romania, the leader in the fitness industry in Romania, with the acquisition of a new fitness club within Titan Shopping Gallery in Bucharest. The new fitness club covers almost 3,000 sqm of aerobic, fitness and cycling studios, as well as functional training areas. More than 1,200 active members enjoy the facilities made available by the fitness club. The law firm has assisted World Class Romania from the outset of this project, with the structuring of the transaction, drafting the full package of acquisition documents, then advising during negotiations on all legal aspects of the transaction. Also provided the necessary legal assistance for the signing of the transaction documentation and successful closing of the acquisition. Assisted GapMinder, a Venture Capital Fund financed via Competitiveness Operational Programme 2014 – 2020 and co-financed by The European Fund for Regional Development, in relation to the incorporation and structuring of the management company. The Competitiveness Operational Programme 2014 – 2020 is an EU programme meant to bolster the competitiveness of the Romanian economy by addressing market challenges that stem from the low support for research, development and innovation and the underdeveloped information and communication technologies services and infrastructure. The assistance mainly consisted in preparing all corporate documents and coordinating the incorporation of the investment advisor of the fund as well as assisting and drafting the required corporate approvals for the incorporation of the fund manager. The law firm also provided assistance in relation to the proposed investment by the European 42

Investment Fund and it provided advisory services for Techcelerator, an acceleration entity supported by GapMinder. Specialist lawyers: Silviu Stratulat, Ramona Iancu, other parties involved: Individual Law Office “Cornel Tabarta”, Schoenherr, Ashurst.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Advised and represented Cefin Real Estate Kappa with the sale of a real estate property, in view of developing a residential project in north Bucharest. The surface of the land was of approximately 300,000 sqm and the law firm advised on the due diligence process and in drafting and negotiating the transaction documentation for the seller until the successful closing of the transaction. Offered legal assistance to Vodafone regarding a complex internal reorganization process of Vodafone’s local entities. Represented EOS, a top European asset management group, in the acquisition of an unsecured non-performing retail portfolio from Banca Transilvania, the second largest bank in Romania - Project Castrum. The law firm played a prominent and leading role in the structuring of the transaction during the negotiation phase of the transaction. The team assisted the client in completion and post completion phases and continues to assist the buyer in post-acquisition aspects. Assisted EOS Credit Funding DAC Project Arena in the acquisition of assets including a mixed portfolio of unsecured non-performing loans of mainly corporate and also consumer clients - Project Arena. The team further advised on the drafting, negotiating and closing of the deal efficiently and professionally and continues to assist the buyer with any other issues related to post-acquisition aspects. The assistance on this transaction brought to light the extensive expertise of financial services team in banking law and transactional work in the banking sector. Offered legal assistance for Manevi Zartkoru Reszvenytarsasag on the buyer`s side due diligence and assistance to the transaction, regarding the transfer of shares to a company holding an important historical landmark in Romania. Assisted Bricostore Romania SA in the merger process between Bricostore Romania SA and four other 4 Bricostore companies, involved in asset management. The assistance consisted in analyzing, preparing the pre-implementation report and the corporate documents and now implement the merger. Specialist lawyers: Laura Toncescu, Cristina Rosu, Anda Tufan, Duagi Gunay.

Dentons. The world’s largest global elite law firm.* *Acritas Global Elite Law Firm Brand Index 2013–2017.

Which Lawyer in Romania

TUCA ZBARCEA & ASOCIATII

Acquisition by Vodafone Group Plc of Liberty Global’s operations in several European countries, including Romania for an enterprise value of €18.4 billion. The lawyers were part of a global scale legal team retained by Vodafone Group Plc for providing legal assistance on a very complex transaction aimed at acquiring Liberty Global’s operations in Germany, the Czech Republic, Hungary and Romania for an enterprise value of €18.4 billion. Vodafone Romania target was UPC Romania (local subsidiary of Liberty Global). Advising Keysight Technologies, Inc in respect of a complex corporate reorganisation for the integration of the Romanian subsidiary of IXIA group, following a $1.6 billion transaction The team advised on all corporate and M&A matters regarding the transaction and its local ramifications (Romania). Advising Accel Partners, a leading early- and growth-stage venture capital firm, powering a global community of entrepreneurs on both Series A and Series B investments totalling $183 million in a Romanian company – UiPath. Legal assistance in relation to the Romanian law aspects connected to the financing granted to UiPath, a robotic process automation software company. Assistance to Peeraj Brands International, one of the biggest players in the local fashion market in a complex €33 million transaction, comprising the business transfer and the subsequent sale of a 100% stake in Shoe Express S.A. to the Polish footwear retailer CCC, a company that is also listed on the Polish Stock Exchange. The team drafted and negotiated the business transfer agreement, assisted in the signing and closing of the business transfer agreement, while also drafting and negotiating the share SPA, as well advising on signing and closing. Advising The Rohatyn Group on Romanian law matters in relation to the acquisition of Pet Product SRL (Animax). The firm advised TRG on Romanian law matters: negotiation of the sale and purchase agreement, full due diligence on Pet Product, a Romanian pet products retailer, operating under the brand name Animax, reviewing of the corporate documents necessary to effect post-closing changes in the Romanian subsidiaries. Specialist lawyers: Vlad Cercel, Stefan Damian, Catalin Baiculescu, Sorin Vladescu, Dan Borbely.

Corporate M&A

VOICU & FILIPESCU SCA

Assistance to a Swiss transport company providing logistics and transport for the chemical industry with the transfer of business to be made by a group of local companies operating an intermodal transportation terminal located in a hub region for transportation services. Services provided included the due diligence investigation over the targets and negotiating the business transfer implementation mechanism and the transaction documents. Assistance to a US - based global manufacturer of flexible packaging products and pressure-sensitive materials, during the acquisition process of a local group of companies acting in the same industry, as part of its European extension plan. The services included the due diligence exercise over the targeted companies, provision of comprehensive advice in relation to the remedy actions to be implemented in view of the successful closing of the deal and assistance to the buyer during the negotiation and completion of the transaction documents. Assistance to the leading local provider of recover sports medicine services in the transfer of the business to the biggest private medical services provider in Romania, also integrating the management team of the seller. The services provided included assistance to the client during negotiation and up to the completion of the transaction documents and implementation of the business transfer. The deal encompassed a complex earn-out mechanism and specific buyer’s commitments to further investments. Assistance to a local publishing house during the transfer of a part of its business activity and also the joint venture with a German based group of companies, one of the leading European publishing houses in educational materials, dedicated both to scholastic and adult education. The partners provided for different corporate mechanisms and options to be exercised conditional upon the financial results of the venture. Assistance to a major regional retailer active on the Romanian market on a series of legal matters related to the client’s business activity such as: negotiating and signing of agreements with suppliers, distributors and other service providers, advice related to various controls from different Romanian public authorities, as well as assistance in connection with the procedure of obtaining specific permits, activities related to social responsibility involvement, trademark related issues, labor law etc. The project is ongoing Specialist lawyers: Daniel Voicu, Roxana Negutu, Carmen Dutescu.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Advising Bain Capital Private Equity, a leading global private investment firm, in the acquisition from Sealed Air Corporation (NYSE:SEE) of its Diversey Care division and the food hygiene and cleaning business within its Food Care division, for approximately $3.2 billion. Provided assistance in relation to the local target, New Diversey Romania SRL. Completion date: September 2017 Advising Energizer Holdings Inc., one of the world’s largest manufacturers of primary batteries and portable lighting products, on the $2 billion acquisition from Spectrum Brands Unit of its global battery and portable lightning business. Assisted the client in 9 jurisdictions (Austria, Bulgaria, Czech Republic, Croatia, Romania, Slovakia, Slovenia, Hungary, Ukraine) on the buy side, with regard to a complex due diligence exercise and M&A aspects of the transaction. Completion date: Ongoing Advising Theramex HQ UK Limited (formerly IWH UK Midco 2 Limited), formed by CVC Capital Partners in its $ 703 million acquisition of selected assets dedicated to women’s health from Teva Pharmaceutical Industries Ltd. Completion date: January 2018. Assisting CTDI GmbH, a global services company specialised in planning, configuring, modernizing, maintaining and de-building customer technology and networks, on transactional advice and red flag legal due diligence of Regenersis (Bucharest) SRL upon the transfer of the EMEA related business activity from CTDI USA to CTDI EU. Completion date: October 2017. Representing DexKo, majority owned by funds managed by The Sterling Group and which was formed in 2015 by combining Dexter Axle and Al-Ko Vehicle Technology (a deal on which Wolf Theiss advised Dexter at the time in relation to Austria, Croatia, Poland and Romania) in the disposal of its business in these same countries to a third party purchaser. Completion date: July 2017 Assisting the Romanian entrepreneurs Dorel Cristinel Becheanu and Adina Maria Becheanu, shareholders of the pharmacy chain ARTA (which includes York Farm, Iezer Farm, Panpharma Med and Fastpharm) in the sale of the pharmacies to Penta Investments. The acquisition marked the entry of private equity house Penta, through their portfolio pharmacy group Dr Max, on the Romanian market. Completion date: May 2017. Specialist lawyers: Ileana Glodeanu, Bryan W. Jardine. 

Which Lawyer in Romania

Banking

RET U R NING TO T H E GOOD Y E A RS OF PROFI TS In the first half of 2018, the banking system in Romania recorded a profit of RON3.6 billion, higher by about RON1 billion compared to the same period of 2017, according to data published by the National Bank of Romania (NBR).

Which Lawyer in Romania

ccording to the NBR figures, this accounting result obtained by our banks is considerably higher than those in similar years from the previous years to 2017 where credit institutions went on a plus (RON2.41 billion in 2016 and 1.18 billion lei in 2015) and exceeds even the profit made by banks in the first half of 2008, which amounted to RON2.01 billion. Central Bank data also show that the 35 banking institutions in Romania, of which seven are branches of foreign banks, have an average solvency ratio of 20.07%, up from last year, imposed by the NBR is at least 8%. The average non-performing loan ratio amounts to 5.71%, as defined by the European Banking Authority (EBA), down from 8.32% in the middle of last year. The ratio between loans granted and attracted deposits is 75.22%, according to NBR data. They show that the total assets belonging to private banking institutions amount to 91.7%, the assets of banks with foreign capital totaling 74.5%. “The banking system is profitable for three years and it is likely that during this period much of the losses recorded in previous years were recovered “, says Sergiu Oprescu, chairman of the Board of Directors of the Romanian Banking Association (ARB). 2016 and 2017 were two years of real operational profitability, we say, compared to 2015, which was a year of profitability generated mainly by some special transactions, particular to that year. Even 2016 had in-house profits due to transactions with Visa Europe, argues Oprescu. “As such, 2017 is the first year in the true sense of the word in which the system operated with real operational profitability, it is true on the background of very low risk costs. More specifically, the cost of non-performance has declined and generated a relatively high level of profitability. Even so, Romania is not the first country profitable from the point of view of the banking system, but, for example, Hungary has a return on equity of more than 18% points, the Czech Republic is somewhere more than 16%, and we follow these countries as a profitability of the system. However, we still have the European country with the highest coverage ratio with non-performing loans (NPLs), around 60%. We are ranked first in the EU, from this point of view, the European average being about 44%.

Banking

This shows that there is a certain intrinsic stability of our banking system and credit risk because it is also well stockpiled in terms of stability and capital solvency says the president of the ARB. “As a conclusion, all losses have been incorporated into the capital base that exists at this time, and they are already under way and we no longer expect any surprises in the future, through execution, sale of portfolios, etc. We may have had the fastest decrease in default, because if you have a country of over 8% grade NPL, you are automatically introduced into the category of high-risk countries in terms of the banking system. We managed to decrease and we are at 7.3% in November 2017. We head to the area below 7% at the end of the year, which was also the target of the NBR at the beginning of 2017,” says Sergiu Oprescu. „The NPL transactions in the Romanian market have markedly slowed down in 2018, which was, to a large extent, an anticipated move,” says Gabriela Anton, Partner at Tuca Zbarcea & Asociatii. This slowdown is the effect of two factors: first, the NPL portfolios of Romanian banks have decreased considerably from 21.9% in 2013 to almost 6% in 2018 (which is below the 7.9% NPL ratio registered in 2009), and secondly, the legal risk is very high in this sector. The largest NPL portfolios have been disposed starting as early as 2013 and peaked during 2015-2017, when Romania’s NPL sales dominated the CEE market. Besides this naturally-occurring downsizing, there are the legal risks which affect NPL transactions, most notably: the unfavorable fiscal regime introduced in March 2018, when the Romanian Government amended the Fiscal Code and capped tax deductions from NPLs sales to 30% of the net loss (the difference between the sale price and the loan value), which means that for the remaining 70% the banks are required to pay income tax, and the legal uncertainty affecting the debt recovery market through various legislative

initiatives aimed to limit the recovery of these receivables from debtors. We note that the unfavorable legal climate in Romania is contrary to the EU initiatives in this sector, in particular by reference to the draft Directive on credit services, credit purchases and recovery of collateral which aims to regulate and facilitate this type of transactions. Therefore, until further legal clarity is brought, we expect the decreasing trend of NPL transactions in Romania (both corporate and retail) to continue,” added Gabriela Anton. Activity of NPL markets continued at an increased pace in Central and Eastern Europe. An already mature market in CEE region, Romania has continued to be one of the leaders of NPL transactions during both 2016 and 2017. This is mainly the result of the fact that NPL disposals processes started way ahead of other countries in CEE,” said Radu Dumitrescu, Head of Transaction Services in Deloitte Romania. “The improving macroeconomic conditions as well as the upsurge of real estate markets remained the main catalysts for nonperforming loan sales in the CEE region in 2017. Regulators and local authorities in many geographies developed measures to urge financial institutions to dispose distressed as well as non-core assets. I expect yearly levels of NPL transactions in CEE to decrease in the next years, considering the fact that main countries in the region are reaching NPL levels that are closer to EU average. Although international investors are expected to start focusing on Mediterranean area (Greece, Cyprus, Italy) in the forthcoming years, those with CEE presence will continue to be very active in the region and will be looking to consolidate their positions locally as NPL stock is not “negligible” for them.” „The focus on NPLs sales has now moved to Greece and Italy, where very large transactions have started to happen,” argues Matei Florea, Partner at Schoenherr. He adds: ”in Romania, due

Sergiu Oprescu, ARB

“2017 is the first year in the true sense of the word in which the system operated with real operational profitability”

Which Lawyer in Romania

Banking

Gabriela Anton, Tuca Zbarcea & Asociatii

“Until further legal clarity is brought, we expect the decreasing trend of NPL transactions in Romania to continue” to the legislative and tax changes entered into effect at the beginning of 2018, which have put a break to NPLs transactions, it is unlikely for large-volume NPLs portfolios to be sold in this period and banks holding such portfolios are looking for ways to adjust to the new market realities.” Simona Petrisor, Partner at Bondoc si Asociatii argues that “in addition to the standard corporate NPLs portfolios transactions which are really a commoditized business in Romania these days, we noticed in the market another trend which we hope will become more and more visible and which would allow the reorganization of certain over indebted or insolvent businesses via acquisition and workout by private equity or investment funds having a more standardized modus operandi and the required knowledge and means including required capital allowing for a healthy reorganization of said businesses. During last years, we assisted more and more private equity and investment funds in acquisitions of distressed businesses in order to restructure and reorganize them on solid, economic basis. Most of the deals completed successfully permitting the restructuring of the existing banking debt, as well as a proper economic reorganization of the business, generating more value to all stakeholders from shareholders, to employees, the tax authorities and the Romanian state, as well as the banking creditors. In our experience, such a solution is a real one to the existing NPL crisis rather than the various sales and movements of the NPL portfolios out of the balance sheets of the banks and should be more encouraged also at a legislative level, in order to try to address the real issues currently faced by the various businesses in the Romanian economy.” Claudia Chiper, Partner at Wolf Theiss believes Romania is still a ripe market for NPL transactions. “Due to the changes of the fiscal rules which negatively affected the market, the number of transactions has slowed down, however, that is not

a sign of closure but there is a sign that market participants are re-assessing their options and deal structures in order to analyze the best way to deal with the new applicable rules. We do expect activity on this segment to go on but at a slower pace this year.” “Romania has a securitization law in force since 2006 which according to public information was never significantly applied. For residential mortgage loans the buyers of loans portfolios need to be licensed creditors, subject to regulatory and prudential constrains,” says Elena Iacob, Partner, ZRP. “Non-performing consumer loans may be transferred to entities carrying out debt collection activities which since 2016 are subject to registration with the National Consumer Protection Authority and certain professional conduct requirements, both in respect of mortgage or unsecured non-performing collection loans. Also, the law provides specific rules regarding enforcement against consumers, duty to restructure or offer alternative solutions and rues governing the interest and penalties which have an impact on the transferability and transfer “attractiveness” of such portfolios. However, among NPL portfolios sold in recent years a considerable stake of consumer loans (unsecured or mortgage secured) was included and despite the increased regulation it is not expected the trend to be reversed in the following years” says Elena Iacob. Dumitru Rusu, Partner, Head of Banking and Finance department at Voicu Filipescu says that “the sale of NPLs from

residential mortgages were rather limited and included in larger mixed packs. It is very difficult to assess a possible trend in the NPLs market involving individuals/ consumers having in mind the populistic draft laws against banks and collection agencies initiated on the political side and very unclear expected outcome.” Lending has had a growing trend in all these years, as banking financing remains a preferred form of financing for the Romanian economy. But the private sector lending remained modest, banks having funded companies especially for day-to-day needs, while investment credits remained rather low. Over the past few years, lending has remained in the single digit growth range, maintaining it in the area of 4-6% points on the balance and estimates are that the level of credit will continue to increase by a single digit. “Indeed, banks seem to be remaining particularly cautious in their approach of offering financing, as they seem to be focusing only on those private actors, such as large companies, which are able to provide reliable business development plans and a stable source of income, from industries like: retail, healthcare, agriculture and real estate,” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica &Asociatii. “On the other hand, he adds, Romanian small businesses are usually wary of taking up debt in the form of bank loans. This can be attributed to two factors: a lack of financial education of Romanian entrepreneurs and a reluctance of banks to grant investment loans to small and medium-sized enterprises (SMEs), as these are less able to provide business plans at the standard expected by banks. However, important names on the financial market encourage financing SMEs as these represent the majority on the European market. In Europe, SMEs account for 98% of the total number of firms, employing 75% of the active human resource. Consequently, banks should be focused more on business plans than on the guarantees that a starting business can provide.

Claudia Chiper, Wolf Theiss

“Due to the changes to the fiscal rules which negatively affected the market, the number of transactions has slowed down”

Which Lawyer in Romania

Slowly, banks are turning their attention to SMEs. However, as long as the Romanian State keeps borrowing money from banks, there be no incentives for them to adapt their requirements towards becoming more SMEs-friendly. As long as the Romanian State is a debtor that practically raises no risks, while consumer finance is growing, SMEs-lending does not pose any solid interest.” Despite the steady decrease of the interest rates during the recent years, for some corporate borrowers including leveraged borrowers, medium or small companies or start-ups, the cost of banking loans remained high argues Elena Iacob, Partner, ZRP. “Such borrowers mostly considered alternative financing from equity, capital markets or EU funds or state aid schemes for investment purposes. On the other hand, many international or large corporates seem to have accumulated high liquidity, postponing new major investments so there is rather limited interest from the demand side and strong competition on the “good” borrowers. The risk appetite of the banks even if slightly growing is not at the levels recorded before the crisis and we do not expect to see a substantial growth in non-recourse finance in the near future. “ Madalina Paisa, Partner at Mitel&Asociatii argues that although the private sector lending has indeed remained modest, we have been assisting our clients in contracting banking loans for their investments in 2018, which proves that things are starting to improve in this area.” “The Romanian banking market has made an interesting turn, as from the end of 2017 retail loans have outweighed corporate loans. The decrease in ratio of corporate loans is coupled with the long-term deleveraging of the Romanian economy, which registered the lowest ratio of financial intermediation in GDP amongst the EU countries. Although Romanian banks post higher profitability rates and lower NPL ratios, it appears that this was not translated into a corresponding decrease in the vulnerabilities of the Romanian companies believes Gabriela Anton, Partner at Tuca Zbarcea & Asociatii. “The fact that Romanian firms continue to have a very high rate of losses or negative equity (around 40-50% of Romanian companies register losses and/or insufficient equity) indicate wide-ranging structural issues of the economy and confirm that even though the banks have enough resources to grant loans, viable businesses and projects to be financed remain scarce. At the same time, according to a recent study conducted by the National Bank of Romania, the credit

Banking

Alexandru Ambrozie, Popovici Nitu Stoica &Asociatii

Banks should be focused more on business plans than on the guarantees that a starting business can provide” amount obtained by companies from local banks represents only 8% of their total debt. Therefore, we notice a reduced level of corporate lending granted by local financial institutions, while companies tend to orientate towards other possibilities: shareholder loans, loans granted by affiliated entities or credits granted by non-resident financial institutions” added Gabriela Anton. Dana Radulescu, Partner at Maravela& Asociatii says that: “in the context of a liquid market and an economic growth, the financing and refinancing market in Romania remains on a growing trend, tempered however by the post-crisis riskadverse approach. “Bank financing is indeed the most common form of lending and the main source of financing for Romanian companies. The growth rate of investment loans remains currently modest due to factors such as the high level of non-performing loans and tightened credit conditions. The banks are taking a prudent approach when it comes to financing companies in particular when investment credits are in stake. One of the elements of risks for the banks is that a large number of the financed companies have undergone insolvency in the past and that exposed the banks to the risks of having their receivable significantly cut-off and/or facing a high degree of unpredictability with regards to the recovery of the loans” added Radulescu. “Traditionally banks have been very much involved in financing the private sector and debt financing is one of the most utilized means of financing. “Lending by

other types of entities, such as investment funds is under development mainly due to regulatory restrictions and potential issues but also potentially due to the need of a deeper understanding by foreign investment funds of the legal framework applicable in Romania and the issues that may arise when lending to a Romanian entity,” says Claudia Chiper, Partner at Wolf Theiss. “However, the number of such financing transactions has the potential to increase especially in areas which banks may consider too risky or for whatever reason decide not to finance,” she added. Matei Florea, Partner at Schoenherr, Banking & Finance also agrees that: „while many companies have continued to look towards banks as a source of financing, over the past couple of years we have seen an increased trend towards financing via the capital markets, with a number of public offerings or private placements happening in the market. Also, alternative credit has become a growing option for companies, and a myriad of asset managers, non-banking financial institutions, hedge funds and private equity firms now offer alternative sources of funding, including direct lending.” What is the approach banks have towards financing local companies in 2018? Which are the challenges? “The major challenge is the ability of the local companies to provide a sound business plan and prospective and the corresponding reluctance of banks to finance,” believes Dumitru Rusu, Partner Head of Banking and Finance Department

Dumitru Rusu, Voicu Filipescu

“The recent populistic draft laws against banks and collection agencies will create uncertainty and will therefore negatively influence the market”

Which Lawyer in Romania

Simona Petrisor, Bondoc si Asociatii

“The liquidity on the market looks to be quite significant” at Voicu Filipescu, while Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii argues that: “as long as the Romanian state remains a significant debtor of financial institutions, the banks will have no reasons to change their approach towards SMEs. On the other hand, as a result of possible tightened conditions for consumer credits, it is possible that we will see a slight change towards local corporate financing, but most likely this will materialize in 2019.” “The banks are very much interested to finance local companies, there is abundant liquidity in the market however not many investment projects are considered finance-worthy upon assessment of the business model or the credit worthiness of the company/group pointed out Elena Iacob, Partner, ZRP. Banks appear kin on financing a wide variety of projects, from small to medium real estate or industrial projects to infrastructure or other major projects. Still, the challenging general economic, political and financial climate – increasing inflation, relative high volatility of exchange rates, changes in legislation, taxation including social contributions, delays in the initiation or implementation of major public investments - is affecting banks’ willingness to commit funds on longer terms for investment projects unless comfortably secured by tangible property, state or similar guarantees.” The approach of the banks remained consistent and coherent with their general approach during latest years towards corporate finance which is prudence considering the significant levels of NPLs registered by European banks (including Romanian ones, despite the intensive exercise of balance sheet cleaning carried

Banking

out by most of the Romanian banks during the last three years), but at the same time very competitive in the relationship with certain categories of big corporate groups and investment funds which continue to be very chased by the main banks. “The liquidity on the market looks to be quite significant, says Simona Petrisor, Partner at Bondoc si Asociatii; “however, the banks continue to complain about not having many eligible corporations for financing – either due to the prudence of such companies in making significant investments during such moving times or due to the absence of creditworthiness for many companies which would potentially want to apply for a banking loan. In addition, the banks are currently facing significant regulatory challenges triggered by the need to implement certain new regulatory regulations in the payments area, prudential supervision, anti-money laundering, investment services, data privacy to name only a few, as well as other structural changes triggered by the digitalization, cybersecurity and competition from fintechs.” “The predictability of the financial and legislative environment continues to be one of the most important demands of the banks and one of the biggest challenges in 2018,” says Gabriela Anton, Partner at Tuca Zbarcea & Asociatii. This requires that changes with an impact on the financial market be well prepared in advance (including the relevant studies), discussed with the stakeholders and allowed sufficient time to be implemented once they are adopted, in order to ensure a certain level of stability as regards the legislative and fiscal climate.” „As regards the current situation on the market, the increase in the ROBOR rate appears to be a new challenge compared to the previous years. Under these circumstances, banks increased their concerns about risk in their lending activity and finding sustainable businesses eligible for financing became even more difficult. In this context, financing Small and Medium Businesses/Enterprises is still

lacking momentum. These entities come together with several particularities as regards their relationship with the banks: reduced familiarity with the banking sector, reduced experience of the entrepreneurs in presenting the business case together with the necessity for the banks to become familiar with the business model in question. Romanian companies prefer using commercial credit for covering their short-term cash-flow needs or shareholder loans rather than bank loans and this trend has increased in the past years with no sign of reversal, yet” says Gabriela Anton. Matei Florea, Partner at Schoenherr, believes that good projects will always find funding, as banks continue to look for sound businesses (i.e. with sufficient equity and professional management) to finance. On the other hand, smaller companies with attractive stories (start-ups), for which the access to bank lending is more difficult and which are unable to issue bonds, can still find an answer in alternative lending solutions. The challenges faced by bank lending are the same faced by businesses and mainly refer to the unstable and unforeseeable environment in Romania, making most companies more cautious when it comes to risk taking.” In 2018 the National Bank of Romania and the Romanian banks have pushed diligently to clean-up their balance sheets and focus their resources to new lending.“ Still, in June the NBR gave the signal that the economy might be overheating and advised banks to tighten the credit conditions. How lawyers comment on the signal? “The signal is mainly aimed at retail lending and not at loans for investments or general corporate purposes, says Elena Iacob, Partner, ZRP. NBR announced that they will enact in September new rules to lower the debtto-income threshold for consumer loans, thus further restricting the consumer lending conditions. The authority also warned on the downside of having consumption as the main contributor to the economic growth.

Matei Florea, Schoenherr

“We have seen an increased trend towards financing via the capital markets, with a number of public offerings or private placements happening in the market”

Which Lawyer in Romania

Elena Iacob, ZRP

“Considering among others the scarcity of loan placements, banks constantly turned towards investing in government securities” In respect of the financing for investment purposes the message is rather the opposite, for sustainable growth to push on investments for productivity increase, Moreover, NBR repeatedly mentioned that the Romanian banks enjoy comfortable capital adequacy positions and there are no significant concerns in this respect at system level. Raluca Coman, Senior Associate, Clifford Chance Badea, says that:“ the grounds provided by the National Bank of Romania for this initiative are the internal and international context - increasing interest rates, alongside the trend of increasing real estate assets prices and of higher interest rates on Ron-denominated loans, and the higher demand for consumer loans, which will naturally trigger a growth in the level of debt, with certain categories of populations under the risk of being over-indebted. At the same time, corporate lending remains relatively low, with a significant number of performing companies not benefitting from bank financing. All of the above represent reasonable arguments. As a rule, any form of indebtedness should be sustainable. It remains to be seen if the relevant market participants (commercial banks, the Ministry of Public Finance, the National Bank of Romania) reach a consensus as to the necessity and the terms of such change in credit conditions”. “It was expected that the NBR had a position towards credit conditions for consumer finance, as the level of indebtedness is very high, reaching up to 60-70% of the individuals’ incomes,“

Banking

argues Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii. “Moreover, the devaluation of the currency coupled with the constantly increasing ROBOR sends a signal that a firm reaction is needed in order to be able to prevent financial derails.” In such conditions, when the reimbursement risk reaches alarming levels, the NBR is somehow obliged to limit the appetite for consumer finance. Matei Florea, Partner at Schoenherr, Banking & Finance says this trend has been very much supported by the European Central Bank throughout CEE. „We have seen the bank lending making a comeback, particularly in the market for lending to retail customers. I believe it was this increased volume of retail loans that can generate some concern, and is only natural for the NBR to take action in case of overheating, with an aim to avoid new waves of NPLs.” « The National Bank of Romania is a cautious regulator acting within the enlarged EU framework, says Claudia Chiper, Partner – Wolf Theiss. “Therefore its actions should be viewed on a macro level. Most banks have sold quite a large part of their non-performing loans freeing up part of their capital and hence leaving more room for financing especially consumer financing. The signals given by the NBR are aimed at avoiding an increase in the default rate of the consumer financing segment especially when considering the fluctuations of ROBOR which affects the power of consumers to service their debt and which therefore invites creditors to caution. » The share of government securities held by domestic banks and their credits to the government sector rose to 23% at the end of last year, placing Romania on the podium in the EU. The share of Romanian banks’ exposure to the state is 2.5 times higher than the EU average. Why this appetite of the state to financing? Raluca Coman, Senior Associate, Clifford Chance Badea says that: “one of the reasons for the rise in banks’ portfolio of

government securities has been to ensure financial stability, in the context of the uncertainty present in the region, and a balanced leveraging further to the 2008 global financial crisis. This may continue to be a trend, pending the strengthening of economic growth and the improvement of credit demand, which are currently expected.” « Considering, among others, the scarcity of loan placements due to low demand from desirable corporate borrowers and the relatively small number of bankable projects generally, the risk adverse mentality which characterizes the market, and for prudential reasons, banks constantly turned towards investing in government securities,“says Elena Iacob, Partner, ZRP. Government appears to have an increasing appetite for financing from both local or international market to complement the available funds and, after a sharp decrease in the financing costs some years ago, the costs for the government of borrowing from the market is on an increasing trend, making government securities more attractive for the Romanian banks to invest. Dumitru Rusu, Partner Head of Banking and Finance department atVoicu Filipescu believes: ”this is in a direct link to the inability of the banks to finance the private sector and therefore the placement in government securities is a substitute for placement of the liquidity. One of the biggest challenge of the year for the the banking system was the GDPR implementation and the PS2. “The legislative turmoil in legislation and taxation and the efforts required by compliance with new legislation such as GDPR, PSD2 is likely to have an impact on the Romanian banking and financial market in 2018. “It is not however expected that such impact be a dramatic one, as banks need to ensure their revenues and interest and commissions for loans still represent the largest revenue source for most commercial banks, although commissions for other banking services gained a significant share

Raluca Coman, Clifford Chance Badea

“Corporate lending remains relatively low, with a significant number of performing companies not benefitting from bank financing”

Which Lawyer in Romania

Banking

Dana Radulescu, Maravela&Asociatii

“The banks are taking a prudent approach when it comes to financing companies in particular when investment credits are in stake”

in the past years,” believes, Elena Iacob, Partner, ZRP. Claudia Chiper, Partner - Wolf Theiss argues that “the new rules have increased the compliance burden on banks as well as other financial institutions. “There are new rules in the sector of each type of financial institutions with GDPR being applicable to financial institutions as well as any corporates alike. All these changes translate into costs on the side of the parties which must comply and which are generally passed on. Doing business is governed

by new rules which must be followed by all entities.” Dumitru Rusu, Partner, Head of Banking and Finance Department atVoicu Filipescu pointed out that: “while GDPR implementation will not affect significantly the market (it is something expected), the recent populistic draft laws against banks and collection agencies will create uncertainty and will therefore negatively influence the market.” Dana Radulescu, Partner, Maravela &Asociatii, says that: “a series of challenges

may come as well from the legislative/ regulatory point of view since the year 2018 brings to the banking system a series of novelties, such as the implementation of IFRS 9, the application of the Law no. 258/2017 on the comparability of fees related to payment accounts, payment account switching and access to payment accounts with basic features, the transposition of the PSD2 Directive, the application of Regulation 679/2016 on the protection of individuals (GDPR), of Law 151/2015 on Insolvency Procedure for Individuals, Transposition of the 4th AML Directive, AQR Test.” The digitalization and the continuation of the consolidation process seem to be two important challenges that will be manifested in the Romanian banking landscape in 2018 as well as over the next years. The digitalization transforms the banking system, bringing new products, services and business models in the limelight. Transformation is however a lengthy process, with banks gradually adopting new technologies to develop a sustainable business strategy. 

CAPITAL MARKET

TSE Russell released on September 26, 2018 its latest Annual Country Classification Review, according to which Romania was maintained on the watch list of countries for possible reclassification from Frontier to Secondary Emerging market which would have a positive impact on the attractiveness of the local stock market. The Bucharest Stock Exchange registered one of its most dynamic years in 2017. Four private companies listed their shares on BVB last year alone, which also recorded the largest IPO of a private company in the history of the local capital market. DIGI Communications was the first company to go public last year, after selling a 25.6% stake worth €207 million, the largest initial public offer of a private company which ever took place on BVB. More companies kept on listing their shares on the stock exchange last year: AAGES (sold 15% from their equity for €1.2 milion, Transilvania Broker de Asigurare sold 25% for €2 million, and Sphera Franchise Group €62 million. For the corporate bonds, 9 issuances took place last year: Globalworth €550 million, NE Property Cooperatief €500 million, Unicredit Bank €135,5 million, International Investment Bank €60 million,

Impact Developer & Contractor €12,52 million, Vrancart €8,3 million, Superbet Betting & Gaming €2,1 million, Bittnet Systems €1 million and Investia Finance €0,2 million. For the first time in the history of the local capital market, the settlement in euros became available in 2017. “The local capital market was noted in 2017 for the high number of IPOs, all four listings coming from the private sector, and dividend yields among the largest in the world according to analysts. We hope these trends will continue this year. In a context where the cost of financing is expected to increase in 2018, more and more companies may consider listing their shares on the stock market to develop their businesses,” said Lucian Anghel, President of the Board of Governors at BVB. The capitalization of the Romanian companies listed on BVB rose last year by 20% compared to 2016 and reached almost €20 billion. A historic record of more than €35 billion was also recorded in the capitalization of all listed companies on the Main Market of BVB. The total value of transactions which took place on BVB in 2017 exceeded €3 billion, 24% above the 2016 level or 28% over the average of the last ten years. The first half of 2018 brought two listings

to Bucharest Stock Exchange (BVB), a technical listing for the shares of Elvila and an IPO, the listing of Purcari Wineries. Shares of Purcari Wineries, a leading CEE wine producer, started trading on February 15th on the Main Market of Bucharest Stock Exchange, following a successful IPO for 49% of its shares, valuing the offering at over €40 million. Meanwhile, the offer to sell a 53.7% stake in the largest aluminum producer in the region ALRO failed because the subscription threshold was not reached. The aluminum producer’s representatives announced that the bid did not meet the closing criteria. On the retail segment, representing 15% of the 383 million shares, 16.4% of the total were subscribed, with no public data on the institutional investors’ tranche. “There is a lot of well warranted enthusiasm for the BVB, says Alexandru Birsan, Partner, PeliFilip. However, increasing liquidity is and has always been the one thing that can get the BVB where we all want it to be. And for that, we need many things, but the easiest target is acceding to emerging market status. This is close, but we need one or two more very large, very liquid issuers.” The Bucharest Stock Exchange managed to stay afloat at the end of the first eight

Which Lawyer in Romania

Banking

Madalina Paisa, Mitel&Asociatii.

“We are fully confident that IPO will continue an upward trend, powered by strong capital markets and solid gains of companies” months despite external turmoil, which sent several markets in negative territory amid growing international uncertainty. Still, the IPO’s were not the best performers. What is the signal to investors and how can the BVB become a viable alternative for attracting capital? “BVB can be a good option for raising capital, the IPOs regulations are clear and aligned to EU standards, the listing costs are not excessive, and the market seems mature in terms of making a proper investment decision in a company that appears viable (most of IPOs involving attractive companies were largely oversubscribed) says Silvana IvanHanganu, Partner at Tuca Zbarcea & Asociatii. “Currently, local challenges may come from prospective possible restrictions in the private pension funds regime - which could decrease the investment resources for such key players and from the fact that the listing of some major local companies/ possible future sovereign funds is expected, and so it should not be seen as a surprise if certain main investors would rather hold their resources for such major types of listings », added Hanganu. We saw several expressions of interest related to Capital Markets opportunities in the beginning of 2018, both for shares and bonds issuing. “The Romanian business environment has come a long way over the past decade, and there are lots of companies that may explore this financial alternative (both on the local market and abroad), since they have a solid business model, healthy financial track record, and a talented, responsible management,” says Madalina Rachieru, Partner & Head of Capital Markets practice, Clifford Chance Badea. “However, benefits in choosing capital markets also come with risks that companies need to acknowledge when making this decision – including the fact that economic and market conditions overall (local and international) will have an impact over their stock or bonds performance. Experienced investors are aware of this unpredictability factor and will always

take it into consideration in their long-term strategy. They also know that, as long as business models are strong, companies will overcome most of the market’s less profitable or more turbulent months,” adds Rachieru. «Despite the results so far, we are fully confident that IPO will continue an upward trend, powered by strong capital markets and solid gains of companies which find listing as a good financing or exit alternative of financial investors, says Madalina Paisa, Partner, Mitel&Asociatii. Also, local investors’ trust in IPO will encourage such upward trend in all sectors and all markets this year.» Narcisa Oprea, Partner at Schoenherr Bucharest, capital markets believes that: “BVB and the investment firms should invest more in preparing the issuers for listing while shareholders’ activism should increase so that the issues may easily adjust their corporate governance to meet successfully and rapidly the post listing requirements.” “BVB is actively taking measure to attract investors,“ says Claudia Chiper, Partner at Wolf Theiss. There are a series of events organized by BVB for potential investors with information available on its website as well. There are still several regulatory aspects that must be settled such as registration of foreign investors amendments to the fiscal code and other issues on which for instance AmCham and Coalitia pentru Romania are actively working on. With further regulatory measures and changes to the legislation BVB should gain more ground in the future. Still. the political uncertainty in various fields, including in respect of the private pension system, undermined the market and delayed for undetermined period the potential projects,” argues Dumitru Rusu, Partner, Head of Banking and Finance Department at Voicu Filipescu. Some of the biggest challenges for the Romanian capital market are the undervaluation of the assets, lack of liquidity and the lack of variety of issuers. Will any of these improve ?

“They are all interrelated, says Alexandru Birsan, Partner, PeliFilip: “We need one or two more (very) large issuers to attract interest and become liquid and get the BVB to emerging market status. That then leads to a large increase in liquidity and the increase in share prices that follows. Where are these issuers coming from? One could be Hidroelectrica if the state finally actually wants to list it. Others can come from the private sector – this is becoming more of a normal thing, which is great. Also, very important, we have to stop shooting ourselves in the foot – if the private pension funds are not in great health, are not quickly accumulating funds and are not without clouds over them, the market will start to regress again.” Madalina Rachieru, Partner & Head of Capital Markets Practice, Clifford Chance Badea believes these challenges are interconnected and bleed into each other. “However, if we were to choose one that should be improved before the others, we would choose the variety of issuers. The good news is that, in the past few years, this has steadily improved - with more private issuers from different business areas – telecom, real estate, health, industrials, food and beverages - choosing the BVB.” “The Romanian state is the only one able to take measures with visible and immediate effects, if it were to decide to list or raise the transparency of state-owned companies, says Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii. “Unfortunately, he adds, we don’t see any of these as being feasible in the near future. To the contrary, there was no stateowned company listed on the Bucharest Stock Exchange in the last four years. In the meantime, the Romanian state is attempting to decrease the transparency of many state-owned companies that are currently falling under the GEO no. 109/2011 on corporate governance.” Narcisa Oprea, Partner at Schoenherr Bucharest, capital markets says that: “enlarging the investors’ base in primary distributions, more active market makers, issuers meeting investors’ expectations Lucian Anghel, BVB

“The local capital market was noted in 2017 for the high number of IPOs, all four listings coming from the private sector”

Which Lawyer in Romania

in terms of the results they deliver and disclosure requirements and a more efficient regulator may act as drivers for both liquidity and market prices. Once a sufficient number of newly listed issuers become a successful story for both sellers and investors, their example will be followed by other companies and consequently there will be a larger variety of issuers listed on the Bucharest Stock Exchange.” Madalina Paisa, Partner at Mitel&Asociatii argues that: “although the new developments were supposed to enhance investors’ confidence, given that the institutional investors are becoming more and more present on the Romanian capital market, in the near future the domestic capital market will develop with emphasis solely on this kind of investors. Such development is justified by the fact that financing through the capital market is,

Banking

Silvana Ivan-Hanganu, Tuca Zbarcea & Asociatii

“Local challenges may come from prospective possible restrictions in the private pension funds regime which could decrease the investment resources for such key players” basically, a much cheaper alternative, it surpasses the bank loan and is more accessible to high-performance companies. The development of the capital market in Romania is also linked to the economic growth and the state of Romanian industry generally. “There were two listings in the first half of 2018, the technical listing of Elvila and the IPO of Purcari,“ says Claudia

Chiper, Partner – Wolf Theiss. “Further, corporate bonds of €550 million issued by Globalworth started trading on the Main Market with settlements directly in euro. The settlement in euro is available only as of last year. All these transactions and changes on the market are the signs of an active stock exchange and the continuous development of the local capital market.” 

Most representative projects BIRIS GORAN SPARL office building on the Pipera-Tunari road Romanian counsel for Hagag Development in Voluntari, Ilfov County, from seller Europe, an affiliate of Hagag, the leading Commerzbank AG. Israeli real estate developer, on all Legal advisor to AdamAmerica, as regards Romanian law aspects in relation to the the refinancing of shareholder loans and public issuance of bonds on the Tel Aviv additional costs from Libra Internet Bank Stock Exchange for future residential and SA, in the context of acquisition - share office developments. deal and financing of Phoenix Tower, Represented One United Properties, owned by Degi PGV Tower - target, a leading Romanian high end residential 10,000 sqm office building in the Vitan developer, in a €20 million bonds district of Bucharest, from majority seller issuance through private placement, Commerzbank AG. maturing at 4 years. The bonds will Specialist lawyers: Daniela Lazea, improve the company’s capital structure Mariana Signeanu, Christian Mindru. and provide liquidity for new residential developments. The work also involved BOGARU & ASSOCIATES complex corporate governance and novel Acting for the majority shareholders of merger control issues. a Romanian distribution company in Legal advisor to Curitiba, Romanian relation to ongoing financial and banking real estate investor and developer, in arrangements. its capacity as borrower, with respect Advising on setting up international tax to negotiation and signing of loan and structure in relation to investment in a security documentation and fulfilment of major Romanian company in the energy conditions precedent with Libra Internet field. Bank SA, as lender, for the purpose of Acting for a Romanian company in relation further financial investment. to the raising of capital from a recognised Legal adviser to AdamAmerica, as international stock exchange. regards the refinancing/assignment of shareholder loans and additional BONDOC SI ASOCIATII costs from Libra Internet Bank SA, in Advised Mid Europa Partners in connection the context of acquisition, via a share with the increase of the financing obtained deal, of Construdava, owned by Degi in view of the acquisition by the private Construdava, the target), an 9,400 sqm equity fund of the Profi Rom Food retail

chain. This assistance comes as an extension to the law firm’s previous work for Mid Europa Partners in one of the largest acquisition finance and M&A deals on the Romanian market to date, the over €250 million finance for the acquisition of the Profi retailer. Advised Fondul Proprietatea in connection with the extension of the facility agreement of up to RON1 billion from BRD Groupe Societe Generale. Assisted the private equity firm, Altor, in connection with the Romanian law aspects of the facilities granted by a Swedish bank for the purpose of, among others, financing the acquisition price under the transaction for acquiring BTI Studios from Carlyle. Assistance toJD Norman Industries Inc., a US company, leader in the manufacturing of metal products for the automotive industry, in connection with Romanian law matters related to the financing of the acquisition of REGE Automative Brasov and also the further refinancing of the initial loan agreement. Advised Centrul Medical Unirea - Regina Maria group, one of the top two largest players in the Romanian medical services private market, in the context of the second increase and renegotiation of the facilities extended for the financing of the activity. Specialist lawyers: Simona Petrisor.

Which Lawyer in Romania

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII

Provided assistance to Olympian Parks Group with obtaining financing from OTP Bank needed for the development of a new warehouse facility located in Cristian commune, Brasov country extension of Olympian Brasov Industrial Park. The law firm provided legal assistance with respect to financing of development of this new industrial real-estate project, including reviewing or drafting the relevant documentation, e.g. financing contracts, mortgage agreements, corporate guarantees etc. and representation during negotiations with the financial institution involved in this transaction. Likewise, the law firm acted as advisor for completing all conditions precedent for the financing, involving a series of fields – real estate, regulatory, corporate. The law firm assisted Olympian Group with financing of its acquisition of Millenium Logistic Park located in south of Bucharest from Alpha Real Estates. The team coordinated a multi-jurisdiction team for this financing - Romania, Netherlands, Cyprus and provided legal assistance for reviewing and negotiating of all financing documents, as well as associated securities. Likewise, the law firm acts as leading advisor for completing all conditions precedent for the refinancing, involving a series of fields – real estate, regulatory, corporate, financial etc. Advised Aplast Wood Industry SRL - the Romanian subsidiary of Emsa Capital for financing the working capital and investment program for further development of production facilities. The legal assistance consisted from the negotiation of all financing documents with OTP Bank - e.g. credit agreement, securities, mortgage and pledge agreements, corporate documents, as well as implementation of all financing documents through assistance with completion of conditions precedent for financing, as well as registration of guarantees with the Electronic Collaterals Archive and the Land Registry. Provides various legal assistance to Good.bee Credit IFN, a non-banking financial institution authorised by the National Bank of Romania for microcredit financing - agribusiness loans, working capital loans, loans for farmers, loans for breeders - designed for all small rural and urban entrepreneurs. The law firm provides day-to-day assistance regarding various matters concerning Good.bee crediting activity - including,

Banking

due diligence of securities/collaterals created/granted by the borrowers etc. The law firm advised Apollonia Gardens - an important Greek real estate developer - for financing the working capital for development of high-class residential projects. The legal assistance consisted from the negotiation of all financing documents with Alpha Bank - e.g. credit agreement, securities, mortgage and pledge agreements, corporate documents, as well as implementation of all financing documents through assistance with completion of conditions precedent for financing, as well as registration of guarantees with the Electronic Collaterals Archive and the Land Registry. Provides legal assistance to Romania Hypermarche - Cora Romania, consisting of reviewing, negotiating and amending the leasing agreement related to certain new computers - and software licenceswith Econocom - a special vehicle company nominated by Unicredit Fleet Management and Unicredit - the financing entity. Specialist lawyers: Sergiu Gidei, Nicolae Ursu, Radu Boanta.

CLIFFORD CHANCE BADEA

Advised Unicredit Bank as legal advisor on €55 million loan to Premium Porc Group, the second largest pig farming player from Romania, granted by a syndicate of banks made of Unicredit Bank, BCR, BRD Groupe Societe Generale and Raiffeisen Bank - August 2017. Advised Deutsche Bank AG and UBS Investment Bank - as Global Coordinators, and Banca Comerciala Romana, BRD - Groupe Societe Generale, BT Capital Partners, Raiffeisen Centrobank and Banca IMI S.p.A. - as associate managers on the local aspects of the secondary public offering launched by Alro Slatina, one of the largest vertically integrated aluminium producers in Europe. The SPO was estimated at €500 million July 2018. Advised Citigroup, Deutsche Bank, HSBC Bank, J.P. Morgan and Unicredit Bank, as joint bookrunners, in Romania’s successful first Switch and Tender offer on the country’s outstanding $6.750% due 2022, in conjunction with a new $1.2 billion 30 year transaction - June 2018. Advised Globalworth Real Estate Investment Limited, one of the most important real estate investment companies focused on the CEE region, on its €550 million Eurobond issue listed on the Bucharest and Irish stock exchange

- the first bonds issue in Romania by a foreign real estate company and the first bonds issue in Romania governed by a foreign law (English law), May 2018. Advised NE Property Cooperatief – NEPI - in relation to the implementation of the €1 billion Guaranteed EMTN Programme guaranteed by NEPI ROCKCASTLE PLC and in relation to the issue and listing on the Irish Stock Exchange and Bucharest Stock Exchange of €500 million 1.75%. Notes due 2024 under the programme - December 2017. Specialist lawyers: Daniel Badea, Andreea Sisman, Cosmin Anghel, Gabriel Toma, Madalina Rachieru, Radu Ropota, Cosmin Anghel, Gabriel Toma,Yolanda-Alma Ghita-Blujdescu, Gabriela Muresan,Georgiana Evi.

DENTONS EUROPE

Advised a lenders’ consortium on the syndicated loan for the working capital financing of Fortuna Entertainment Group N.V. aimed at its acquisitions of Fortuna Romania and Hattrick Sports Group Ltd., Ireland. Advised Wanxiang America Corporation on the financing granted to the US-based manufacturer of steel components, JD Norman Industries, for certain capital requirements and the acquisition of REGE Automotive Brasov. Advised EBRD and BCR on the financing for CTP, one of the biggest developers of logistics and industrial spaces in Romania, aimed at refinancing of an existing loan and financing of the development of two new “green” warehouses of over 70,000 sqm leasable area near Bucharest. Advised Banca Comerciala Romana in connection with the refinancing of an existing facility and the financing for the development costs for an extension of one of the borrower’s - CTP entities projects, as well as in connection with the financing of the acquisition costs of two properties located in Salonta and Ineu by CTP from IPEC Group. Advised P3 Logistic Parks, a specialist owner, developer and manager of European logistics properties, on further amendments to cross-border financing arrangement with Raiffeisen Bank International, aimed at providing additional funds for further developments to Romanian borrowers. Specialist lawyer: Perry Zizzi.

GRUIA DUFAUT LAW OFFICE

Assisted a large company active in the insurance sector, also in relation with the financial surveillance authority;

Which Lawyer in Romania

Advised investors in connection with a funding from a French bank for the development of its business in Romania (assistance during negotiations, proposing guarantee instruments, drafting and negotiating mortgage contracts, mortgage rank assignment, amending existing mortgage contracts); Provided assistance in respect of and drafted loan agreements, as well as the related agreements for the funding of the Romanian subsidiaries of an American group. Specialist lawyers: Dana Gruia Dufaut, Loredana Van De Waart, Cristina Bojica, Teodora Koletsis.

IONESCU SI SAVA

The Banking and Finance team is currently assisting Banca Comerciala Romana S.A. in issuing legal opinions on whether the real estate guarantees brought by the credit institution’s clients fulfil the necessary requires to be mortgaged and which are the risks attached to these real estates. The legal opinions target the real estates of both individuals and legal entities, such as real estate developers, from all over Romania, and imply the review of the ownership documentation, administrative acts and cadastral plans. The Banking and Finance team is assisting a long-term client, MercedesBenz Leasing IFN S.A. on various issues related to its day-to-day activity, including legal opinions on various transactions, representation in litigation in courts throughout Romania, and other matters specific to non-banking financial institutions. The Banking and Finance team is advising A.P.E.RO. – the Romanian Electronic Payments Association (which includes virtually all banks in Romania, the two major payment schemes active in Romania – Visa and Mastercard, and several other service providers in the electronic payments industry) on matters related to the day-to-day activity, as well as on various legislative initiatives promoted by the association or its members. Advising one of the most active financial institution in Romania on the implementation of the first Romanian web-based application that shall allow the clients of the financial institution to configure a car and conclude a leasing agreement for it, only by using the online app. For the implementation of this project, the team is performing an indepth assessment of the legal implications of conclusion of leasing agreements

Banking

by electronic means, especially in connection with KYC/AML requirements, electronic signature and the ability to enforce such contracts in courts. Provided and continues to provide consultancy and legal assistance services on regulatory matters to one of the most important credit institutions in Romania in deposits and credit facilities for the improvement of housing. The team provided legal services including: an in-depth analysis of the regulatory framework, comprising interpretations and decisions of the supervisory and control authorities in the client’s field and the good practices applicable in other jurisdictions with regard to similar products to those offered by the client and assistance in drafting amendments to the applicable laws and application norms. Specialist lawyer: Radu Ionescu.

KINSTELLAR

Assisted a leading financial institution on a cross-border senior, secured loan facility in relation to the construction, commissioning and operation of an around 100MW wind farm. This deal is innovative in the context of changes in the regulatory field and interesting transaction structuring matters. Advised a leading financial institution on a secured loan to an international oil company group for the financing of a hydrocarbon power plant. Assisted a leading international financial institution on an acquisition financing transaction in Romania; the matter was implemented very rapidly with coordination with client and its counsels in several jurisdictions. Advising a high-tech and global engineering group, on an intended group cash pooling structure from a Romanian law perspective and review of draft cash pooling documentation to be put in place and negotiated with the financing institutions. Advising a fin-tech platform that enables financing for international postgraduate students who attend a participating business school or postgraduate institution, on the Romanian law requirements concerning provision of services to Romanian consumers. Specialst lawyer: Bogdan Bibicu.

SCA MITEL & ASOCIATII

Advising Accession Mezzanine Capital in relation to all their day-to-day legal matters and also in connection with their investments on the Romanian market. We

have been providing legal assistance with regard to equity or debt-related issues. Advising TUD Business Consulting, a consulting firm providing professional financial solutions to public and financial institutions, in connection with the financing by the European Investment Bank of the thermal rehabilitation of the housing buildings located in various Districts of Bucharest. The law firm has been advising Arabesque on complex financing projects, including bilateral and syndicated loans, corporate individual or group financing, refinancing of existing debt and finance leases of over €100 million they are continuously involved in structuring, drafting and negotiating loan documentation packages, including security documents, whereas the expertise in the field is perfectly combined with an in-depth knowledge of the client’s business. Also assisting the client in negotiations for obtaining various banking products and services (other than credit facilities) for business development. Arabesque is the Romanian market leader in B2B trading of construction materials and finishes. Advised Continental Hotels in negotiations related to a long-term loan facility granted by CEC Bank for refinancing all credit facilities granted to continental Hotels by BRD Societe Generale. Mitel & Asociatii were actively involved in the negotiations with the financing bank and the legal work included assistance in corporate and real estate matters associated with the refinancing process, reviewing and negotiating the entire security package, including movable and immovable mortgages. Continental Hotels is a well-known Romanian hotel chain which includes 13 hotels, four of which are operated under the Ibis brand. Provided legal assistance to Alexandrion Group in the negotiations with Alpha Bank for obtaining a long-term loan for the acquisition of Halewood Group (with six companies active in the wine production and distribution market) and refinancing of a credit facility granted by Raiffeisen Bank. The work included, among others, legal opinions and assistance for the successful closing of the long-term loan and debt refinancing, as well as review and negotiation of the personal guarantees and asset collateral securing the new credit facility. The law firm also had a strong legal input on several post-completion matters, including complex real estate and corporate matters related to this project.

Which Lawyer in Romania

Specialist lawyers: Sorin Mitel, Madalina Paisa.

MUSAT & ASOCIATII SPARL

Advising Goldman Sachs on Romanian securities law and their application to the structured securities programs of Goldman Sachs and its subsidiaries. After assisting Premier Capital PLC on a $45 million long term facility to fund capital needs of Premier Restaurants Romania - previously McDonald’s Romania and related security package, acted as legal counsel for Premier Restaurants Romania in connection with the latter entering into an amendment and restatement agreement to the senior facilities agreement between BRD-Groupe Societe Generale - the financing bank in the transaction and Premier Capital, as well as in connection with the creation by Premier Restaurants Romania of securities over its movable and immovable assets, for the purpose of securing the financing obtained under the senior facilities agreement. This is one of the main deals in the food and beverages sectors that were registered last year in Romania, whereby lawyers had to accommodate multiple jurisdictions’ requirements. Advises Ciech SA, the leader on the Polish chemical market in high-end chemical products: soda ash- the second largest European provider, sodium bicarbonate, salt, polyester and epoxy resins, agricultural products and glass products, as well as other chemicals, with respect to its financing and refinancing of global group debt through a variety of financial means from typical lending to securities offerings amounting to aproximately €350 million. Acting as lead Romanian legal counsel for Massimo Zanetti Beverage Group, the biggest private company in the coffee industry, with turnover of around $1.2 billion per year, in relation to the planned initial public offering - IPO on Milan Stock Exchange, including preparation of due diligence and offer prospectus related to the Romanian subsidiaries of Massimo Zanetti Beverage Group. This is one of the few initial public offering – IPO conducted on the beverages market on the Milan Stock Exchange, being particularly challenging since it involves a wide array of cross-border subsidiaries of Massiomo Zanetti Beverage Group in Europe and US, which entailed the preparation and coordination of a very complex legal due diligence exercise and offer prospectus.

Banking

Advising PPF BANKA A.S. - PPF Group’s central treasury bank, in connection with a multimillion facility previously granted to a local real estate developer for the construction of a large office building project in Romania, facility which was recently increased, the total financing exceeding €45 million. The legal work consisted in advising the lender during discussions and negotiations with the developer in relation to the terms and conditions of the loan increase, while prepared and negotiated the relevant addenda to the security package created to secure the facility. What is innovative in this project is the fact that the real estate developer negotiated the financing directly in the Czech Republic, with PPF Bank, taking into consideration that the banks on the Romanian local market continue to be reluctant in granting loans in the real estate area. The team identified the most appropriate legal solution to successfully close the project. From time to time, the bank and debtor agree upon changing part of the terms and conditions related to the security package and we are dealing with finding the most appropriate form of the transaction documentation to secure the bank’s position. Assisted a global financial institution in connection with the securing of its financing granted to three companies holding and operating three of the largest photovoltaic power projects in Romania, in the context of a multinational project finance involving a number of affiliated companies and thus local jurisdictions. Due to multiple reasons, the bank is now confronted with serious risks of default by the relevant obligors, for which reason it is now seeking for legal service to safeguard its position and to enforce the security interests created by virtue of the relevant Romanian law security agreements. Specialist lawyers: Gheorghe Musat, Razvan Stoicescu, Monia Dobrescu, George Chiocaru, Alina Solschi, Adrian Danciu, Mona Musat, Anca Simeria, Cristian Cepesi.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to a syndicate of banks in a €23 million financing granted to the leading Romanian meat product producer. Assistance to Romania’s largest lender in a €23 million financing granted to a major player in the packaging industry in Romania for the building of a new

factory. Assistance to one of the most active real estate investment companies in the SEE and CEE markets in a €30 million loan for extending its logistic property business in Romania. Specialist lawyers: Manuela Nestor, Alina Radu, Valentin Voinescu.

NOERR

Advised the client, one of the leading enterprises on the European real estate market for large commercial centers, on the acquisition and financing of a new real estate project with as estimated value exceeding €50 million. Advised an Austrian bank on several real estate financings granted to a Romanian borrower (developer for a major European retail chain) with a total value exceeding €10 million. Advised the client, an industrial corporation, on the restructuring and enforcement of the financing and security agreements pertaining to eight photovoltaic power plants in Romania, with a total value exceeding $171 billion. Advised a major Austrian bank on the financing of a real estate project with a value exceeding €3 million. Structuring of insurance products and advice in relation to regulatory matters incident in insurance products and accessory services that can be offered by insurance companies. Client: Grawe Romania Insurance. Specialist lawyers: Magdalena Alexandra Lupoi, Gabriel Popa.

PACHIU&ASSOCIATES

Assisting on a more than €200 million financing internationally granted to a major European telecommunication antennas producer by a syndicate of European banks. Assisted Black Sea Oil & Gas, a company controlled by the global investment group Carlyle in the process of securing financing from the European Bank for Reconstruction and Development (EBRD). During this process, EBRD became a shareholder of Black Sea Oil & Gas. Advised BSOG and Carlyle during the negotiation and implementation of the transaction documents, ensuring a smooth completion of the transaction. Assisted Nufarm, one of the largest global players in the agricultural development, farming and agricultural products industry, in the process of extending a revolving corporate facility of about €35 million from one of the largest Austrian banks.

Which Lawyer in Romania

Assisting Erste Bank, the first Austrian savings bank and one of the largest financial services providers in Central and Eastern Europe, in a real estate project financing for retail buildings located. Specialist lawyers: Alexandru Lefter, Remus Ene, Marius Nita, Radu Noslacan.

PELI FILIP SCA

Assisting Banca Transilvania in the largest transaction on the Romanian banking market of 2017, the acquisition, by means of a share deal, of 99.15% stake in Bancpost and 100% of the shares issued by ERB Retail Services IFN and ERB Leasing IFN, which are part of the Eurobank group. Assisting National Bank of Greece SA in connection with the attempted sale of its participation in the share capital of Banca Romaneasca SA and of certain corporate loan portfolios granted by Banca Romaneasca SA to important local market players. Assisting RCS&RDS SA, one of the leading media and telecommunication companies in Romania, in connection to an €200 million bridge facility agreement concluded between RCS & RDS SA, as borrower and original guarantor, Digi Tavkozlesi es Szolgaltato Korlatolt Felelossegu Tarsasag, as borrower and original guarantor and Digi Communications N.V., as original guarantor and parent, and Citibank Europe PLC, Dublin, Romania Branch and ING Bank N.V. Amsterdam, Bucharest Branch, as original lenders, Citibank, N.A., London Branch and ING Bank N.V., as arrangers and ING Bank N.V., as facility agent. Specialist lawyers: Alina Stancu Birsan, Alexandru Birsan, Alexandra Manciulea.

POPOVICI NITU STOICA SI ASOCIATII

Advised two Romanian subsidiaries of Immofinanz on the €71 million financing granted by Raiffeisen Bank International AG for financing and refinancing the development of various office buildings in Bucharest. Assisted Unirii View on the €23 million financings granted by Raiffeisen Bank for the development of an office building. Advised several subsidiaries of Oresa Ventures on term loan facilities up to €27 million granted by BRD Societe Generale. Assisted Hidroconstructia on $23 million syndicated credit agreement concluded with BRD Societe Generale and Exim

Banking

Bank for the implementation of a $115.5 million contract in Jordan. Assisted VIA SMS Group on its entry in Romania pursuant to the acquisition of Netcredit IFN SA. Specialist lawyers: Alexandru Ambrozie, Alexandra Niculae, Codrin Luta, Bogdan C. Stoica, Andreea Hulub.

RADULESCU & MUSOI ATTORNEYS AT LAW

Assisted the client in obtaining financing through a bond issuance. Assisted the client in taking out €8 million financing from OTP Bank. Assisted the client in taking out loans from CEC Bank and ING Bank. Assisted the client in the bond financing of Impact Developer & Contractor, one of the big real estate developers in Romania. Assisted regarding the bond financing of One United Properties, one of the biggest real estate developers in Bucharest. Specialist lawyers: Roxana Musoi, Carmen Banateanu.

RTPR ALLEN & OVERY

Advised the syndicate of banks made up of ING Bank N.V. through ING Bank N.V. Amsterdam – Bucharest Branch, Banca Comerciala Romana, Raiffeisen Bank and Unicredit Bank in relation to an extended credit facility in amount of $360 million granted to KMG International Group for covering the regular needs in the group activity. The four banks provided the amount in equal proportions. The credit facility, guaranteed by KMG International, will be used by Rompetrol Rafinare, Rompetrol Downstream, KazMunayGas Trading and KMG Rompetrol for their general financing needs and for the creation of an efficient operating environment ensuring smooth running of their business. Advised EBRD and ING Bank N.V. Amsterdam - Bucharest Branch on a €96 million financing for CTPark Bucharest logistics park located on the A1 Bucharest-Pitesti motorway and owned by CTP Group, one of the most active investors in industrial and logistics spaces in Romania. Advised Cetelem IFN SA and BNP Paribas Personal Finance on the crossborder merger of Cetelem IFN SA into BNP Paribas Personal Finance. The structuring and implementation of the merger had to take into account various timing and regulatory constraints and had to be coordinated with the simultaneous mergers occurring in other jurisdictions.

Advised Purcari Wineries Public Company Limited on its IPO and admission to trading on the Bucharest Stock Exchange. The law firm managed to implement an extremely ambitious timeline, involving coordination of five jurisdictions and handling of a fair amount of market “firsts” - such as the delegation of prospectus approval authority to the Romanian FSA. This is the first Moldovan company listed on the Bucharest Stock Exchange. Purcari Wineries is one of the most iconic wine brands of the Republic of Moldova, leader in the premium wine segment in Romania and Moldova. Advised Wood & Company Financial Services and Raiffeisen Bank as joint bookrunners on the IPO of Sphera Franchise Group and admission to trading on the Bucharest Stock Exchange. Alpha Finance Romania SA was also part of the banks’ consortium. Sphera Franchise Group is the holding entity of KFC, Pizza Hut and Taco Bell restaurants and is the first listed foodservice operator on the Bucharest Stock Exchange. Specialist lawyers: Victor Padurari, Poliana Gogu-Naum, Costin Taracila, Alexandru Retevoescu, Cosmin Tilea, Loredana Chitu (Boeru), Andreea Burtoiu, Mihai Ristici.

SCHOENHERR SI ASOCIATII SCA

Consolidation in the Romanian banking sector continued in 2017 and the first part of 2018, with three out of four Greek banks present in Romania (Piraeus, National Bank of Greece, Eurobank) withdrawing or attempting to withdraw from the local market, as part of their commitments undertaken in front of the European Commission. The law firm advised on all these bank M&A deals which changed the face of the Romanian banking system. Advised banks, as well as interested buyers, in the largest NPLs sales on the local market over the past years. This trend continued in 2017 and the first half of 2018, when the law firm has advised: BRD Groupe Societe Generale on the sale of a NPLs portfolio with a face value of approximately €280 million to the Polish group Kruk; Raiffeisen Bank Romania SA on the sale of a secured retail and corporate NPLs portfolio with a face value of approximately €271 million to B2 Kapital Portfolio Management SRL and Debt Collect Agency SRL, both subsidiaries of B2 Holding ASA; the interested buyer in the sale of a corporate NPLs portfolio with a face value of €360 million.

Which Lawyer in Romania

Banking

Assisted Sphera Franchise Group S.A. and its shareholders on the IPO on the Bucharest Stock Exchange. Sphera Franchise Group S.A. is the holding company for the companies that hold the rights to operate KFC branded restaurants in Romania, the Republic of Moldova and certain regions in Northern Italy, as well as Pizza Hut branded restaurants and Taco Bell branded restaurants in Romania; it is currently one of the largest restaurant groups in the full-service restaurant sector in Romania. The project was finalized in November 2017. Advised Raiffeisen Bank S.A., BRD - Groupe Societe Generale S.A. and Banca Comerciala Romana S.A. (acting as intermediaries) on a €120 million principal amount bond issuance established by the City of Bucharest. The project was finalized in April 2018. Advised One United Properties S.A. on a privately placed €20 million bond, fully subscribed by Credit Value Investments, aimed at financing the current and future development of real estate projects by One United Properties S.A. The project was finalized in November 2017. Specialist lawyers: Matei Florea, Madalina Neagu, Narcisa Oprea.

the court has ordered a team of financial auditors to conduct a detailed analysis of all of the fraudulent loan files, as well as all the banking rules to have been breached. Representing major banks, Raiffeisen Bank SA, Bancpost SA, in collective damages claims launched by National Authority for Consumers Protection in a consortium litis with bank’s customers, aiming the denomination of CHF credit contract costs, and a rate exchange frozen as for 2007 - 2008 level. The team convinced the courts to dismiss all those collective damages claims as groundless, proving that the banks’ obligation to inform their clients about the CHF currency risk has been entirely respected and should be analyzed in the context of the specific information available at the time of credit agreements conclusion. The lawyers also proved that CHF currency risk is actually applicable to any foreign currency credit and the banks cannot be held responsible for the customers’ choices. Legal assistance and representation in the merger procedure between two banking companies. One of the issues raised and needed to be resolved was with regard to the notary authentication of the GM decision (Patria Bank).

STOICA & ASOCIATII

STRATULAT ALBULESCU ATTORNEYS AT LAW

Advising and delivering legal opinions to various major local banks (Banca Comerciala Romana (BCR), Raiffeisen Bank, ING Bank) in connection to a series of collective action claims initiated by the banks’ clients with regard to challenging of alleged abusive clauses contained in the credit contracts. The cases raise very complex legal issues and are deferred to many courts throughout Romania. The most significant strength of the law firm lawyers lies with their wealth of knowledge and experience in the banking sector. Having a pro-active attitude and using negotiation skills, the lawyer identifies connecting bridges between banks and his clients. Responsiveness to the bank’s demands, an in-depth understanding of the entire loan contract and procedural mastery in court represent key elements in successfully solving the disputes over alleged abusive clauses. Representing a major Romanian bank, BRD - Groupe Societe Generale, in a litigation against a fiscal deed concerning tax adjustments performed as result of fraudulent loans. It is the first litigation of this magnitude, considering that the fiscal authorities have determined significant additional income tax obligations. Considering the complexity of the case,

Advising EDS Group during a complex process of securing EUR 4 million financing facilities from Piraeus Bank Romania, to partially finance the acquisition price payable by EDS Group in an M&A deal concerning an important print business in Romania. Assisted First Property in negotiating a credit agreement and the security documents package with a Romanian bank, in relation to the financing of the acquisition price of the Maestro office building in Cluj. Assisted World Class Romania, the largest fitness clubs operator in Romania with respect to finance related matters such as: the process of amending existing facilities and obtaining new financing facilities from Raiffeisen Bank Romania for financing further acquisitions of fitness clubs in Romania. During the initial due-diligence process in relation with, and negotiation of, an alternative financing structure from a Polish closed-end investment fund. Assisting Assurant, a UK based insurance intermediary, by providing an in-depth analysis of the stage of manner of implementation of the Insurance Distribution Directive in Romania. Assisting Willis Towers Watson, a leading

global advisory, broking and solutions company, on a continual basis, reviewing company’s general and AML policies. Specialist lawyer: Costin Teodorovici.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Represented EOS, a top European asset management group, in the acquisition of an unsecured non-performing retail portfolio from Banca Transilvania, the second largest bank in Romania - Project Castrum. The law firm played a prominent and leading role in the structuring of the transaction, during the negotiation phase of the transaction. The team assisted the client in completion and post completion phases. The law firm continues to assist the buyer in post-acquisition aspects. Assisted EOS Credit Funding DAC in the acquisition of assets including a mixed portfolio of unsecured non-performing loans of mainly corporate and also consumer clients - Project Arena. The law firm further advised on the drafting, negotiating and closing of the deal efficiently and professionally and continues to assist the buyer with any other issues related to post-acquisition aspects. The assistance on this transaction brought to light the extensive expertise of financial services’ team in banking law and transactional work in the banking sector. The law firm is the key legal advisor to Provident Financial Romania, a local subsidiary of a UK non-banking financial institution, the largest provider of pay day lending products in Romania. The law firm is a strategic partner of the client, having a sound understanding of its business and a strong command of all legal fields in which the client is involved. The team provides comprehensive legal advice, including on GDPR, regulatory and consumer protection aspects. The law firm is the key legal advisor to Porsche Finance Group from 2007. This year, the law firm advised on various legal issues ensuring the client is in the best position from compliance and business aspects. In particular, the team assisted in assessing the impact of the Romanian draft law implementing the Insurance Distribution Directive 2016/97 on the Insurance activity of the group. Furthermore, the law firm assisted on a large scale project for compliance with the General Data Protection Regulation (EU) 679/2016, in all phases of the project. Assisted a credit institution subsidiary of an European financial group in assessing and implementing the amendments to

Which Lawyer in Romania

their business processes and contractual framework triggered by Mifid II. Assisted a relevant credit institution with assessing the Romanian and EU framework on electronic signature with the aim to implement the electronic signature within the internal processes of the bank. Specialist lawyers: Laura Toncescu, Sebastian Olteanu, Cristina Rosu, Gunay Duagi, Elena Bobu.

TUCA ZBARCEA & ASOCIATII

Legal assistance in connection with a €60 million financing for Transgaz, the technical operator of the Romanian national gas transmission infrastructure system. The financing was granted with a view to developing the regional gas pipeline between Romania, Bulgaria, Hungary and Austria - the BRUA gas corridor. Advising on a €360 million (face value) transaction regarding a NPL portfolio of ALPHA BANK Romania S.A. and ALPHA BANK A.E. The lawyers assisted in the takeover by a consortium of international investors of a NPL portfolio from ALPHA BANK Romania S.A. and ALPHA BANK A.E. Advising on AnaCap Financial Europe’s €325 million Senior Secured Floating Rate Notes Offering. The law firm advised on the Romanian aspects incident to the deal. The offering took place through the new Luxembourg Reserved Alternative Investment Fund, AFE, building on AnaCap’s long track record investing in portfolios of performing and nonperforming debt across Europe. Legal assistance in connection with a €50 million financing granted to Forte Partners. The team acted for Unicredit Bank in relation to the €50 million financing granted to Forte Partners, a Romanian real estate developer. Legal assistance in connection with a €22 million financing granted to AFI Europe Romania - part of the AFI Group. The team acted for Bank Leumi Romania in relation to a €22 million financing granted to AFI Europe Romania, with a view to developing the AFI tech park, a green office project in Bucharest. Specialist lawyers: Mihai Dudoiu, Gabriela Anton, Catalin Baiculescu.

VOICU & FILIPESCU SCA

Appointed as advisors on the M&A deal regarding the client’s acquisition of the Romanian operations of a Bank– Member of National Bank of Greece Group - includes acquisition of equity and sub-debt participation in such bank,

Banking

refinancing all intra-group loans by the purchaser group; rendered services include obtaining acquisition clearance from the National Bank of Romania, as well as on other conditions for closing. Assisting the buyer in the acquisition from the largest bank in Greece of the non-life portfolio of an important insurance company in Romania and in the subsequent acquisition of the 100% ownership in said insurance company. Assisted a bank and a borrower in connection with a complex the refinancing transaction of a hotel in Romania, with the occasion and corroborated with the indirect sale of the bank participation in the borrower to an important producer and distributor of alcoholic beverages in Romania. Assisted a world’s leading B2B2C specialist in support and assistance services for insurance market in restructuring its Romanian subsidiary, a global competence center specialized in road assistance and travel insurance, by transformation in a branch through a cross-border merger. Assistance to this client also included aspects of commercial law, data protection law and practice and a complex case for ensuring compliance with the Romanian legislation of the client’s employment documentation. Assistance to a Hungarian bank, acting as lender, facility agent and security agent, in the project by which a syndicate coordinated and arranged by an Austrian bank re-financed the existing loan facility of $137 million to the most important Romanian aluminium producer, with a $30 million top-up as a non-funded facility - for issuance of surety bonds. Specialist lawyer: Dumitru Rusu.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Revetas Capital Fund II and an affiliate of Cerberus Capital Management, L.P. acquired a leading hotel complex with approximately 86,000 sqm of gross leasable area in Bucharest, Romania. The complex includes two hotel facilities, the Radisson Blu and Park Inn Hotels, as well as approximately 7,500 sqm of prime retail space. In addition to providing M&A assistance and real estate due diligence, the law firm assisted the purchasers in relation to financing and refinancing of the acquiring and the acquired companies’ debt. This was the largest real estate transaction in Romania in 2017. The transaction was named ‘Investment Deal of the Year’ at the 13th SEE Real Estate

Awards. Completion date: November 2017. Advising Raiffeisen Bank International AG in relation to the granting of an approximately €75 million facility to one of the largest Romanian real estate developers for the purposes of refurbishing and constructing 19 office buildings in Bucharest, Romania. Provided advice in relation to the security package structure as well as the intricate issues and mitigates related to the title over the mortgaged properties. Completion date: November 2017. Advising a Warsaw based investment company, Credit Value Investments, regarding an issuance of bonds under Romanian law. The issuer was one of the largest Romanian poultry producer in Romania, Aaylex, holding the brand Coco Rico, which sells about 72% of its production to Bulgaria, Czech Republic, Cyprus, France, Germany, Greece, Macedonia, UK, Netherlands and Slovakia. The proceeds on the issuance of bonds are used for the development of production facilities. The transaction is the second private placement made by Credit Value Investments in Romania and one of its kind on the Romanian market considering that it poses legal issues due to its lack of regulation as well as to the structure and belts and suspenders envisaged by the investor. Deal value is €25 million. Completion date: May 2018. Advised Erste Group Bank AG in relation to the granting of approximately €30 million credit facilities to a Romanian borrower for the purpose of financing a class A light industrial/logistic project located in Timis County, Romania. Advised in relation to the due diligence process as well as the structuring, drafting and negotiation of the finance documents. Completion date: January 2018. Advised B2Kapital in relation to the purchase of the non-performing loan portfolio including mortgage-backed loans granted to corporate and retail clients by a banking institution in Romania. The law firm analyzed and advised on the largest corporate and private individual exposures and worked together with the B2Kapital team in setting up the restructuring strategy considering the status of enforcement and insolvency against each debtor as well as the remaining available legal options. The law firm also supported the B2Kapital team in relation to the negotiation and closing of the sale and purchase agreement as well as the transfer of the relevant receivables. Completion date: April 2018. Specialist lawyer: Claudia Chiper. 

Which Lawyer in Romania

Energy

EN ERGY M A R K ET SH A K E -U P The energy sector has a major role in Romania’s economy and security policy. With Romania’s electricity generation being one of the most balanced in the European Union, the country is shifting it's energy generation capabilities from coal, hydro and onshore fields, to offshore and renewable energy, while the recently discovered oil and gas deposits in the Black Sea basin could turn the tables in the energy mix.

nvestments in the Black Sea oil and gas sector will generate revenues of over 26 billion USD to the state budget by 2040, representing an additional 40 billion USD to the country’s GDP. Moreover, the impact on the labor market translates into creating and annually maintaining an average of over 30,000 jobs. These conclusions are based on an independent Deloitte Central Europe report entitled "The contribution of Black Sea oil and gas projects to the development of the Romanian economy", which was performed at the request of the Romanian Black Sea Titleholders Association (RBSTA). The study covers a period of 40 years, starting with 2000 and data used for the analysis was collected from publicly available sources (European Commission, ENTSO-G, ANRM, ANRE, etc.) and Deloitte’s own data and panel of experts. The forecast is based on Deloitte Central Europe assumptions regarding the evolution of the Romanian economy, in general, and of the offshore industry, in particular. The report also presents the strategic value of the Black Sea projects; these will enhance Romania’s position in ensuring the regional energy security, after firstly securing the domestic natural gas consumption (35% of the production from the analyzed period could be exported, while the difference would cover the decline in the onshore production, in the context of increasing domestic consumption). In the context of important regulatory changes the last year, lawyers focused either on advice related to draft regulations and impact of announced regulatory changes, as well as regulatory matters impacting on day to day activities and structuring of various projects, as well as the interaction with regulatory authorities.

Which Lawyer in Romania

In the same time assistance was required in relation to various disputes, including in pre-litigious stage, where complex teams of energy and litigation specialized lawyers are usually organized. Ruxandra Bologa, Partner, Co-Head of Energy and Natural resources Oil & Gas at NNDKP says that currently major legal and regulatory pieces of legislation in the offshore sector are in the process of being enacted, therefore there is an increased interest of titleholders of petroleum concession agreements which has translated in a significant amount of legal work in order to guide them through the public consultation processes and help them assessing their investment decisions. Describing the lawyering activity, Bologa pointed put some of the activity specifics for this year: "A fair part of regulatory advice focused on the legislation regarding natural gas trading, the intricacies of which not only once have materially interfered with the titleholders' possibilities to take investment decisions, finance the development of their projects or even to plan the marketing of future gas. A substantial part of legal work has been and still is dedicated to assisting clients in the contractual relations with the National Agency for Mineral Resources, which is the grantor of the concession agreements. Legal advice includes drafting documents and assisting titleholders with the negotiations for entering into addenda to petroleum concession agreements, assistance regarding validity of documentation previously entered into with the state in relation to petroleum

Bryan Jardine, Wolf Theiss

“There appears to be renewed interest in this sector, tempered however by some skepticism given the government's numerous prior changes to the GC”

Energy

Marta Popa, Voicu Filipescu

“Governments are generally free to grant incentives when they plan to stimulate a certain market as well as decide their reduction when no longer sustainable” concession agreements and assistance with the assessment of the performance of the titleholders' obligations under the concession agreements. For projects which are already or are about to enter the development stage assistance encompasses a wide range of fields, from helping client to acquire rights over the land necessary for the construction of the specific infrastructure, to advice in relation to the permitting process and marketing of future gas. M&A projects related to oil & gas targets (share deals, farm-in/ farm-out agreements or other structures) are also an important generator of work and where combined in-depth industry knowledge and the M&A experience is particularly helpful and appreciated by clients. Last, but not least, other matters in which assistance is usually requested relate to contractual relations between titleholders of petroleum concession agreements, or between titleholders and the state, including litigation related advice. Furthermore, the mining sector offers numerous situations in which legal assistance is required, as Romania has several exploitable deposits of ferrous and non-ferrous ore, aluminum ore and rocks, residual mining products, noble metals, as well as coal. Assistance is usually sought in respect of the interaction with the competent regulatory authorities or in relation to drafting and negotiating potential transfers of mining licenses. In addition, the regulatory framework is currently under review and there is a draft new Government Strategy in this sector. Once such amendments are in place, legal assistance is most likely to be required in order to understand the changes in the legislation and determine the best course of action for businesses in the mining sector. Lawyering activity in the energy sector witnessed a plunge specially after the legislation change affecting the renewable sector. As Romania has assumed that by 2020 renewable energy will have a 24% share in total energy consumption, a target that was achieved three years

before the deadline, the renewables saw an abrupt decline in interest following the diminishing of investments in renewable energy capacities. But the sudden chance in the renewable support scheme implemented in 2013 made several investors in photovoltaic energy to bring to court at the International Bank for the Settlement of Investment Disputes (ICSID) in Washington a request to initiate an arbitration procedure with Romania, represented by the Ministry of Energy, accusing the Romanian state of breaching the International Energy Charter Charter by cutting subsidies for renewable energy production. "I believe that renewable energy investors' initiative to take action against the Romanian State for recovering the losses caused by the reduction of the support scheme has not come as a surprise for anyone. All signs and warnings were pointing to that direction and it was only a matter of time. This might be just as well only the first in a series of similar cases," says Monica Cojocaru, partner at Schoenherr Bucharest, corporate/M&A, energy & natural resources. "This step was long awaited in the market," says Marta Popa, Senior Partner at Voicu Filipescu. "Discussions around the subject were opened more than 4 years ago; however, the fact that a number of 10 companies decided to eventually take such step attests to the fact that the measure has been carefully prepared in the professional environment. While the plaintiffs’ concern regarding the decrease in the profit pursuant the Romanian state decision to reduce the green energy subsidies is legitimate, governments are generally free to grant incentives when they plan to stimulate a certain market as well as decide their reduction when no longer sustainable." Bryan Jardine, Partner at Wolf Theiss says that "we have been monitoring this situation over the last years and we are not surprised that the claim was initiated, only how long it took for the claimants to decide to finally move ahead with their claim against the Romanian State."

Which Lawyer in Romania

In spite of the steps that have been taken towards improving the legislation that hindered investors from pursuing their business plans in Romania it seems renewable energy is still of moderate interest. "There appears to be renewed interest in this sector, tempered however by some skepticism given the government's numerous prior changes to the GC and other regulatory aspects related to this field. Investors are interested but concerned with legislative stability in this area," says Bryan Jardine. Marta Popa, Senior Partner Voicu Filipescu argues that despite reduction in the green energy incentivization scheme, the renewable energy sector is still attractive for investors in Romania compared to other European countries. Also, the diversity of energy sources is an attractive element of the Romanian market. Conventional energies are still attractive as Romania – unlike other countries in Europe - still benefits of considerable energy sources. "In terms of renewable energy, we note that aside from the green certificate support scheme another system was established for high efficiency cogeneration units, but not in all cases such units are running on renewable sources. Furthermore, currently 2 state aid schemes are in place, one with respect to the development of new cogeneration units and one with respect to supporting investments in the production of energy from less used renewable sources, such as biomass, bio-fuel and geothermal power, both schemes being in place until 2020. Moreover, recently the Government announced its intention to develop several projects in a public-private partnership, including the construction of a new hydrotechnical complex on the Danube with a proposed capacity of 1,200 Gwh/year, as well as the hydro power plant with

Energy

Daniel Vlasceanu, Vlasceanu Ene & Partners

“The Romanian renewable market witnessed a multitude of projects put up for sale following the reduction of the renewables support schemes” accumulation through pumping (TarnitaLapustesti) announced initially several years ago. Without commenting on the feasibility or likelihood of the projects announced by the Government, and also taking into account the current stage of development of the green certificate based support scheme (as briefly mentioned above) it seems that in the near future the attractiveness in investing in large renewable projects is not high," argues Gabriela Cacerea, Partner, CoHead of Energy and Natural resources) - NNDKP. With respect to conventional energy, considering the need of a mix of conventional and renewable sources due to instability of the latter, as well as the

need of refurbishment and modernization operations for existing conventional power units in order to meet environment protection requirements, new investments are awaited as it seems that there is a consensus as regards the necessity to invest in conventional energy generation units, whether in new units or existing ones In addition, taking into consideration the latest developments with the potential natural gas exploitations from the Black Sea, there is interest at a Governmental level in the potential development of new generation units in Romania using the natural gas which could be produced from the Black Sea. “Given the last couple of years dominated by the low international oil price (which reflected in lower sale prices of the petroleum fields), in 2017 there were many international (middle and small size) investors seeking to get a footprint in Romania. The last months oil price increase will further support particularly upstream investments. At the same time, the Romanian renewable market witnessed a multitude of projects put up for sale following the reduction of the renewables support schemes. We express limited optimism as to the increase of investments in the renewable sector in the context of the last year legislative amendments,” says Daniel Vlasceanu, Partner at Vlasceanu Ene & Partners. The moderate optimism regarding the attractiveness of Romania's energy generation sector is shared by Monica Iancu - Partner - Bondoc si Asociatii:" given the abrupt governmental intervention in the past years, re-boosting investors trust seems quite a challenge in some areas, such as reneawables. The long-awaited completion of the energy strategy for the period 2018-2030 with perspectives for 2050 may start up again the appetite for the sector." 

Most representative projects BOGARU & ASSOCIATES

Advising central European investor in relation to photovoltaic project in Romania Advising electricity supplier in relation to its business in Romania and governmental agencies. Advising a corporate finance company, specializing in the environment and infrastructure on an energy efficiency company’s patented product

CLIFFORD CHANCE BADEA

Advised the European Bank of Reconstruction and Development – EBRD on its equity investment in Black Sea Oil & Gas, a Romanian company backed by Carlyle group that operates various offshore gas fields in the Romanian part of the Black Sea. November 2017 Advised Banca Comerciala Romana and EBRD on financing the development, construction and operation of a recycling

plant for waste lubricant oils, by Romanian company Green Oil and Lubes. The plant will regenerate used lubricant oils and turn them into base oils for sale and reuse in the automotive and other industrial sectors. December 2017 Advised the consortium of banks led by Deutsche Bank AG and UBS Investment Bank on the secondary public offering launched by ALRO Slatina, one of the largest vertically integrated aluminium

NOUL MOBILIER SCANDINAV www.smuktliv.ro | 0726 10 99 87

Which Lawyer in Romania

producers in Europe, including an extensive due diligence of ALRO's operations which comprise a smelter and processing facilities, including a cast house, hot and cold rolling mills and an extrusion shop. June 2018

BONDOC SI ASOCIATII

Advising the shareholders of Oscar Downstream, the largest Romanian independent oil product distributor in connection with the intended disposal of majority shareholding and structuring of the shareholders arrangement for remaining minority participation. Complex transaction document revision and negotiation with private equity fund. Advising the shareholders of GASPECO L&D SA/TRANSPECO LOGISTICS & DISTRIBUTION SA, the largest companies active in the distribution and transportation of liquefied gas products in relation to the intended disposal of participation and structuring and revision of transport contract scheme in the distribution network. Assisting Eviva Energy, Romanian arm of Martifer Renewables, in connection with the sale of a set of 9 Suzlon turbines to a foreign buyer. The project involved complex regulatory and construction assistances, customs law aspects, taxation matters as well as international transportation law aspects. Assisted ENGIE Romania SA in connection with legal matters concerning over 80 concession agreements for natural gas distribution service. Assisting Oltchim SA, a major producer in the chemical industry including in connection the assessment of legal matters concerning the electricity and energy infrastructure and the transfer thereof. Specialist lawyers: Lucian Bondoc, Monica Iancu, Cosmin Stavaru.

DENTONS EUROPE

Advised CEFC China Energy Company (CEFC) in its acquisition of a majority stake in KMG International (KMGI), a unit of Kazakhstan’s state oil and gas company, which owns refining and fuel distribution assets in Europe. Advising a multinational utilities company in connection with the potential acquisition of a majority stake in a developer and operator of wind turbines and PV projects in several EU jurisdictions together with Dentons offices from the respective countries. Advised Ireland-based company

Energy

in connection with the concession agreement concluded with the local authorities for the purpose of extracting minerals from public owned land. Advised Monsson Alma in the sale of its majority shareholding in a Romanian electrical equipment production company. Assisted a US based investment fund in a mass project acquisition of wind and solar production capacities in Romania, with the purpose of creating clusters of renewable energy production capacities up to 150 MW of wind and solar power facilities. Specialist lawyer: Claudiu Munteanu-Jipescu.

KINSTELLAR

Advising China Three Gorges on its bid for EDP operations, as regards the target’s Romanian operations, including as regards notification of/approval by the relevant authorities of the potential transaction and related notification/ approval requirements and procedures. This is one of the largest deals in the energy sector in Romania and Europe. Advised MET Group, an innovative group of companies focused on multicommodity wholesale and trading, on its acquisition of RWE in Romania, including detailed legal due diligence of the target’s business in both electricity and gas sector, as well as assistance during negotiations. Advising MAVIR Magyar Villamosenergiaipari Atviteli Rendszeriranyító Zrt., a key leader of the Hungarian energy sector, on the insolvency of Arelco Power and Transenergo. The matter also involves complex power trading issues regarding cross border reservation of capacities and tenders. Specialist lawyers: Iustinian Captariu, Amalia DeLigenza, Razvan Cretu

SCA MITEL & ASOCIATII

The assistance provided to Sand Hill Petroleum includes day-to-day corporate, commercial and regulatory advice. Assisted the client in the oil & gas prospecting activities successfully carried out within 5 blocks in the Transylvanian Basin. The work includes drafting and negotiating a wide range of industry-specific service agreements and continuous support in the client’s relationship with the Romanian National Agency for Mineral Resources for reporting and other various purposes. The recent expertise includes assistance

in a farm-in project which resulted in the client acquiring interests in several petroleum concession agreements for Romanian blocks and being appointed operator of the blocks. Assisted the client in structuring and negotiating the transaction documents, including the assignment agreements, joint operating agreements, security documents and financing documents. Provided assistance in its relation with the Romanian National Agency for Mineral Resources throughout the entire transfer process. Advised Apemin Tusnad on regulatory issues for mineral water concession, permitting and exploitation. The assistance includes negotiations with and representation before the Romanian National Authorit y for Mineral Resources and the National Authority for Consumer Protection. Also provided commercial and corporate support. The cooperation with Apemin Tusnad is a prolific one because the law firm helps them promote an environmentally-conscious healthy lifestyle and gets actively involved in the legislation related to the exploitation and marketing of natural mineral waters. Advising TEB Energy Business in regulatory, corporate and commercial matters and biogas projects. Legal assistance for Hivatalos in various commercial and regulatory matters in the energy trade sector. Specialist lawyers: Madalina Paisa, Sorin Mitel.

MUSAT & ASOCIATII SPARL

Assisting and representing Engie Energy Management SCRL - the Belgium-based subsidiary of ENGIE, operating as a trading platform on the wholesale energy market, in relation with: performing a preliminary high level assessment of the Romanian electricity and natural gas markets, assessing various options available for establishing a local presence in Romania with a view to carry out gas trading operations, as well as main corporate and regulatory implications entailed by each option, assessing the possibility to outsource activities authorized under the gas trading license to third parties, and the incorporation of a local subsidiary in Romania and application for a gas trading license. Have been instructed with this mandate in a rather instable legislative climate, where the Romanian gas trading sector undergoes some of the most significant changes in years, including the full liberalization of

Clasic, Business, Elegant

Accesoriile de origine Mercedes-Benz acoperă o arie vastă de utilizări şi se bucură de calităţile care au consacrat Mercedes-Benz: distincţie, nobleţe, creativitate şi calitate superioară a materialelor.

Troler Lite Cube, Spinner 55 ____________________________________________________________

Ideal pentru următoarea călătorie. Trolerul Lite Cube, Spinner 55 se numără printre cele mai uşoare şi mai rezistente din clasa sa şi bene�iciază, în acelaşi timp, de un interior foarte spaţios. Acesta este bine protejat datorită unui lacăt TSA iar colţurile sunt întărite pentru a preîntâmpina eventuale deteriorări în timpul călătoriei. Dimensiuni cca. 40 x 20 x 55 cm, volum 38 l, greutate cca. 2.2 kg. COD: B66958486, PREŢ 1.978 LEI

Geantă business ____________________________________ Utilitate şi eleganţă. Această geantă business oferă spațiu pentru toate lucrurile esențiale. Fabricată din piele și nailon rezistent, aceasta are multiple compartimente practice. Cureaua de umăr este reglabilă şi detaşabilă, pentru o bună mobilitate şi un confort sporit. Fabricată de BREE pentru Mercedes-Benz. Dimensiuni cca. 41 x 11 x 30.5 cm. COD: B66952885, PREŢ 1.301 LEI

Portofel din piele ___________________ Siguranţă totală. Acest portofelul negru, din piele de viţel vă permite să depozitați confortabil banii și cărțile de credit. Interiorul este împărţit în mai multe compartimente utile şi prevăzut cu un sistem de protecție RFID care blochează scanarea cardurilor bancare și de credit atunci când portofelul este închis. Dimensiuni cca. 10 x 2 x 12 cm.

COD: B66953717, PREŢ 208 LEI

Set capace pentru sticlele de vin Butoni Mercedes-Benz ______________ Aceşti butoni subtili reprezintă o adevărată declaraţie de stil. Fabricaţi din oţel inoxidabil, partea superioară conţine o inserţie neagră din rășină epoxidică iar partea inferioară prezintă steaua Mercedes-Benz. Design-ul cu margini zimţate aminteşte de butonul rotativ al autoturismelor. COD: B66953090, PREŢ 246 LEI

Acest set de capace pentru sticlele de vin de la Mercedes-Benz impresionează prin design-ul inedit şi creativ. Capacele, în formă de schimbător de viteze au diferite culori, sunt fabricate din lemn şi oţel inoxidabil şi sunt depozitate într-o cutie gri, elegantă.

COD: B66955298, PREŢ 278 LEI

Ceas bărbătesc automat _________________ Eleganţă, inovaţie şi acurateţe. Contururile laterale încastrate ale acestui ceas sunt inspirate din design-ul aripilor evazate reprezentative pentru modelele sport. Carcasa este din oțel inoxidabil cu suprafețe mătuite și polişate iar cadranul negru are mai multe niveluri. Indicatoarele și indexurile sunt prevăzute cu soluție fosforescentă Super-LumiNova®. Geamul este din sa�ir bombat, fără oglindire. Etanş la apă până la 10 ATM. Mecanism automat Eta 2824-2. Swiss made. Diametru 43 mm.

COD: B66958436, PREŢ 4.150 LEI

Parfum Mercedes-Benz _________________ Un parfum ra�inat pentru bărbați, impresionează în nota de top cu un amestec stimulativ de bergamotă italiană, piper roz și cascalone. Buchetul este subliniat de extractul de frunze de viola odorata, rășină de galbanum iar aromele de şofran se combină în mod armonios cu patchouli, vetiver, oud și chihlimbar gri. Conținut cca. 120 ml.

COD: B66958568, PREŢ 468 LEI (390 LEI/100 ML)

Prețurile conțin TVA. Pentru mai multe detalii vă invităm să răsfoiţi catalogul online www.mb4.me/collectioncatalogue Pentru oferte personalizate vă recomandăm să vă adresaţi Centrelor Autorizate de Vânzări şi Service Mercedes-Benz din România.

Which Lawyer in Romania

gas prices on the wholesale market, the envisaged implementation in Romania of the gas virtual trading point, the envisaged implementation of a single centralized natural gas exchange which would intermediate all wholesale transactions with natural gas. Consequently, the mandate implies a constant need to anticipate and to provide advice to the client in real time on the potential legal and commercial impact such contemplated legislative proposals may have on the future gas trading operations of its Romanian subsidiary. Assisting and representing Enel Energie Muntenia SA, one of the major suppliers in the electricity sector in Romania, part of Enel Group, the global utilities operator in the electricity sector, before the Romanian courts in relation with a complex case involving the request for annulment of the sanctioning minutes issued by the Romanian National Energy Regulator – ANRE and the partial cancellation of the audit report drafted by ANRE, which established various offences allegedly being perpetrated by Enel Energie Muntenia SA, including in connection with: infringement of mandatory electricity supply performance standards; socalled “double invoicing” of the value of green certificates to end consumers; infringement of end consumers’ statutory rights to unilaterally terminate the electricity supply agreements; making the supply of electricity conditional upon payment by end consumers of TV-radio taxes. Advising the leading State-owned electricity producer,- Electrocentrale Bucuresti SA, in connection with structuring and implementing several greenfield / brownfield projects aimed to upgrade existing power plants and develop new co-generation capacities, together with several private investors, such as Dalkia International and Bateman Group. Acting as local legal advisor to Solar Turbines Europe SA in connection to its project developments on the Romanian market, including the relationship with the Natural Gas Transmission Company Transgaz SA Mediaş, related to Compression Groups – gas turbine driven centrifugal compressors necessary for the performance of the project for development on Romanian territory of the National Gas Transmission System on the Bulgarian-Romanian-HungarianAustrian direction, execution works

Energy

Stage 1. Solar Turbines Europe SA, a wholly owned subsidiary of Caterpillar Inc., which designs and manufactures industrial gas turbines for onshore and offshore electrical power generation, for marine propulsion and for producing, processing and transporting natural gas and oil. Solar Turbines is one of the world's leading producers of industrial gas turbines up to 30,000 horsepower (22,000 kW). There are more than 15,000 Solar Turbines gas turbine systems installed in over 100 countries worldwide that have collectively logged more than 2 billion hours of use. The project is partly financed by €180 million through the Innovation and Networks Executive Agency - INEA, the successor of the Trans-European Transport Network Executive Agency TEN-TEA, which was created by the European Commission in 2006 to manage the technical and financial implementation of its TEN-T program. Assisting Sometra SA - Mytilineos Group, the company specialized in non-ferrous metallurgy, part of the large Greek-based industrial conglomerate Mytilineos SA whose companies are active in the sectors of metallurgy, energy and EPC, in relation to its operations in Romania and particularly in relation to its regulatory and implementation needs pertaining to an innovative project involving the development of a 10 year waste recycling platform in Copsa Mica Romania. The team has worked in tandem with our environmental and financing department in order to identify, structure and implement the legal structure of the project, considering the intricate licensing and operational requirements and the required investment in excess of €40 million. The project, which is meant to respond to a circular economy requirement and output zinc oxides - Waelz oxides - powder and clinker Waelz - Waelz slag – granulated is highly innovative and constitutes a best practice scenario for Romania, considering the interlink of its implementation with the infringement case currently unfolding before the Court of Justice of the European Union – CJEU whereby the EU Commission has criticized Romania for failing to close and rehabilitate landfills. Specialist lawyers: Razvan Stoicescu, Iulian Popescu, Adrian Danciu, Andrei Ormenean, Dana Bivol, Bogdan Mihai, Ana Maria Abrudan, Octavian Popescu, Sirin Omer.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to one of the largest natural gas producers in relation to the long-term incremental capacity booking in the National Transmission System and at the interconnection points between the EU member states along the route of the Bulgaria-Romania-Hungary-Austria interconnector (listed as European Project of Common Interest and financed under Connecting Europe facility). Assistance to a large producer of whitewood and beech wood in Romania in relation to the green certificates support scheme set by the Romanian State to support the generation of electricity from renewable energy sources including representation in the relationship with competent public authorities and representation in administrative and court procedures related to the implementation of the support scheme. Assistance to a leading Italian and European energy and utilities company in relation to regulatory matters/ general assessment of electricity distributions market and its regulatory limitations in the context of a pending unconstitutionality claim raised with respect to the exclusivity rights of the distribution operators. Assistance to a Portuguese international retail real estate developer in relation to regulatory aspects regarding the interconnection of a commercial facility - a shopping mall- to the public electricity distribution grid taking into account required enhancement of the network, as well as aspects related to necessary licensing in order to operate a local distribution network and perform electricity supply. Specialist lawyers: Gabriela Cacerea, Ruxandra Bologa, Adina Chilim-Dumitriu.

PACHIU&ASSOCIATES

Assisted a major integrated national oil and gas company on issues pertaining to intended governmental tax reform aiming at revisiting royalties and introduction of a supplementary tax on oil and gas operations, as well as against government claims for retroactive royalty charges worth €1.5 billion. Assisting an Austrian group of companies active in Central and Eastern Europe on construction and sanitary materials production, in the acquisition of a major Romanian company, holder of various relevant assets and mining licenses and permits in Central part of Romania. Value: several million euro.

Which Lawyer in Romania

Assisting a Korean financing and investment group in the process of selling a portfolio of several photovoltaic energy projects operating in Romania and structuring the transaction layout, coordinating the public bid selling procedure, leading the negotiations and ensuring further implementations. Value: several million euro. Assisting one of the largest Austrian construction companies assessing and structuring several joint ventures with Romanian companies active in mining and geothermal energy exploration and production activities. Assisting a leading Central and Eastern Europe integrated oil and gas company having an extensive upstream portfolio, on various regulatory and licensing matters, concerning the activities related to the petroleum blocks situated in the Western Part of Romania. Specialist lawyers: Laurentiu Pachiu, Delia Vasiliu (Pachiu), Raluca Mustaciosu, Radu Noslacan, Remus Ene.

POPOVICI NITU STOICA & ASOCIATII

Assisted Enel Energie on the annulment of a decision issued by the National Regulatory Authority for Energy that set the competitive price component to be charged by Enel Energie. Advising Fondul Proprietatea, as significant shareholder in Hidroelectrica, on the annulment of a decision by Hidroelectrica to approve the initial funding of the Romania – Turkey High Voltage Direct Current (HVDC) Interconnection Link project. Assisted Fondul Proprietatea, as significant shareholder in Enel and Electrica, on the annulment of orders issued by the National Regulatory Authority for Energy to set a fixed rate of return for energy distributors. Advising Fondul Proprietatea on the annulment of the decisions issued by the National Regulatory Authority for Energy to set the tariff for production of reactive power. Assisted Fondul Proprietatea on energy matters related to its investments in companies such as: Hidroelectrica, Salrom and Enel. Specialist lawyers: Ciprian Donţu, Alina Dascalescu.

RADU SI ASOCIATII

Providing legal assistance in relation to the scenarios of taking over the heat supply service in one of the largest cities

Energy

in Romania by one of the most important state-owned energy producers. The value of the transaction is estimated at approximately €150 million. Providing legal assistance to Virgil Mailat, a Romanian high-net worth individual, in relation to the competitive sale process of two wind parks located in Romania and estimated at approximately €15 million. The negotiation process involves simultaneous discussions with several potential buyers, as well as the alignment of the interest of several sellers. Specialist lawyers: Dragos Radu, Andrei Stefanovici, Radu Diaconu, Stefan Mantea.

RTPR ALLEN & OVERY

Currently advising Electrica and its electricity distribution operators in relation to the biggest reorganisation process currently on-going in Romania. Project Apollo involves the reorganisation of the electricity distribution activities performed by the Electrica group in half of Romania and is focused on optimising the performance of the three electricity distribution operators controlled by Electrica and the performance of the largest electricity technical services provider in Romania, also controlled by Electrica. The project involves complex and detailed regulatory, financing, corporate, real estate and transactional work. Advised EBRD on a $60 million financing to SNTGN Transgaz SA Medias, the national gas transmission grid operator, for the construction of Phase 1 of the BulgariaRomania-Hungary-Austria pipeline/ corridor - BRUA project. The project is part of the European Commission's Projects of Common Interest "Gas pipeline from Bulgaria to Austria via Romania and Hungary" - approximate total length: 1,318km. The project would ensure the interconnection of the gas transmission systems in Bulgaria and Hungary with the gas transmission system in Romania. BRUA pipeline aims to enhance regions energy security by diversifying gas supply routes. The pipeline on the Romanian territory would allow access to the future major gas infrastructure projects such as TAP, gas sources from Central European gas hubs and potential gas transportation from Black Sea deposits. Provided legal assistance to EBRD in relation to a $5 million secured financing extended to Expert Petroleum specialised in stimulating production from mature and underdeveloped hydrocarbon assets. The transaction involves complex multilayer

intercreditor arrangements and security sharing agreements with the shareholders, group companies and existing financiers - Syntaxis and Erste Bank BCR- of the borrower. In addition, the team reviewed various project agreements, including the production enhancement agreement providing for the advanced secondary -induced and tertiary -enhanced drilling/ recovery methods. Successfully represented SDEE Transilvania Nord SA - part of Electrica group - in front of the Bucharest Court of Appeal in a high profile dispute initiated by RCS-RDS -the largest Romanian telecom services provider, that intended to enter the electricity distribution market and was hence challenging through a series of high stakes administrative cases our client’s electricity distribution natural monopoly - including by requesting the annulment of certain provisions of the relevant concession agreements. Advising China Huadian Engineering, part of the China Huadian Corporation ranked #331 in the Fortune Global 500 list in relation to the joint venture with Complexul Energetic Oltenia - i.e. the largest coalfired electricity producer in Romania for the construction and operation of a 600 MWh power plant. The total investment is estimated to exceed €800 million and this would be the first coal-fired power plant project built in Romania in the last 25 years. The project gave rise to several unique and complex issues regarding the regulatory framework, coal supply, state aid, grid connection, electricity trading and shareholder agreements. Specialist lawyers: Costin Taracila, Bogdan Cordos, Victor Padurari, Andreea Burtoiu, Cosmin Tilea, Valentin Berea.

SCHOENHERR SI ASOCIATII SCA

Advised OMV Aktiengesellschaft on the divestment by OMV Petrom of its only wind power plant in Romania. OMV Petrom Wind Power SRL, a wholly owned subsidiary of OMV Petrom, operating a 45 MW wind power plant in Romania, Constanta County, was sold to Transeastern Power. The deal was closed in December 2017. Assists a strong portfolio of energy companies (oil & gas, electricity, renewables) on day to day general legal matters, also covering extensive advice on regulatory matters in the energy field. Specialist lawyer:Markus Piuk, Monica Cojocaru

Which Lawyer in Romania

STRATULAT ALBULESCU

Assisted the Ministry of Construction, Transport and Infrastructure and the state owned railway companies in Serbia in a comprehensive Railway Reform: work included analysis of European and Serbian railways legislation, participation in supporting the Regulatory Agency in drafting new legislation in line with EU Directives, in depth analysis of railway best practices of OECD and the World Bank in respect of restructuring processes at Regulator and Ministry level as well as reorganisation strategies at railway companies’ level, including revisiting the management guidelines and internal rules of functioning. Proposing more structured and clearly defined rules for PSO contracts, developing the Contract Management Procedure and Plans in compliance with the EU regulations providing planning, monitoring and evaluation of the Railways Sector performance and increase its accountabilit y for performance. Proposing new measures of financial discipline for the management of the railways. The matter is of extreme importance for the Government of Serbia, which has received EU funding to put together a Railways Reform Implementation Action Plan to be implemented in the following years, raising Serbia’s role and profile in the Balkan region. This is part of negotiations between the European Union and Albania, Bosnia and Herzegovina, the Former Yugoslav Republic of Macedonia, Kosovo, Montenegro and Serbia to implement the Treaty establishing a Transport Community and to adopt EU integration policies meant to be help the Western Balkans countries to move closer to the Union transport acquis. Assisted E.ON ROMANIA in a project to develop and implement in Romania, based on EU legislation and practice of other EU countries, new energy services and products customized for local authorities and SMEs consumers - energy efficiency and electro-mobility projects, which could be integrated in public utility supply companies as value added products. Legal support implied: public procurement compliance as well as checking compliance with any other applicable competitive public law legislation of the EU - concessions, PPP, communal services legislation etc; advice on regulation compliance covering Romanian and EU legislation;

Energy

Romanian and EU Competition aspects; Romanian and EU Data protection & confidentiality rules; Advice on implementation and post-closing support in relation to any joint venture project. EU funding was analyzed as a prerequisite for most of these projects. Specialist lawyers: Irina Petre, Other parties involved: KPMG, Dornier Consulting, Safege, HZ Infrastruktura.

TUCA ZBARCEA & ASOCIATII

Advising Eurotransgaz - subsidiary of Transgaz, the Romanian national gas transporter- on the full acquisition of S.E. Vestmoldtransgaz. Legal assistance in connection with the privatisation of Vestmoldtransgaz, operator of the natural gas supply network in the Republic of Moldova that manages the Moldovan side of the Iasi-Ungheni gas transmission pipeline and which will further build and exploit the UngheniChisinau gas transmission pipeline. Assisting Engie Romania in relation to the acquisition of the majority stake in a local IoT company specialised in Smart Public Lightning. The team advised Engie Romania on the full spectrum of corporate and M&A matters regarding the acquisition of a 60% stake in Flashnet, a Romanian Internet of Things – IoT- company. Advising China General Nuclear Power Corporation on a large-scale investment estimated at €7.2 billion for the development of Units 3 and 4 at the Cernavoda Nuclear Power Plant in Romania. Assisting CEZ in relation to its ongoing operations on the Romanian energy market, including advice on energy, regulator y/compliance, corporate, M& A and post-privatisation, PPP and procurement, as well as dispute resolution matters pertaining to client’s operations on the local market. Assisting RWE Energie on various energy issues, including regulatory matters regarding its activities on the local market The services included legal assistance on day-to-day energy related matters - e.g. contractual relation with current or potential electricity supply customers, change of the electricity supplier, impact of the amendments to the Energy Law No. 123/2012 on the client’s activity, etc. Specialist lawyers: Sorin Vladescu, Irina Moinescu, Gabriel Zbarcea, Silvana Ivan.

VLASCEANU ENE & PARTNERS

Assisted Blockchain Power Trust B.V. (former TRANSEASTERN POWER B.V.), a Canadian registered trust, in the acquisition of OMV Petrom Wind Power, owning the 46 MW Dorobantu wind park in S-E Romania (i.e. the largest wind power deal of 2017 in Romania). The mandate included performing a due diligence analysis on corporate, employment, regulatory, environment, contracts, real estate and litigation aspects in order to provide the client with an up-dated view of the material legal issues of OMV Petrom Wind Power SRL prior to its acquisition. Following the acquisition, the law firm performed an analysis on the legal framework related to virtual currencies (e.g. Bitcoin), as the client was considering using the renewable energy produced at Dorobantu wind park for mining cryptocurrencies. The law firm assisted the 6th producer of natural gas in Romania, in acquiring a 50% exploration interest in a joint venture agreement for an exploration area from its joint venture partner. After half a year, VEP assisted the client in transferring the 50% exploration interest (reflected in a 15% interest in a petroleum agreement) to a new entrant on the Romanian upstream market and entering in a joint operating agreement with said purchaser. The mandate included reviewing and drafting the transaction documents (e.g. sale-purchase agreement and joint operating agreement), conducting legal and commercial negotiations with the purchaser and advising the client on strategic business decisions. The law firm assisted the 6th producer of natural gas in Romania in the acquisition of Zeta Petroleum (Suceava) shares. The mandate included reviewing and drafting the transaction documents, including the share purchase agreement and all the corporate documents and advising the client on strategic business decisions. The law firm is assisting Serinus Energy Romania (former Winstar Satu Mare), one of the near future expected petroleum producers in Romania, in obtaining the supply license and the upstream supply pipelines related to gas production license. The mandate includes drafting relevant documents (e.g. statements, estimated gas supply quantity, proof of funds statement), analyzing the legal provisions regarding the issuance of the licenses and

Which Lawyer in Romania

discussions with representatives of the competent authorities. The law firm is assisting the leader of Black Sea offshore operation and maintenance services, in participating to the competitive dialogue tender organized by the largest oil&gas operator in the SEE region for the provision of offshore operation and maintenance services under a joint venture. The mandate includes assistance throughout all phases and on all matters of the tender, analyzing risks/ benefits from a business-commercial perspective, developing a business strategy, drafting and negotiating the joint venture agreement, setting up a special purpose vehicle and designing its joint functioning and decision-making mechanisms and obtaining the Competition Council’s clearance for the joint venture. Specialist Lawyers: Daniel Vlasceanu, Stefan Ene, Raluca Teodorescu, Raluca Spinu, Mihaela Farin.

VOICU & FILIPESCU SCA

Providing general day-to-day advice in connection with the group’s business activity in Romania for companies active in energy trade and optimization of electricity consumption, part of the largest Hungarian company responsible for the production, distribution and sale of electricity. Rendered services include regulatory- electricity trading license extension, registration with the Romanian Gas and Electricity Market Operator – OPCOM, general advice in relation to the relationship with the sector regulator, corporate matters - transfer or shares, company dissolution, seat relocation – lease including, directors’ appointment, contracts, tax consultancy - general matters, VAT reimbursement. Assistance to a top tier oilfield service company, in relation to its intended restructuring process by resizing the company’s Romanian subsidiaries along with reorganization of the remaining entity including services related to business aspects, assistance on the termination of a significant number of employment contracts for business/ economic reasons, as well as in one employment litigation case filed by one of the employees terminated in this process – with a positive outcome in favour of the client. Services provided to this client also included assistance in two distinct public procurement procedures organized by a Romanian integrated

Energy

oil company, the largest corporation in Romania and the largest oil and gas producer in South East Europe. Assistance to the leading provider of offshore platform workover and drilling rigs in the U.S. and multiple international market, for general business advice including employment related issues, employment litigation, fiscal aspects such as payroll assistance and reconciliation of the fiscal record of the company, complaints against the tax authorities etc. Assisted one of the world's leading suppliers of hydroelectric equipment, technology and services, on Romanian legal matters in connection with the international arbitration case between the client and a Romanian state-owned hydropower company - also representing Romania's largest power producer- in connection with a contractual breach as well as in general business aspects related to its presence in Romania. Assistance to an international engineering and services group for industrial facilities, power plants, real estate and infrastructure) in a series of public procurement procedures organized by major Romanian energy companies, as well as in the complaints filed in front of the National Council for Solving Complaints (CNSC) and the litigation files pursued in front of the Romanian courts related to the said awards. Specialist lawyers: Marta Popa, Raluca Mihai, Alex Tabacu.

WOLF THEISS

Assisting JSC Dravus Investment a.s. with the analysis and preparation of a potential case against the Romanian State in connection with the losses incurred as a result of the Romanian State amending the renewable energy support scheme. The claim is expected to be initiated in the course of 2018. The case is in advanced evaluation of an arbitration funder. Deal value is €450 million. Completion date: Ongoing Advising General Electric Power Services Romania SA on the registration, sale and leaseback of its generator and turbine manufacturing facility in Bucharest from General Turbo SA. This was the second phase of the transaction upon which the law firm previously advised GE Albany Global Holdings BV (in the first phase) in relation to the acquisition of a 49% minority stake in Alstom General Turbo SA from the exiting minority shareholder General Turbo SA (which first phase closed in March 2017). This second

phase of the transaction (which closed in March 2018) involved the drafting and negotiation of a number of inter-related transaction documents. Completion date: March 2018 Assisted the European Investment Bank, EIB, in relation to the financing, via two tranches amounting to €100 million, granted to Societatea Nationala de Transport Gaze Naturale "Transgaz" SA to finance the construction of the Romanian section of the gas pipeline from Bulgaria to Austria via Romania and Hungary, BRUA. The BRUA corridor, estimated to cost over € 500 million, is a strategic project aimed at increasing security of gas supply and to reduce energy dependence by making it possible to diversify gas supply routes and sources. This operation is backed by the European Fund for Strategic Investments (EFSI) under the Investment Plan for Europe (IPE). Completion date: November 2017 Successfully representing Wind 30 APS and Wind 31 APS, affiliates of Vestas Group, in first instance and in appeal before the Bucharest Tribunal and the Court of Appeal in relation to a € 0.2 million claim arising from an alleged breach of obligations of our clients under a share purchase agreement entered into with a former shareholder. Completion date: Ongoing. Assisted ContourGlobal, a growth platform for acquiring and developing wholesale power generation, in the acquisition of a 7 MW photovoltaic project in Romania from Quadrivio Capital. The seller is one of the largest private equity funds in Italy, recently taken over by Green Arrow Capital. Assisted ContourGlobal in all stages of the acquisition process, from the performance of the due diligence investigation of the photovoltaic project in Romania, to assistance of the Italian counsel in negotiations of the sale purchase agreement and the ancillary transactional documentation, to preparation of the necessary closing formalities, and ultimately to the successful acquisition of the photovoltaic project. This transaction was part of the acquisition of a cross border portfolio of Quadrivio Capital, involving photovoltaic projects in Italy and Romania, in an over €7 million deal. Completion date: June 2018 Specialist lawyers: Ciprian Glodeanu, Bryan W. Jardine, Claudia Chiper, Ligia Cecilia Popescu. 

Which Lawyer in Romania

Real Estate

ST RONG DEM A N D F U ELS GROW T H IN ALL RE AL ESTAT E SEGM EN TS The positive evolution of the real estate in 2017 continued in 2018, marked by a growing appetite for acquisitions and active demand coming from all sectors of the market.

he volume of real estate investments in the first half of 2018 reached almost €400 million in Romania, down 27% from the same period of the previous year, when the investment market reached a value of €530 million, according to Cushman & Wakefield Echinox market reports. This decline comes amid a substantial number of transactions that had not been fully completed by June 30, while their eventual closure in the second half of the year will push the market to

a level of transactions comparable to that achieved in 2017, of almost €1 billion. At Central and Eastern Europe (CEE) level, the local market attracted 7.6% of the total investment volume of €5.1 billion recorded in 5 countries: Poland, the Czech Republic, Slovakia, Hungary and Romania. The first place was occupied by Poland (€3.2 billion, with a share of 64.1% ), with the Czech Republic standing at €910 million (18%). Romania ranked third in CEE, with a higher market share than

Hungary (7%) and Slovakia (3.3%). At the local level, the most active sector was the office one, with a share of 66% of the total volume, followed by the retail sector (29%), while the contribution of the hospitality and industrial sectors was low (3% and 1% respectively). In terms of location, 93% of the investment volume was generated by property transactions in Bucharest, with a number of transactions being also recorded in regional cities such as Cluj-Napoca and Brasov.

Which Lawyer in Romania

Florian Nitu, Popovici Nitu Stoica & Asociatii

“Romania remains one of the most promising upcoming emerging markets, particularly for real estate investment” Lawyers largely agree that Romania is in a good position to attract fresh investors on the market next year, but the stability in the political arena also plays an important role in attracting the larger players on the market. Giving the constant increase in prices and transaction value, some already worry that the market is inflated. The National Bank of Romania expressed concern and indicated that a more cautious approach onwards real estate financing should be considered. “Romania remains one of the most promising upcoming emerging markets, particularly for real estate investment,” believes Florian Nitu, Managing Partner at Popovici Nitu Stoica & Asociatii. “There is organic growth potential in all key real estate segments – industrial/ logistics, office, retail and residential – and also in the real estate relevant or connected areas – hospitality, healthcare, etc. In fact, the investment offer is not sufficiently diverse, compared to the level of available capital of truly interested investors. The output of real estate projects of certain scale is still very limited and therefore more supply is needed! We need new developments, big size projects, proper products to secure the interested investors step in our market. In what regards the NBR element you have mentioned, indeed, certain slow-down effects are expected in specific segments of the real estate

Real Estate

market, particularly in relation to high density residential projects and large retail park schemes.” Simona Chirica, Partner at Schoenherr Bucharest says that: ”it is only natural for lenders, as well as developers, to be cautious when it comes to risk taking, moreover given the past lessons learned. We do see a boosting activity in all real estate sectors, but the growth rates of the market are far from where they were ten years ago. The supply-demand ratio remains unbalanced, with a high demand that is not satisfied by the still low stock. I believe the residential sector, where the emotional aspects play a role in the buyers’ acquisition decision, is the main generator for these days’ demand dynamics, in terms of the number of transactions. But also this sector is the most prone to being impacted by the increased interest rate, and I anticipate the buyers’ potentially reduced access to lending might put a break to the demand increase. However, I estimate this will not happen in the nearby future, taking at least a couple of years for the actual climate to change.” While colleague Eva Hegedüs-Brown, Partner at Schoenherr Bucharest adds that: “the NBR is in the position to issue well researched and well-founded statements in its field, which wise investors consider when making decisions. The need for more accommodation, streets, factories, schools, hospitals is very present in Romania and that leaves room for further increase of the real estate sector.” Vlad Tanase, Partner, Real Estate at NNDKP argues that: “in terms of real estate, we have to differentiate between on one side, residential demand and on the other side, investors and tenants demands for commercial real estate (office, retail and logistic). For commercial real estate there is a strong and increasing demand in logistic which has surged in recent years and many investors or current developers are

actively seeking to produce new and better projects to satisfy the demand. Office demand is also increasing with secondary cities (especially Timisoara, Cluj-Napoca and Iasi) seeing a surge in office projects unparalleled before. Retail is seeing a more laid back growth in terms of new projects (especially as there is little room for new projects) with focus shifting more and more from traditional shopping centers to retail parks. Residential is a different story and during each economic growth period, demand raises as Romanians are accustomed to owning residential real estate rather than leasing. However, the price increase is not at the levels registered during the pre-2008 booming period and the lending process has also been more conservative than 10 years ago when State backed mortgages have sustained such demand. In case the State will not continue to back mortgages and ROBOR will continue to increase, it is likely that the demand will slow down as most real estate transactions are loan based with interest rates and subsidies strongly impacting the prices and the corresponding demand,” adds Vlad Tanase. “Global numbers rank real estate and constructions M&A second in terms of deals value, after Consumer Retail and Leisure (Clifford Chance’s Global M&A Trends Report 2018), says Mihai Macelaru, Counsel at Clifford Chance Badea. Also, this was one of the few industries showing positive groth in 2017, a trend which seems to continue. Although recent concerns raised by NBR are mainly considering the residential market, while our projects are focused on the other market segments – office, retail, industrial and logistics, agricultural land and forestry, we believe that these warnings should be taken seriously. Still, we believe that we are currently witnessing a more sustainable, long term development of a market that has learnt a lot after its last crash and we do not

Simona Chirica, Schoenherr Bucharest

“We do see a boosting activity in all real estate sectors, but the growth rates of the market are far from where they were ten years ago”

Which Lawyer in Romania

expect to have the next economic crisis triggered by the real estate field.” Alina Güler, Senior Associate, ZRP says: “last year, the European Systemic Risk Board, has issued warnings to eight countries on the risks in the real estate market, considering that they have exceeded the average growth rate in Europe, which is 6%, for several years. According to public statements of NBR, Romania has been close to 6% over the past two years. In May 2018 and May 2017, the pace of real estate growth was 6% in Bucharest and 4% in the rest of the country. The vice president of NBR – Mr Liviu Voinea reported for Agerpres that Romania has not crossed the signal threshold, and that indeed is far from it, being confident that the real estate market is always correlated with access to finance for mortgages. The reliance on the macro-prudential policies, either implemented or envisaged is also a reason which may moderate the current pre-crisis threats. Specific concerns may be mostly regarded when speaking about the residential segment. On account of new macro pre-crisis signals, the Fiscal Council and the National Bank of Romania expressed their concerns regarding the so-called unsustainable consumption, which is a relevant concept most specific for the residential market. From such perspective, as reported by Colliers International Romania, the ever higher interest rates led to the intention of the central bank to limit the indebtedness levels of mortgage borrowers and winding down the state mortgage guarantee scheme (Colliers International Romania.2018-07-25-Research-andForecast-Report – H1 2018). “However, the residential demand from the last two years has been reported to follow a more cautious approach,” adds Alina Güler. “Ten years have passed since the beginning of the real estate crisis, which has seriously affected the real estate

Real Estate

market and, throughout this decade, we have noticed price increases which have brought the market to the level before the crisis and, in some Romanian cities, even higher than the prices before 2008,” notes Ioana Negrea, Partner, Mitel&Asociatii. “In the context of the constant increase of real estate prices and of the consistent increase of bank interest and exchange rates, both purchasers and investors in the real estate market reasonably express their fear about a new real estate crisis.” Alina Güler, Senior Associate, ZRP summarizes some of the evolutions of the real estate segments. “The industrial market registered around 330,000 sqm delivered in modern warehouse spaces, which apparently represents more than double the level in H1 2017. This figure was calculated only based on information provided by major developers, which is in excess to the self-developed warehouses’ spaces. It appears that CTP remains the leader in supplying new storage spaces in H1 2018 – almost half of the total, followed by WDP, VGP, Alinso Group and Transilvania Constructii which expanded their portfolio quite significantly (Colliers.2018-07-25-Research-andForecast-Report – H1 2018). The rent for the industrial spaces is estimated to reach a stable level, within the next years, provided that no dramatical changes will be reported on the demand of such areas (NAI Romania. Real Estate Market Study 2017). The retail market is placed to the opposite side, with a slow evolution, since few projects have been reported for the first part of 2018, i.e. Bistrita Retail Park - 15,000 sqm, Focsani Value Center - 6,400 sqm. For the second half of 2018 around 168,000 sqm of GLA are expected, which means around 189,000 sqm for the year 2018. Notably, one of the bigger projects expected for 2018 i.e. DN1 Balotesti retail park near Bucharest postponed to 2019. The Vlad Tanase, NNDKP

“For commercial real estate there is a strong and increasing demand in logistic which has surged in recent years”

Mihai Macelaru, Clifford Chance Badea

“Global numbers rank real estate and constructions M&A second in terms of deals value” constraints stemming from higher labour costs and increased difficulties to fill in job openings, alongside more expensive building materials are altogether the causes of the delays in the delivery of the retail spaces. Equally important, the relevant players respond to the increased demands of entertainment and family needs, which imposed face-lifting of the major retail centers in Bucharest and not only. It is however encouraging that in the recent years Romania has been thought as the fastest growing retail scene in the CEE region, with the new brands’ awake interest to enter the Romanian retail market, from the upper-middle segment to luxury (Colliers.2018-07-25-Research-andForecast-Report – H1 2018). The residential market continued to supply below the increased demand. At the end of 2017 a new residential supply of 53,301 units was completed according to the preliminary data from the National Institute of Statistics, representing a 2% annual increase and the fourth consecutive year of growth. There is a higher demand and supply of apartments in blocks of flats, targeting especially the middle-class clients. It appears that the evolution of the office buildings development is affected by low occupancy rate. For the first half of 2018 a new surface of only 33,000 sqm was reported, yet the increased growth came from the West centers of the country such as Timisoara and Cluj – Napoca. On a long period,

Which Lawyer in Romania

Real Estate

Alina Güler, ZRP

“The industrial market registered around 330,000 sqm delivered in modern warehouse spaces, which apparently represents more than double the level in H1 2017” the perspective of the demand on the shared spaces continues as the current trend all over the world (Colliers.201807-25-Research-and-Forecast-Report – H1 2018). Agriculture records diverse and sophisticated transactions, from agri business to merger and acquisition. The most significant transaction took place in the first part of the year, over €200 million, represented by the acquisition of a company operating in the Braila Island.” “Looking at recently closed deals, says Mihai Macelaru, Counsel at Clifford Chance Badea, our current pipeline and the various market signs that reach us, we expect the growing trend to continue during this year, in all market segments. While traditional investors consolidate and expand their activity, real estate remains a lucrative investment for all types of investors, and we see more and more entrepreneurs diversifying their portfolio with real estate assets. “ Simona Chirica, Partner at Schoenherr Bucharest, argues that: “if we refer to development, there is still room for the available stock to grow in all real estate sectors, given the high occupancy rates and high demand for office, commercial and logistics space, as well as the Romanians’ preference towards purchasing their own houses. The industrial buildings are also a growing trend, which comes to meet the need for production facilities in the industry field, which has continued to be one of the drivers in Romania’s economic growth. Agribusiness and forestry are in their own right strong market players when we speak to land/forestry acquisitions and operation. Overall, the prices are not yet reaching those of ten years ago, either we speak about acquisitions or lease, although they have been steadily raising. In this context, we see a lot of interest from investors, as new players have entered the market and old players re(included) new sectors

in their portfolios. Developers have started to aim for differentiation, with the residential market seeing more and more luxury residential projects or green properties, for instance, while mixed projects (office/residential, office/ residential/commercial) have continued to mark a trend. Location-wise, Bucharest remains the main driver, with new areas in the city being targeted by market players, followed closely by Cluj.” “Romania is currently highly attractive because it is the only large and relatively stable market in the region offering investors yields of around 7%, says Vlad Tanase, Partner at NNDKP. While the current biggest deals remain in the office sector and there are investors who are willing to keep their assets rather than cashing in, we could see some surprises in terms of portfolio exits.” “Romanian transaction advisory data show that both in number and volume the investment flow increased notably in 2018 compared to last year and, as it gets clearer now, we estimate that 2018 will count at least 5 real estate investment transactions exceeding €100 million each, while the overall transacted volume will well surpass the €1 billion threshold slightly met last year,” predicts Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii. “Each sector has its specific trend and the increase is visible in all of them. From our perspective, the retail sector is developing constantly and remains attractive for years to come,” says Roxana

Negutu, Partner at Voicu Filipescu. All types of schemes are developed and/ or refurbished, with hypermarket and supermarket chains opening up new stores or creating medium-size galleries with mixed tenants. We expect this trend to continue. The office market remains very attractive and also on the residential market there are better and interested projects launched.” Ioana Negrea, Partner at Mitel&Asociatii pointed out the trend that: “real estate is continuing to evolve into something that is less about ownership and more about access – or services and outcomes. In simple terms, this means that we are seeing a relative value-shift from the passive “bricks and mortar” component to a more dynamic, operational business.” “The real estate market is back on track, says Oana Constantinescu, Partner at Schoenherr Bucharest, and we can expect that this year’s record breaking transactions – which place the market where it was ten years ago in terms of real estate deal value – are expected to further increase investors’ appetite. Yet this attractiveness of the real estate sector meets with a high level of awareness from involved players, who are now more concerned to protect themselves from any current, but also future risks. In the end, this awareness translates into a more detailed approach to technical and regulatory aspects in any real estate transaction or business operation, as well as into tougher negotiations on contractual clauses and documentation.” Colleague Eva Hegedüs-Brown, Partner at Schoenherr Bucharest, says that: “everything is yet to be built in Romania; there is a huge backlog in infrastructure, housing and warehousing. With the minimum of political and fiscal stability, the Romanian market will offer great evolution perspectives. That stability however seems to be more difficult to achieve than we were thinking a couple of years ago.” 

Roxana Negutu, Voicu Filipescu

“Each sector has its specific trend and the increase is visible in all of them. From our perspective, the retail sector is developing constantly and remains attractive for years to come”

Which Lawyer in Romania

Real Estate

Development activity accelerated last year and continue in 2018 do you see this positive evolution of the real estate sector continuing?

OANA ALBOTA, PARTNER, ALBOTA LAW FIRM

IOANA NEGREA – PARTNER, MITEL&ASOCIATII “We consider that the developments will continue to grow, as we have seen a significant increase in the number of construction sites for offices and retail areas, especially in cities across the country.”

“The market perspectives continue to be positive, the demand is strong for all the segments: residential, office, commercial, industrial/logistics. The evolution of the real estate market is linked to the general evolution of the economy. Even if the economic growth is likely to slow down in the coming years, there are no major concerns regarding the real estate market. The factors which might affect the market are financing conditions (i.e. increase of financing cost), the lack of major infrastructural projects and the permitting issues (the difficult and lengthy permitting process). The financial turbulences on the international markets might also impact the real estate sector from Romania.”

VLAD TANASE, - PARTNER, REAL ESTATE, NNDKP “It is likely that the trend will continue throughout 2019 as there are more and more developments (especially logistic and offices) announced each month. The basis for the current growth are sounder than in the past and the projects are more carefully planned and executed so unless unexpected major events will occur, there is no reason not to see the positive trend continue.”

MIHAI MACELARU - COUNSEL, CLIFFORD CHANCE BADEA “In recent years, the market has grown stronger not only in Bucharest but all around the country, with new development hubs in cities like Cluj, Timisoara, Iasi or Brasov. As long as local economies demand it, this development will continue, and we expect this to happen at least this year. It’s interesting to see that more investors take into consideration complex projects that combine office, retail and residential components, as a way of answering the market’s needs. Also, there is more talk about sustainable and energy-efficient projects.”

FLORIAN NITU - MANAGING PARTNER, POPOVICI NITU STOICA & ASOCIATII “While other more mature economies in Central Europe seem to have exhausted their growth potential, we still have here in Romania important room to grow organically in almost all real estate sectors, industrial, office, retail, but also in the residential segment. Organic growth and greenfield expansion, on the one hand, and numerous acquisition projects, with a clear consolidation outlook, on the other hand.”

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ROXANA DUDAU - ASSOCIATED PARTNER, HEAD OF REAL ESTATE & CONSTRUCTION DEPARTMENT, NOERR “There is an increased development activity in all sectors of the real estate market, particularly in the office and residential sectors, both in Bucharest and in the secondary cities. It is difficult to say whether this positive trend shall be maintained in the long run, if a recession, either global (due to global economic fragility, political uncertainty and the global financial environment, the refugees’ crisis, looming trade wars etc.) or local (due to fiscal and legal unpredictability, corruption issues, cumulated with a labour force shortage pre-venting companies from further growth or even the “unhealthy” economic growth sustained on consumption instead of investments, productivity, technology and work efficiency), were to come in the next period. Nevertheless, for the short term (2018-2019) we do not necessarily foresee a negative trend. The quality of the developed real estate products increased tremendously in the last years. All new projects envisage to obtain a green certification, and this is pursued starting with the inception phase. This applies not only to office buildings, but lately also to retail and residential products. There is an increased interest for high quality mixed use projects (mostly involving urban regeneration or reconversion of former industrial platforms), as well as for smart city technologies not only in Bucharest but also in other Romanian cities. The office sector shall further expand until the end of 2018. The retail segment will expand as well, but mostly in the regional cities and in smaller schemes, as in Bucharest no new large projects have been announced (except for some extensions).” SIMONA CHIRICA – PARTNER, REAL ESTATE, SCHOENHERR BUCHAREST “The interest in the real estate sector is clear, attracting not only traditional players (developers and investment funds), but also companies which look to diversify their operations in new activity sectors. I believe that the growth of the market will continue, partially due to the momentum, but it remains dependent on the legislative stability, high levels of consume and the development of the industry. The picture is, however, and will stay incomplete unless steps are taken towards encouraging the development of infrastructure projects, which would in turn have a positive impact on the real estate market as well.” OANA CONSTANTINESCU – PARTNER, REAL ESTATE, SCHOENHERR BUCHAREST “I believe the positive evolution of the real estate development has been and will continue to be a domino effect, being triggered by investments in various industries, such as logistics and storage capacities, industrial, manufacturing and retail. The existing stocks are low in all sectors compared to the expansion needs of the companies in these sectors. On the other hand, residential projects will continue to be developed, with an aim to meet the high demand, and we anticipate the areas adjacent to office buildings will continue to be preferred by consumers. With the office buildings developers’ tendency to move to new, less crowded areas of Bucharest, and the lessons learned from the growth in other areas, this would mean a chance exists for these new areas to see from the very beginning a better balance between office and residential space.”

Real Estate

EVA HEGEDÜS-BROWN – PARTNER, REAL ESTATE, SCHOENHERR BUCHAREST “Romania is approaching the status of the desired destination for working and living. Lots of companies, also their expats, have recognized the advantages the country is offering. Towns in Romania that managed to have leaders dedicated to the benefit of the communities they lead have demonstrated that in development activity “the sky is the limit”. And, we are only at the beginning.” RAZVAN GHEORGHIU-TESTA, PARTNER AT TUCA ZBARCEA & ASOCIATII “The real estate market performed well during the past couple of years, but this does not necessarily mean it was booming. 2017 was an exceptional year, but right now the market looks a bit stagnant. A number of high profile transactions were closed before the summer break (primarily on the office market), some deals are now on-going, but overall the market moves at a slower pace than originally forecasted. More transactions naturally translate into increased demand for legal services and the law firms who have a history of working with the key market players have been doing well, especially in the context where the market is still driven by traditional investors and to a lesser extent by new comers. Irrespective of the market dynamic, there are certain mandatory prerequisites for any new development. Needless to say, any developer needs to secure a clean title over the land, and a thorough (and sometimes lengthy) legal due diligence investigation should be conducted, considering the restitution process of assets formerly confiscated by the communist regime in Romania. Equally important, the developer needs to review, understand and acknowledge the urban planning regime of the land to be developed, in order to get a clear picture of what can be built on that land, construction constraints and restrictions as well as forecasted costs and time of implementation. The results of the legal and technical due diligence would ultimately impact the financing of the project, the “cleaner” the title and the urban planning regime, the more attractive the project for a financing bank.” ROXANA NEGUTU – PARTNER, VOICU FILIPESCU “Our expertise in real estate spans all segments and we assist various types of clients. Retail is an important segment for our practice with many small, medium and large project developed acting mainly for landlords/developers. We are also closely assisting clients in the office and residential segments. Most of the real estate players are already familiar with the market, with its ups and downs, therefore they play it safe and have realistic expectations. The increase of investors’ confidence continues for every real estate market sector. This year we are witnessing an increasing number of new players entering the Romanian market and we are expecting this trend to maintain in the years to come.” OANA BADARAU – PARTNER, PELIFILIP “Development is driven not only by demand but also by available opportunities. We are still a small market with potential for growth but the reality on the filed is that without proper infrastructure in place development of real estate projects will risk a slowdown. As in life, all elements are interrelated and we hope that new infrastructure pipeline will be correlated with investors interest in investing in Romania.”

Which Lawyer in Romania

ALINA GULER - SENIOR ASSOCIATE, ZRP “Romanian real estate factors are influenced by the internal needs, considering that the supply is way below the demand for lodgings, office areas, industrial spaces and, of course the need for agriculture development. However, besides the global threats of a new crisis, the well-known internal constraints which are constantly blamed such as political instability, poor infrastructure development and corruption, to name a few, will always hinder the economic activity in general and the real estate market proved to be one of the most exposed, if not the most exposed and affected by both global and internal strains.”

Real Estate

ALEXANDRA RIMBU - PARTNER, MARAVELA&ASOCIATII “The main concerns are related to the residential area. Indeed, in 2017, due to the salary increase, the low interest and the economic growth in the previous two years, we witnessed a substantial rise in the residential sector. However, in 2018 the market seems to be more balanced. The decrease in the demand has been equally determined by the stricter credit conditions and the increased ROBOR rate. Even if we are currently facing a slightly decreased demand in this sector, the majority of housing stock in Romania has been built before 1970. In addition, the Romanian consumer has become more educated, thus being more demanding and consequently contributing to a healthier increase of the real estate demand in the coming years.”

Most representative projects ALBOTA LAW FIRM

Assisting Atenor Group with the acquisition of a land of approximately 11,000 sqm in the Expozitiei/Piata Presei Libere area of Bucharest for the development of an office project. The assistance included the review of the ownership documents and drafting the due diligence report, the drafting and negotiation of the sale purchase agreement concluded for the acquisition of the real estate. Assisting a company of Shikun & Binui Group with the title due diligence and with the acquisition from NOC Pantelimon of 12 plots of land and the buildings developed thereon, located in Basarabia Blvd., District 3, Bucharest, having an approximately total area of 25,000 sqm. The assistance included: the review of the ownership documents and drafting a due diligence report, drafting and negotiation of the pre-sale purchase agreement and of the sale purchase agreement concluded for the acquisition of the real estate property. Assisting Electroputere Parc with the acquisition of two plots of land located in Craiova, having a total area of approximately 30,000 sqm. The assistance included: drafting and negotiation of the sale purchase agreement concluded for the acquisition of the real estate, review of the ownership documents and drafting the due diligence report. Assistance provided to Point Development in relation with the development and sale of the apartments in the residential complex New Point. The assistance included drafting and negotiation of bilateral promise agreements concluded by the client, as promissory seller, with various promissory buyers, having as object apartments located in the residential

complex New Point. Assisting London&Partners in relation with the development of Soho Residential Project, located at 6 Verzisori Street, District 4, Bucharest. The legal assistance included drafting and negotiation of bilateral promise agreements concluded by the client, as promissory seller, with various promissory buyers, having as object apartments located in the residential complex Soho Residential Project. Specialist lawyers: Oana Albota, Andreea Ciobanu, Diana Cochilet, Bogdan Istov, Monica Cune, Diana Badea.

BIRIS GORAN SPARL

Assisted One United Properties, leading real estate developer and investor in Romania, in the acquisition of North Gate office complex which was going through foreclosure procedure. The complex has 2 office buildings totaling 25,800 sqm GLA and is located in the northern part of Bucharest, Pipera area. Assisted the client during the auction and with all procedures in order to complete the acquisition stages. This is one of the most important transactions on the real estate market in 2017 and the largest acquisition in foreclosure procedure. Assisted Hagag Development Europe, an affiliate of Hagag, the leading Israeli real estate developer, on all their acquisition in Romania, including: the acquisition of a 6 ha piece of land for the development of a residential project in Bucharest next to Pipera Lake, a €90 million investment as well as further development assistance. The acquisition and project development of three landmark properties on Calea Victoriei, in the heart of Bucharest for 100

luxury residential project development. The assistance includes legal due diligence, negotiations and transaction documents and continues with assistance during the development stage and finally the sale of the residential units. Romanian counsel for Hagag Development Europe, an affiliate of Hagag, the leading Israeli real estate developer, on all Romanian law aspects in relation to the public issuance of bonds on the Tel Aviv Stock Exchange for future residential and office developments. Assisted Global Vision, leading Romanian real estate construction and management company, in the joint venture between one of its companies - Global Asset Development and an Austrian partner for the acquisition and development of a commercial and warehousing project near Ljubljana’s Airport Brnik. The assistance covered various real estate, financing, corporate and tax matters and included the negotiation and signing of the joint venture agreement, loan and shares mortgages agreements, corporate approvals and various constitutive documents, preparation of the file for registration with the Slovenian authorities, liaising and collaboration with the Austrian and Slovenian counsels. Also assisted the client in the acquisition during a public auction of a piece of land of approximately 93 ha in Constanta, Romania from three companies in insolvency in simplified form. Represented One United Properties, leading Romanian high end residential developer, in a €20 million bonds issuance through private placement, maturing at 4 years. The bonds will improve the company’s capital structure and provide liquidity for new residential developments.

Which Lawyer in Romania

Specialist lawyers: Daniela Lazea, Raluca Nastase, Christian Mindru, Mihai Nusca.

BOGARU & ASSOCIATES

Reviewing and advising a professional client on the terms and conditions in relation to proposed office premises. Advising multiple foreign investors in relation to purchase of investment properties in Romania. Advising a major construction company in relation to estate development.

BONDOC SI ASOCIATII

Assistance for eMag in connection with the development for securing the largest warehouse in the country, including assistance in connection to negotiation/ conclusion of a very complex construction agreement. This will be the largest warehouse in the South-East of Europe. Legal consultancy and assistance for Martifer related to settlement of a dispute and amendment of the original construction contract between Martifer and a consortium led by Astaldi for the construction of Ciurel bridge, one of the largest infrastructure projects under development by the Bucharest municipality. The construction-related aspects were crucial in the economy of the settlement. Assistance for Clariant in connection with the acquisition of an industrial site and development of two plants. The assistance consisted in due diligence over several sites, transaction assistance, ownership title acquisition and numerous easements and superficies agreements - over 15 contracts in total were signed to date, as well as assistance regarding the plant acquisition agreement. Representing the Town of Novaci in a very rare and complex type of legal dispute, with the neighbor commune of Baia de Fier, for the determination of the border line between these two entities. This is a particularly intricate case, bearing both on civil law real estate aspects and on public law matters, related to the procedure to determine the separation line between two municipalities. Representing the Registry of Urbanists of Romania â&#x20AC;&#x201C; the administrative and regulatory body on the profession of urbanist, to defend in court the regulation on organization of the urbanist profession, as the requirements to obtain such qualification have been challenged by a professional architect. The case is of particular importance for the client, who established strict conditions to become a recognized licensed

Real Estate

urbanist in Romania, by reference to the academic studies of the applicants and by differentiating the urbanist from the architect and therefore the area of competence of each such professional from regulatory point of view - the right to sign projects and documents for obtaining building permits from the authorities. Specialist lawyers: Mihaela Bondoc, Cosmin Stavaru, Lucian Bondoc, Viorel Dinu

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII

Assists on continuous basis Cora Romania in relation to various legal matters pertaining to its Romanian real estate portfolio. Provide extensive and tailored legal advice on real estate matters including: drafting and/or reviewing, and providing assistance during negotiations as regards a broad range of contractual documents, depending on the specific nature of each particular transaction. Also provide legal assistance and representation before public authorities in relation to various real estate matters encountered by Cora Romania - including, representation before the Land Registry Office. The law firm advised Olympian Parks Group during extension of Olympian Brasov Industrial Park property located in Brasov (located in centre of Romania). The team was involved in all phases of the transaction, including preparing and negotiation of built-to-suit rental agreement with the tenant (affiliate of international corporation in automotive field), conducting legal due diligence on the property where new unit is located, designing the deal structure, negotiating the property purchase agreement and all related transaction documents, negotiation and implementing financing documents for financing the deal, assistance with closing and post-closing matters. The law firm advised Olympian Parks Group during its acquisition of MLP located in south of Bucharest from the real estate division of Alpha Real Estate. The team provided extensive legal advice to Olympian Group - ranked fifth player on the relevant market, on a wide range of real estate matters related to development & operation of industrial and logistics Class A warehouses having GLA of approximately 120,000 sqm. The law firm was involved in all phases of the transaction, including preparing and negotiating preliminary transaction documents, conducting legal due diligence on the property, designing the deal structure, negotiating the SPA and

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all related transaction documents, and assisting with closing and post-closing matters. The acquisition of MLP is one of the main transactions in logistics/industrial market in Romania and the law firm provided truly innovative legal solutions in order to ensure the completion of this deal. Provided legal assistance to BullGuard, an international internet and mobile security provider, in connection with negotiation of the lease agreement for removing companyâ&#x20AC;&#x2122;s head-office into AFI Business Park, the most important office center for IT & Technology companies. Assisted the client with all matters regarding the negotiation of the lease agreement with the landlord, as well as further implementation of the lease agreement until full relocation into AFI Park premises. The law firm is currently providing legal assistance to Cromwell Property Group - Valad Group a leading European real estate investment manager - ranked 4th on the relevant market, in connection with all business and legal matters related to management of two logistics and industrial parks located in Bucharest, Romania. The law firm provides assistance for drafting and/or reviewing as well as during negotiations regarding a large range of legal documents, depending on the specific nature of each particular transaction, e.g. lease agreements, notifications to tenants, assisting and representing before public authorities. Currently provides assistance to Universul Group, operating high-class office buildings of approximately 8,000 GLA located in centre of Bucharest, in relation to various matters regarding its day-today operations. The lawyers are involved in negotiation and conclusion of an impressive number of lease agreements, as well as in various matters relating to development and maintaining the real estate properties in accordance with Romanian law and best industry practices. The team also provide legal assistance and representation before public authorities in relation to various real estate matters encountered by Universul Group. Provides legal assistance to OMV Petrom in connection with various real estate matters arising in connection with its business activity. The lawyers provide tailored legal advice on real estate matters and related regulatory matters connected to oil&gas business in Romania. The legal assistance consists from preparing legal opinions on various real estate matters and sustaining the clientsâ&#x20AC;&#x2122; position before the Romanian authorities / courts.

Which Lawyer in Romania

Provided legal assistance to Vertical Seven Group in connection with its investment in agribusiness company having as objects owning and operating large agricultural farms in Romania and neighbouring countries. Assisted the client with all matters regarding the conducting of the legal due diligence on the project, as well as with successful negotiation and completion of the transaction documents. The law firm currently provides extensive legal assistance to Benevest Agra in relation to various matters regarding its day-to-day operations. The law firm is involved in negotiation and conclusion of an impressive number of various agreements - including purchase and leases of agricultural lands, as well as in various matters relating to owning and operating agricultural properties in accordance with Romanian law and best industry practices. The law firm currently provides assistance to Semtop Group, a major Romanian player in agribusiness field in Eastern Romania, in relation to various matters regarding its day-to-day operations. The team is involved in negotiation and conclusion of an impressive number of various agreements - including purchase and leases of agricultural lands, as well as in various matters relating to owning and operating agricultural properties in accordance with Romanian law and best industry practices. The law firm assists on continuous basis Extensa Romania in relation to various legal matters pertaining to development and management of its Romanian real estate portfolio. The law firm provides extensive and tailored legal advice on real estate matters including: preparing legal opinions, drafting and/or reviewing as well as providing assistance during negotiations as regards a broad range of contractual documents, depending on the specific nature of each particular transaction. Also provide legal assistance and representation before public authorities in relation to various real estate matters encountered by Extensa Romania - including, inter alia, representation before the Land Registry Office. Currently provides assistance to Alpha Real Estates Group, operating a significant number of office, commercial and residential projects, in relation to various matters regarding its day-to-day operations. The lawyers are involved in negotiation and conclusion of an impressive number of agreements - e.g. sale-purchase agreements, promises to sell-purchase, lease agreements, notices

Real Estate

to contractual parties etc., as well as in various matters relating to development and maintaining the real estate properties in accordance with Romanian law and best industry practices. Also provide legal assistance and representation before public authorities in relation to various real estate matters encountered by Alpha Real Estates Group. Specialist lawyers: Radu Boanta, Nicolae Ursu, Sergiu Gidei.

CLIFFORD CHANCE BADEA

Advising CA Immo in relation to the acquisition of Campus 6.1 office building in Bucharest from Skanska, a deal valued at €53 million - May 2018. Advised Rockwool Romania during negotiations with CON-A Sibiu of the construction contract for a factory in Ploiesti, an initial investment of €50 million that will represent the Danish group’s first stone wool factory of Romania. Advising a leading European real estate institutional investor on the envisaged disposal of its retail and office assets in Romania. Advised Globalworth Real Estate Investment Limited, one of the most important real estate investment companies focused on the CEE region, on its €550 million Eurobond issue listed on the Bucharest and Irish stock exchange - the first bonds issue in Romania by a foreign real estate company and the first bonds issue in Romania governed by a foreign law - English law, May 2018. Ongoing advice to one of the world’s largest hypermarket groups operating over 300 stores in Romania, on real estate matters regarding the expansion of its local retail network. Specialist lawyers: Nadia Badea, Loredana Ralea, Mihai Macelaru, Radu Costin, Lavinia Nucu, Ecaterina Burlacu, Diana Crangasu.

DENTONS EUROPE

Advised P3 Logistic Parks, owner, developer and manager of European logistics properties, on the development of new warehouses in an existing industrial park. Advised VGP on acquisition of land for envisaged logistics/industrial development in Romania. VGP is a leading international project developer of high-quality logistics and semi-industrial real estate and ancillary offices. Advised METRO Cash & Carry, leading German wholesaler, on the sale and lease of property to an important retailer under a complex structure, including various

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reciprocal usage and servitude rights. Advised BCR on amendments to existing financing of CTP’s acquisition of a portfolio of logistic properties in Deva, Turda, Arad and near Bucharest - having previously advised on the original financing. Advised BCR on the financing for the development of a triple A business park - Expo Business Park- located within the Central – North area of Bucharest by Portland Trust under a JV with Bluehouse Capital Partners, the land owner. Specialist lawyers: Bogdan Papandopol, Perry Zizzi.

DOBRINESCU DOBREV SCA

Assisted the cancellation of the urbanistic plan of 6th District of Bucharest, for nonfulfillment of legality criteria. At this moment the law firm is waiting for the sentence to be drafted, and probably it will be followed by resolving appeals. Specialist lawyer: Dumitru Dobrev.

GRUIA DUFAUT LAW OFFICE

Legal advice provided to an educational group for the development in Romania of an international private school. Advised a major multinational company active in logistic and transport activities in connection with the development of a complex logistic project - land purchase, constructions and facility extension. Advised a French group active in the food industry in relation with the sale of its factory and of the land related thereto. Advised an auto parts manufacturer in connection with the extension of its production facilities - land purchase, drafting construction contracts. Due diligence for an important French group specialized in fuel distribution in the acquisition of the land for developing gas station; drafting the related attached documents. Specialist lawyers: Cristina Bojica, Teodora Koletsis, Loredana Van de Waart, Dana Gruia Dufaut.

IONESCU SI SAVA

Assisted Solvency Project SA in the sale of a real estate located in Timisoara (Romania) comprising two land plots in surface of more than 10,000 sqm and two warehouses in surface of more than 4,000 sqm, valued at more than €975,000. The real estate team provided to the client consultancy services throughout the entire sale process, starting with the drafting of the sale documentation, participating to the negotiation process and representing it before all private entities (banks, buy side, legal counsels etc.) and public authorities

Which Lawyer in Romania

for successfully closing the transaction. The real estate team assisted VMP Vehicle in concluding a sale-purchase agreement for the acquisition of a multi-family building, part of a residential complex located in Sinaia, for the price of approximately €1 million. The law firm provided to the client consultancy services in all phases of the purchase process, starting with the review of the documentation, representing the client before the seller, a Romanian financial institution, and assisting it in successfully closing the transaction. Moreover, the team assisted the client in concluding a preliminary sale-purchase agreement for another building of the same residential complex. Assisted the Spanish real estate investor Grupo Lar, in the sale of two large land plots located in Cluj. Both transactions were valued together at €4 million. The team provided legal assistance and consultancy services to the client throughout the entire sale process, starting with the drafting of the sale documentation, and until the successful closing of both deals. Providing consultancy services to Resolute Lar Romania SA, which activates in the real estate field, performing asset and property management of various commercial centers and industrial warehouses. The services include, amongst other: opinions on the legal requirements the real estate must comply with, such as fire-fighting, security, environment etc., drafting lease agreements, participating to negotiations with the client’s tenants, assisting the client in concluding, suspending, ceasing the lease agreements, filling legal claims before the national courts with regard to the fulfilment of the tenants’ obligations. Assisting two important commercial centers in Romania, namely Focsani Mall, owned by Bel Rom Sapte S.R.L. and Hello Shopping Park, owned by Hello Shopping Park S.R.L., in their day-to-day activity, as well as in all matters related to the real estates, including: opinions on legal requirements related to fire-fighting, security, environment etc., drafting lease agreements, participating to negotiations with the clients’ tenants, assisting the clients in concluding, suspending, ceasing the lease agreements, filling legal claims before the national courts with regard to the fulfilment of the tenants’ obligations. Specialist lawyer: Radu Ionescu.

KINSTELLAR

Assisted the listed CEE shopping centre giant, Atrium, in the sale of its flagship shopping centre in Romania, Militari

Real Estate

Shopping Center, to South African group MAS, the largest shopping centre transaction in Romania in 2018. Assisted Lion’s Head Investments, a joint venture vehicle for CEE of Old Mutual Property, the property division of the largest insurance company in South Africa, on the acquisition of Oregon Park, a major three-building complex with approximately 70,000 sqm of leasable office space in the Floreasca area of Bucharest, from the vendor, Portland Trust. The team advised on all aspects of the share transaction, including due diligence and transaction documentation. Assisted Ballymore Group, an Irish international property development company, on the sale of a retail centre in Brasov, a major city in Romania, to Mitiska REIM, a leading European privately held specialist real estate investment and fund management firm specialising in retail parks. Specialist lawyers: Victor Constantinescu, Razvan Popa, Alexandru Mocanescu, Stefanita Georgescu, Florina Toma.

SCA MITEL & ASOCIATII

Advising Immofinanz Group, a leading real estate development company, in the sale of its land. Immofinanz is a commercial real estate company that focuses its activities on the retail and office segments of seven core markets in Europe: Austria, Germany, Czech Republic, Slovakia, Hungary, Romania and Poland. Have been advising Adama, a leading real estate development company, which is active in Romania and other central & eastern European markets, in around eight different residential and retail projects. The team provided legal advice for the development of several retail and residential projects of more than 1,000 apartments all around Romania. The recent work for the client has involved the sale of Adama’s residential land portfolio. Advising REWE, a leading retailer regarding land acquisitions in order to open several supermarkets across Romania, as part of its expansion strategy. The firm has put together a multidisciplinary team of experienced lawyers, capable to work round the clock so as to provide services in accordance with the high expectations and tight schedule of the client. Have advised Grupo Harmonia in connection with the restructuring of its real estate portfolio and the sale of its residential project located in the northern

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part of Bucharest. Also, the team has provided legal counselling in relation to the construction of Alta Vista Project, a new real estate development project involving approximately 600 apartments. Specialist lawyer: Ioana Negrea.

MUSAT & ASOCIATII SPARL

Providing legal assistance to the Romanian entity of a global agriculture company on the acquisition of a number of land plots, in view of developing a roundabout project. The team advised on all legal aspects, starting with the feasibility of the project in the area, upon a due diligence process in connection with the ownership titles, and continuing with drafting and negotiating the transaction related documents - promissory purchase agreements, sale agreements, ancillary documents related to the compliance with the pre-emption rights offered to co-owners, lessees, neighbours and the Romanian state. Further on, the involvement will continue with legal assistance provided to the client for the purpose of adjoining the lands and obtaining the necessary approvals and permits for the development of the project, as well as dealing with any other legal matters pertaining to the authorization process. The complexity of the project is given especially by the number of land plots targeted by the client to be acquired and be part of the real estate project, each of them owned by a different individual and with specific ownership chain to be analysed. The number of parties involved and lack of predictability of the counterparties conduct has substantial impact over the client’ strategy and the visibility over the whole project, for which reason each step needs to be carefully considered, while our role cannot be limited to straightforward legal advice, but also to offering alternatives and legal solutions to the client’s benefit. Assisting a leading real estate developer, for the sale of part of a residential property. The team’s role is to assist the client with any legal matters which may come on the way, from negotiating the terms and conditions provided by the letter of intent and other preliminary documents, to organizing the data room and cooperating with the buyer’s legal advisors during their due diligence process and further on negotiating the transaction documents. The transaction is rather complex, while the client and the purchaser separately engaged in a buy-back of the commercial center the purchaser will develop on the property. As a separate note, the law firm

VIGGO-TAILORING.COM

DESPRE GARDEROBA MASCULINĂ, LA SUPERLATIV Încă de la început, Viggo a fost promotorul diversității prin colecţiile ready-to-wear de business, casual şi de ceremonie. În același timp și în aceeași măsură, a venit în ajutorul clienților prin serviciile de croitorie privată în sistem made-to-measure, prin intermediul cărora acoperă toate nevoile vestimentare, indiferent de stil sau vârstă. Viggo se mândrește cu o gamă variată de țesături premium de la cei mai buni producători din Italia și Anglia, precum casele Vitale Barberis Canonico, Dormeuil, Loro Piana, Cerruti sau Scabal, dar și cu o linie de producție cu tehnologie de ultimă generație care pune preț, înainte de orice, pe calitate. Bineînțeles, o experiență made-to-measure este una cu adevărat pe măsură atunci când vine la pachet cu o ședință de consiliere vestimentară de excepție. Pasiunea

este cea care îi definește pe consultanții Viggo, iar cunoştinţele acumulate de-a lungul timpului în moda masculină îi desăvârșesc în adevărați profesioniști. Calitatea la superlativ se axează pe construcţia unui sacou astfel încât partea frontală a acestuia, formată din două straturi de ţesătură şi un strat intermediar întăritor, să ofere un aspect cât mai curat şi, în acelaşi timp, un confort extraordinar.

Canvas-ul este un element critic atunci când chiar iubim ceea ce purtăm şi ne dorim să rămână în garderobă pentru mult timp. Viggo foloseşte două tipuri de construcţii: half- canvas, pentru costumele din gama Ready-to-Wear, şi full-canvas, pentru costumele Made- toMeasure. Diferența dintre acestea constă în mărimea suprafeţei acoperite, în cel deal doilea caz canvas-ul întinzându-se de la umeri şi rever până la poalele sacoului.

În cazul sacourilor Viggo, acest strat intermediar se referă la canvas, în esenţă o pânză de bumbac ranforsat cu fire de păr de cal, cusută manual de ţesătură, scopul final fiind de a obţine naturaleţe, structură, durabilitate şi un aspect premium.

Viggo transformă garderoba bărbatului dinamic prin confortul construcţiei, elasticitatea naturală a ţesăturilor şi lejeritatea croielii. Indiferent de coregrafia urbană, fiecare costum este creat pentru a susţine libertatea maximă de mişcare.

VIGGO FLAGSHIP STORE BD. LASCĂR CATARGIU, NR. 2, BUCUREŞTI

VIGGO BANEASA SHOPPING CITY ŞOS. BUCUREŞTI-PLOIEŞTI, NR. 42D, BUCUREŞTI

VIGGO IULIUS MALL CLUJ STR. ALEXANDRU VAIDA-VOEVOD, NR. 53B, CLUJ-NAPOCA

VIGGO AFI COTROCENI BD. VASILE MILEA, NR. 4, BUCUREŞTI

VIGGO IULIUS MALL TIMIŞOARA STR. A. DEMETRIADE, NR. 1, TIMIŞOARA

VIGGO GRAND HOTEL PIAŢA VICTORIEI, NR. 28-30, TÎRGU MUREŞ

VIGGO PALAS MALL STR. PALAS, NR. 7A, IAŞI VIGGO MOLDOVA STR. ALEXEI MATEEVICI, NR. 64, CHIŞINĂU VIGGO LONDON SHOP ONLINE AT VIGGO.CO.UK

Which Lawyer in Romania

has been side by side with the client since acquisition of the land and throughout the process of obtaining the necessary financing for the development of the project. Once development decision has been passed and plans were transposed into actions, the team’s role focused on assisting the client to comply with the bank’s specific requirements for financing and mainly to secure its ownership title by way of concluding a title insurance policy, with a renowned international insurance company. Advised the client in selecting the international insurance company and find the insurance tailored solution, liaising with the insurance company during its underwriting process, reviewing the policy related documentation and assisting the client during the entire negotiation process, until conclusion of the insurance policy. Separately, the law firm has been asked by the client to assist with the expansion of the title policy to other land plots which are targeted by the client to be part of the residential project, due to its intended extension. Advising Teconnex, part of the Hexadex Group and a world class manufacturer of specialized jointing solutions including V-clamps, Band Clamps and Pressed Clamps, in connection with its business expansion in Romania. In particular, the law firm is providing legal assistance to Teconnex to secure a property located in Tureni Logistic Center, near Turda, which is meeting its technical and commercial requirements for development of a factory. Teconnex is a world leader in Jointing Technologies, which designs and manufactures both customer specific and standard clamping solutions, supplying a diverse range of Industrial and Automotive markets since 1959. To this extent, the law firm has been requested to provide legal assistance during the expansion process, by providing general legal advice enabling Teconnex to identify the best solution to access the Romanian market, establishing a Romanian subsidiary and further on to assist the client in connection with all the aspects related to business implementation - including for tax or employment related matters. The mandate proved to be rather challenging and complex, as Teconnex targeted only the Western area of Romania and the client’s search for an appropriate location in Romania was up to a certain point constrained by the new fire safety regulations, implemented after a fire which occurred in a public space in Bucharest, with dramatic consequences. The new restrictions in terms of fire safety made it more difficult to find a space

Real Estate

meeting the legal criteria. During this process, the client targeted a number of real estates to be leased or even acquired at a later stage, for which purpose the law firm has been requested to provide legal assistance in relation to the legal evaluation of the premises, title related matters, infrastructure and utilities issues etc. The mandate in this respect included a due diligence exercise on the best alternatives available to the client, reviewing and drafting the transaction documentation, assisting the client during negotiations with the owners and assistance for the conclusion and registration of the lease agreement with the Land Book, to make it acknowledgeable by third parties. Advising Amcor Estate and Solido Estate in connection with the sale of the real estate located in the Northern part of Bucharest. Considering the attractive positioning of the real estate, a number of investors have expressed their intention to either acquire or to set up a partnership for the development of the project. The law firm is now assisting the seller during due diligence process, while negotiating in parallel the transaction documents. Traditionally, the team is advising the two companies, pertaining to the same group, in relation to their investment in a number of real estates in Romania. The legal services ranged from conducting a complex due diligence process on the target properties and related ownership chain to implementing a number of remedies to the risks associated with the ownership right, while the law firm has also been selected by the client to draft the entire documentation and conduct the negotiations for the acquisition of the properties. Once the ownership title matters have been solved, the team advised the client in connection with the financing aspects for the development of a large residential project, while also focusing on identifying the most favourable scheme or partnership with private investors. Acting as local legal counsel for Novares in connection with the expansion of its business in eastern Europe and development of a new facility in Romania located between Pitesti and Mioveni. After concluding a brown field transaction, by acquiring an existing facility, and ending the process of its rebranding from Macaplast to Novares, the client is now targeting a number of neighbouring properties to expand its business. The investment of Novares group in Romania comes in the context of its global strategy agreed with Dacia Renault as well as its

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strategy to reduce as much as possible the logistical costs and to be close to its clients, in the countries where they have production capacities. The legal team guided the client from day one and through the entire acquisition process, advising on a wide range of legal aspects related to the possibilities to access the Romanian market. Once a strategy has been decided by Novares, the law firm counselled the client during an extensive due diligence process, conducted in connection with the property intended to be acquired from a local company with similar scope of business. The work focused on various matters falling under Romanian law, including by providing an assessment on the ownership chain over the lands and building part of the transaction, identifying potential risks and related remedies, regulatory matters influencing the development and expansion of the existing facilities and the activity to be performed. In connection with the above, the team assisted as well the client for the incorporation of its subsidiary in Romania and in connection with various fiscal matters related to its acquisition and business. Currently, the law firm is continuing to assist the client both for expansion of its property in Romania and in connection with various legal issues concerning its business. Specialist lawyers: Monia Dobrescu, Anca Simeria, George Chiocaru, George Cata, Mona Musat, Alina Vrabie, Alina Solschi, Razvan Graure, Cristian Cepesi.

NOERR

Advised Kaufland for many years, from their footprint in CEE to all expansion projects and daily business challenges and activities. Complex advice in Romania on a large number of hypermarket openings: 119 opened hypermarkets. Advice on the acquisition by Immochan (via a share deal) of Coresi Business Park (located near Immochan’s Coresi Shopping Resort and Coresi Avantgarden residential complex), consisting of several operational office buildings and the related land, as well as on a JV project for further development of office buildings on the unoccupied land. This deal represents Immochan’s entry on the office sector in Romania. Advised PartnerFonds on the change of destination from an industrial building into an e-commerce fulfilment center, assisting on the permitting procedure for the refurbishment of the industrial and office building acquired in 2016 on the former

Which Lawyer in Romania

Bucharest UMUC industrial platform, as well as on negotiating the lease of the property to a local home & deco retail giant. Advised an International Manufacturer on the purchase of an existing manufacturing facility in Romania Advice for a leading agricultural machinery manufacturer on the purchase of land acquisition Specialist lawyers: Roxana Dudau, Iunia Nagy, Laura Neacsu.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to one of the most active real estate investment companies in the SEE and CEE markets in the acquisition of a building developed by multinational construction and development company based in Sweden. Assistance to Central Europe’s largest industrial developer in the due diligence and acquisition process of a logistic park from an Austrian developer. Assistance to one of the most active residential developers in Bucharest in the due diligence and acquisition process of approximately 11.000 sqm land plot in view of developing an upper level residential complex. Assistance to a private equity real estate investment management firm with focus on CEE market in the drafting and negotiating the sale of approximately 16.000 sqm to a commercial real estate developer. Specialist lawyers: Ioana Niculeasa,Vlad Tanase, Lavinia Ionita Rasmussen.

PACHIU&ASSOCIATES

Acting as counsel to one of the largest European supermarket chains, with regard to its highly comprehensive expansion process of its supermarket network in Romania. The activity included preparation and negotiation of lease agreements and concession agreements, as well as assistance in the process of acquisition of properties, assisting in various construction matters related to the construction respectively the fit-out of the chain’s supermarkets etc. The value of the transactions cannot be disclosed. Assisting a foreign private investor in purchasing an extended area of thousands of hectares of agricultural land in Romania, being one of the largest realestate transactions of the year in Romania. The complexity of such transaction resided in the very large number of plots of which the acquired surface of agricultural land

Real Estate

consists, as well as the very short time frame for completing the transaction. Value: approximately €30 milion. Assistance of several important foreign banks in a retail project financing for a total value exceeding euro 60 mil. Advising several retailers in the managing and developing of the real estate projects - retail parks and shopping centres. The activity included preparation and negotiation of the structure of the transactions, pre-sale purchase agreements, due diligence process, sale purchase agreements and future lease agreements. Assistance of a building developer in regulatory matters concerning several residential projects in Bucharest and around Bucharest. The value of all transactions is around €40 million. Specialist lawyers: Laurentiu Pachiu, Radu Noslacan, Raluca Mustaciosu.

PELI FILIP

Assisting Forte Partners, a local developer, very active on the Romanian market, in connection to the sale of The Bridge office project located in center-western Bucharest, comprising three office buildings with a total gross leasable area of over 100,000 sqm, by way of share transfer to Dedeman, a local investor. Assisting Portland Trust, a major property development and asset management company based in the Czech Republic, in connection with the sale of Oregon Park, its office project located in Bucharest, consisting of approximately 70,000 sqm of leasable area, to Lion’s Head Investments, a joint-venture between South African investment fund Old Mutual Property and AG Capital. Assisting Skanska, one of the leading development and construction companies in Europe, in relation to: the sale of the first office building in Campus 6 office complex to CA Immo, by way of a share deal; and the development and leasing of its future office projects Equilibrium and Campus 6 located in Bucharest. Specialist lawyers: Francisc Peli, Oana Badarau, Ioana Roman.

POPOVICI NITU STOICA SI ASOCIATII

Assisted Dedeman on the acquisition of The Bridge. Advised Immochan on the development of Coresi Business Park Brasov. Advised Immofinanz on the sale of Jandarmeriei Office and Jandarmeriei Residential projects to Speedwell.

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Assisted Auchan and One United on their development of One Floreasca City on the former Ford historical plant. Advised Westchester on the development, investment in and operation of its Romanian agriculture portfolio, following the takeover of the management of Rabo Farm portfolio in Romania. Specialist lawyers: Valentin Creata, Ioana Sampek, Bogdan C. Stoica, Irina Ivanciu, Cristian Popescu, Codrin Luta, Andreea Hulub

RADU SI ASOCIATII

Providing legal assistance to Roga International SA - a Luxembourg based investment fund- in a complex transaction process consisting in the sale of approximately 4,000 ha of agricultural land in western Romania e.g., data-room management, structuring and negotiating the sale-purchase and escrow agreements, legal support during closing and release of funds. The value of the transaction was of approximately €28 million. Providing legal assistance to NEPI acting through one of its SPVs, Aurora Mall Buzau - regarding the extension of the shopping mall operated in Buzau, Romania, in a complex process that took over one year to complete. The value of the transaction was of approximately €1 million. Providing legal assistance to Alin Doru Plopeanu with respect to the acquisition of a real estate company from the Romanian investment fund NCH - e.g., legal due diligence, drafting and negotiation of the transaction documentation. The approximate value of the transaction was of €1.4 million. Providing legal assistance to Cinemax AS, a company operating tens of cinemas in Slovakia, with the negotiation of several lease agreements for cinema locations in major shopping centers in various cities across Romania, including Bucharest. The specifics of the cinema business increased the difficulty and length of the negotiations, especially since various regulatory requirements needed to be factored in. Providing legal assistance to Nutre Farming, a specialized investment fund, regarding the acquisition of a farming company operating on land leased from the Romanian state. The complexity of the deal derived from the challenging due diligence requirements - i.e. public land leased to a private company with non-Romanian capital, as well as from the payment structure - which entailed earn

Which Lawyer in Romania

out and escrow arrangements. The value of the transaction was of approximately €1 million. Specialist lawyers: Radu Diaconu, Radu Ionescu, Stefan Mantea.

RADULESCU & MUSOI ATTORNEYS AT LAW

Assisted the client in the acquisition of two plots of land and construction located in downtown Bucharest for the development of a residential project. Assisted the client in the acquisition of Centrul Medical Phoenix by Medicover, a major Romanian healthcare provider. Assisted the client in the acquisition of a plot of land located in Bucharest for the development of an office building. Assisted the client in the potential acquisition of an extra muros plot of land located near Bucharest. Assisting the client in the acquisition of a 4900 sqm plot of land in Pipera, one of the most important office areas in Bucharest. The project involves also the development of a residential complex. Specialist lawyers: Mihai Radulescu, Roxana Musoi, Carmen Banateanu.

RTPR ALLEN & OVERY

The law firm’s client Regus is the biggest, most well-known and active provider of serviced business offices on Romanian market having 11 opened locations in Bucharest, most of them being negotiated with the assistance of the real estate team. The regular work for Regus covers negotiation of Head of Terms and lease agreements with their tenants for their exclusive locations in Bucharest. During the past 12 months the law firm advised them in negotiations with five different developers - Anchor Group, Skanska, Unirii View, Dorobanti Offices and Portland Trust Developments - for their expansion in new offices in top locations in Bucharest. Advised Raiffeisen Bank International AG and Raiffeisen Bank Romania SA in relation to a financing of up to €49.4 million granted to a Romanian subsidiary of CTP Group for the development of a logistic park near Bucharest, Romania. CTP Group is one of the most active investors in industrial and logistics spaces in Romania. Advised Banca Romaneasca, Member of National Bank of Greece Group, National Bank of Greece, Bancpost, Bank of Cyprus Public Company Limited and Eurobank Private Bank Luxembourg in relation to the transfer of the finance documentation related to Era Shopping

Real Estate

Park Iasi to Prime Kapital. Advised Mitiska REIM, through its local vehicle, in relation to the acquisition of a property located in Brasov, where a retail store is located. The transaction was structured as an asset deal. Mitiska REIM is a Belgian privately held specialist real estate investment and fund management which invests exclusively in the niche of retail parks in Europe. Advised Raiffeisen Bank SA - Romania in relation to the extension of a financing of up to €22.36 million by new facilities of up to €12.7 million to a Romanian real estate developer - CTP Group for the development of a logistic park near Cluj Napoca, Romania. Specialist lawyers: Alexandru Retevoescu, Cosmin Tilea, Costin Taracila, Victor Rusu, Ianita Tui, Andreea Burtoiu

SCHOENHERR & ASOCIATII

Assisted Riso Scotti on real estate and corporate matters referring to a complex project on the Romanian agriculture market, aimed at the restructuring and sale of a real estate portfolio of approximately 3,500 agricultural land plots, with a total area of approximately 4,500 ha. Assisted Proforest, the Association of Private Forest Land Owners in Romania (Romanian association established by a group of private forest owners who together own more than 85,000 ha of forest land in Romania) on reviewing the draft legislation in forestry and submitting it to the relevant public authorities. Assisted Atterbury Europe (South-African investment fund specializing in shopping centre investments and retail development) and Iulius Group (the largest Romanian developer and operator of shopping malls, with an operational portfolio of more than 260,000 sqm of retail space and 106,000 sqm of office space) on the establishment of a joint financial fund with equal participation shares for the operation of four malls, the mixed-use urban regeneration project Openville Timisoara, and the future development of similar projects in Romania. The project involved extensive real estate implications. Specialist lawyers: Simona Chirica, Eva Hegedus-Brown.

STOICA & ASOCIATII

Assisting and representing a group of individuals from around the world belonging to a notorious Romanian family (Bragadiru family) in connection with the management of a significant realestate portfolio. The law firm assisted and

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represented its clients in litigations and administrative procedures in connection with property restitution cases concerning land plots and constructions, in transactions with restituted real-estate (ie sale, lease, management of real-estate). Assisting and representing a major key steel producer, ArcelorMittal, in a litigation case against the Romanian State regarding its warranty obligation for eviction in case of a landplot of 45.000 sqm for which the client had received a property certificate Assisting and representing a major telecom company, Telecom Romania SA, with regard to the procedure of acknowledgement of the property right over a land plot of approximately 25.000 sqm on the shore of Lake Floreasca in Bucharest. With the support of the law firm’s lawyers, the claim was admitted by the Court of Appeal in Bucharest. The litigation is judged now by the Supreme Court of Justice and Cassation. Assisting and representing of a client in a litigation regarding the termination of an exchange contract and damage claims filed against the Bucharest Municipality for the violation of the obligation to issue a Regional Urban/Town Planning with regard to a real estate property in a residential area of Bucharest. Assisting and representing of an important real estate developer in a series of litigations against the National Company for Highways and National Roads in Romania (CNADR) regarding expropriations and indemnifications generated by the refuse to issue the Regional Urban/Town Planning permit.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted First Property Group plc, on the acquisition of the “Maestro Business Center” Office Building located in ClujNapoca, Romania. The assistance provided by the Firm, covered all Legal aspects of the transaction from the outset, including preparation of the legal due diligence, drafting and negotiating the transaction documents and assistance on the financing of the acquisition. First Property Group plc is an award winning property fund manager and investor with operations in the United Kingdom and Central Europe - including significant investments in Poland and Romania. Assisting UPC Romania, the local subsidiary of Liberty Global in relation to: the lease of three floors with a total area of 6,000 sqm within a Class A building and to consolidate all the client’s staff from

Which Lawyer in Romania

existing offices elsewhere in Bucharest in that building. The firm was involved in all aspects of the transaction, including the revision and negotiation of the lease agreement. Liberty Global is the largest international TV and broadband company serving 29 million customers. The lease of a date centre premises for relocating its IT support and data centre providing services to 1,4 mil subscribers. Assisting London Partners, with the leasing of a premises for the purpose of establishing the company’s headquarters. The firm was involved in all aspects of the transaction, including the revision and negotiation of the lease agreement. London Partners is a real estate development company, part of an international group, with investments in several market sectors over one billion dollars. The group has been present in Romania since 1994. Assisted Teads, the inventor of outstream video advertising and the leading native video advertising marketplace, on the lease of their new office premises, currently under construction in the Dorobanti area of Bucharest. The law firm assisted Teads on all legal aspects of the transaction from the outset including advising during negotiations with the landlord Primavera Development, revising the lease agreement and providing all necessary legal assistance for the successful signing of the transaction documentation. Assisted World Class Romania with: the lease of standalone premises of over 2,100 sqm to be built within a large mixed use real estate development in the city of Cluj– Romania - second largest city in Romania and second most developed after Bucharest, known as Record residential buildings apartments, A-class offices, retail and co-working/ restauration spaces; the lease of a premises of approximately 1,300 sqm, within Bucuresti, Mall Bucharest – the first shopping mall in Romania, opened in September 1999; the lease of a premises of approximately 1,400 sqm, within AFI Business Park I – first of the five newest ultra-modern business towers in Bucharest; the lease of the Atlantis Fitness Centre - an existing prestigious SPA and health centre with a total surface of over 9,000 sqme, located in the residential district of Pipera Bucharest. The assistance included drafting and negotiating the lease agreement with the other party and advising on matters such as the transfer of existing members, database; the lease of a premises of approximately 1,500 sq.m. within Veranda Mall Bucharest, one of the most contemporary shopping centres to

Real Estate

open in recent years in Romania; the lease of a premises of approximately 1,500 sqm located within Expo Business Park, a 70,586 sqm mixed use development by Portland Trust located in an upcoming -booming - area in North Bucharest. Assisting one of the leading fitness service providers in Romania, makes it necessary to drafting and negotiate sophisticated agreements which must accommodate the high level of standards expected by the Client. Real estate related aspects such as insurance matters, contracting with service providers and day to day contact with the landlord are all part of the continuous assistance provided to the client. Specialist lawyer: Silviu Stratulat, other parties involved: PeliFilip SCA, advising Landlord.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Advised and represented Cefin Real Estate Kappa with the sale of a real estate property, in view of developing a residential project in North Bucharest. The surface of the land was of approximately 300,000 sqm and the law firm advised on the due diligence process and in drafting and negotiating the transaction documentation for the seller until the successful closing of the transaction. Offered legal assistance to Manevi Zartkoru Reszvenytarsasag, in the acquisition of an important landmark in Satu Mare – Hotel Dacia. Advised Bere Trei Stejari in selling a plot of over 7,000 sqm to a retail company - Lidl. The expected value of the transactions from 2018 and the ones forthcoming in 2019 score more than €10 million. Assisted Societatea Asigurare-Reasigurare Astra SA, the largest Romanian insurance company –that went bankrupt– with over 100 transactions in 2017 with a value of over €40 million and continuing through 2018 with another 50 buildings due to be sold. As part of a large project of a nonperforming portfolio sale- Project Blue Lake, the law firm has also coordinated and advised on the sale of approximately 100 real estate assets - apartments and plots of land, being involved in all stages of the transaction, until successful signing. Specialist lawyers: Laura Toncescu; Cristina Rosu, Nicoleta Mihai, Duagi Gunay.

TUCA ZBARCEA & ASOCIATII

Advising Speedwell in connection with the acquisition of large plot of lands and the development of two large-scale

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projects - residential and office. The law firm advised Speedwell in connection with the acquisition of a 12,000 sqm plot of land located on Soseaua Bucuresti-Ploiesti from a group of private investors, as well as in connection with the acquisition of a 50,000 sqm plot of land from Immofinanz. Advising Coca-Cola HBC Romania on a transaction by which it sold an industrial platform - i.e., land and warehouse totalling 57,000 sqm - to Globalworth with a view to developing a built-to-suit office for Renault Romania. Further to this deal, and for the first time since the Groupe Renault has started developing its business in the capital, more than 3,000 employees of Groupe Renault shall be located on the same site. Assisting an UAE investment fund in its expansion on the local market by acquiring large farm operations in Romania, including conducting a thorough due diligence report on the lands and ongoing businesses of the target companies, as well as offered assistance in relation to the transaction documents. Advising Premier Restaurants Romania – McDonald’s - on all legal issues related to the global expansion plans in Romania, i.e., acquisition of land, construction of outlets etc. Assistance in a complex €33 million transaction, comprising the business transfer and the subsequent sale of a 100% stake in Shoe Express S.A. to the Polish footwear retailer CCC. The team covered all legal related matters relevant to the transaction, including real estate, intellectual property, competition etc. Shoe Express S.A. comprises 57 retail outlets operating under the CCC brand in Romania, based on a franchise agreement with CCC. Specialist lawyers: Razvan Gheorghiu-Testa, Dragos Apostol, Dan Borbely.

VLASCEANU ENE & PARTNERS

The law firm took over the role of the former internal permitting department of the 3rd producer of natural gas in Romania, ensuring the project management for obtaining the building and demolition permits for the client’s projects, combining both legal and practical aspects in the field and proving not only strong legal knowledge, but also commercial, negotiations and soft skills. The mandate includes performing all necessary formalities for obtaining the required permits, handling all activities from the very planning of the projects up to the issuance of the construction/

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Which Lawyer in Romania

demolition permits, ensuring the project management and cooperation with/ between other internal departments, preparing and presenting position papers/ letters in front of the competent authorities (for speeding up/ unblocking the permitting process – if the case). The law firm assisted Blockchain Power Trust B.V., former TRANSEASTERN POWER B.V., a Canadian registered trust, in the acquisition of OMV Petrom Wind Power, owning the 46 MW Dorobantu wind park in S-E Romania, i.e. the largest wind power deal of 2017 in Romania. The mandate included performing a due diligence analysis on corporate, employment, regulatory, environment, contracts, real estate and litigation aspects in order to provide the client with an up-dated view of the material legal issues of OMV Petrom Wind Power prior to its acquisition. The law firm assisted Blockchain Power Trust B.V. in performing a due diligence analysis on corporate, regulatory and contracts matters regarding two photovoltaic projects, 3 micro-hydropower projects and a wind park, all operated by the client. The purpose of the project was to ascertain the solvability of the client in view of gathering necessary funding on the Toronto, Canada, stock exchange. The law firm drafted title and corporate opinions in order to provide the client with an up-dated view of its corporate capacity and to highlight the main risks with respect to the projects. Specialist lawyers: Daniel Vlasceanu, Stefan Ene, Raluca Spinu, Mihaela Farin, Raluca Teodorescu.

VOICU & FILIPESCU SCA

Assistance to a major regional retailer active on the Romanian market in connection with its retail chain expansion in Romania. Some of the most relevant projects include: assistance in connection with a series of real estate acquisition projects including major, mid and small locations throughout Romania; rendered services include conducting due diligence legal investigations on acquisitions, negotiation and drafting of transaction documents, as well as assistance in completing transactions and assistance in connection to a series of lease agreements; rendered services include drafting the lease agreements based on the commercial conditions agreed and assistance during the negotiations with the landlords. Assistance to a real estate developer covering several Romanian cities, in connection with the refinancing process

Real Estate

of the retail park located in Botosani by renegotiation of terms with the financing bank. The firm has conducted due diligence investigations on the financial refinance scheme and assisted the client in the negotiation and conclusion of the financing documents and security package, second stage development of the project was also covered. Assistance to a leading German international manufacturer in relation to acquisition of a plot of land located in Bucharest with the purpose of further developing an office building in Floreasca area; services provided included performing the due diligence investigation, advising on the Transaction structure, including specific conditions, structuring the Transaction and drafting the sale purchase agreement. Assistance to an important real estate developer acting on the Romanian market, in the process of obtaining necessary zoning and planning and permits for development of a residential project in Bucharest city centre; services include advice on administrative procedures and in relation with the public authorities, assistance in the resolution of various disputes with NGOs intervening in the procedures as civil society’s representatives, as well as in disputes with the authorities; real estate project development, negotiating and drafting pre-sale-purchase and sale-purchase agreements. P Assistance to a global marketing research company, on the negotiation and conclusion of the lease agreement regarding the client’s company headquarters located in an office building in the North of Bucharest - Nusco Tower; work rendered included obtaining all necessary corporate approvals and making the necessary registrations with the Romanian authorities. Specialist lawyers: Roxana Negutu, Marta Popa.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Advised Revetas Capital Fund II and an affiliate of Cerberus Capital Management, L.P. on their acquisition of a leading hotel complex with approximately 86,000 sqm of gross leasable area in Bucharest, Romania. The complex includes two hotel facilities, the Radisson Blu and Park Inn Hotels, as well as approximately 7,500 sqm of prime retail space. In addition to providing M&A assistance and real estate due diligence, the law firm assisted

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the purchasers in relation to financing and refinancing of the acquiring and the acquired companies’ debt. Deal value is €170 million. Jurisdictions involved were Romania, The Netherlands and Israel. Completion date: December 2017. Assisted Peek & Cloppenburg with the negotiations of three lease agreements for retail spaces in Iulius Shopping Malls in Timisoara, Cluj, and Iasi. Negotiations took place in Bucharest, Iasi, Dusseldorf and Vienna. The leased spaces shall be delivered turnkey by the landlord in strict compliance with the technical requirements of Peek&Cloppenburg. Deal value is €20 million. Assisted the client with drafting and negotiating lease agreements for other logistic and commercial spaces in Romania. Completion date: June 2018 Assisting BANCA COMERCIALA ROMANA SA in relation to a €40 million loan to Elgan Offices SRL, part of the Globalworth group, one of the largest real estate investors in Romania, for the purposes of financing a class A office building and a design centre located in Bucharest, Romania. The finance consists of an investment loan (financing part of the Project costs plus a top-up loan at development completion) and a VAT facility. The development is custom-made and was pre-leased by Renault group. Completion date: Ongoing. Advised Erste Group Bank AG in relation to the granting of approximately €30 million credit facilities to a Romanian borrower for the purpose of financing a class A light industrial/logistic project located in Timis County, Romania. The law firm advised in relation to the due diligence process as well as the structuring, drafting and negotiation of the finance documents. Completion date: January 2018. Advising Topmost Investments, a Cyprusbased real estate company, to acquire EEC Invest Imobiliare, a Romanian real estate company, for €17 million. EEC developed and fully let one of the most appealing office buildings in the centre of Bucharest, Polona 68 Business Center project, with a total area of 9,600 sqm. We conducted the legal DD, and also supervised the fiscal and technical DD. Further, we negotiated the SPA for the acquisition of EEC. The team also negotiated a title insurance policy for this property. Completion date: March 2017. Specialist lawyers: Ciprian Glodeanu. Bryan W. Jardine, Claudia Chiper. 

Which Lawyer in Romania

Competition

COM PLI A NC E , PREV EN T ION A N D AWA REN ESS OF COM PET I T ION RU LES In 2017, the Romania Competition Council launched 19 new investigations (31.5% more than in 2016) out of which 11 concerned cartels, with an intense activity in all fields of competition: antitrust enforcement, sectorial inquires and merger control, of which 78% targeted sectors such as energy, auctions, liberal professions and transport, according to representatives of the antitrust watchdog. The fines applied by the RCC in 2017 amount to €27.35 million (60% more than in 2016).

ompetition is key to an effective economic development and the Competition Council became more visible and effective. The Council’s activity in the last two years comes only to confirm that the monitoring made by the competition authority in Romania is and it will probably remain at a high level. Improving Romania’s competitive environment will attract new firms, an effective competition policy leads to success in the areas of Romania’s domestic market efficiency, economic growth and European market integration. At the end of 2017, the Competition Council published the Guide on Compliance with Competition Rules, aimed at assisting all types of companies, irrespective of their size, in the implementation of a tailored and effective compliance program. What does this mean for companies? “The Competition Council’s initiative is more than welcome in the context of its activity in the past few years and signals a clear change in the Council’s perspective, a shift from a formalist to a substance-based approach, from theoretical requirements to practical expectations, from theoretical presentations of the main competition risks to an effective and efficient implementation of a mechanism to

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Which Lawyer in Romania

Competition

Adrian Ster, Wolf Theiss determine, identify and deal with those risks. Moreover, the Guide makes it clear that implementing a compliance program is not an issue which should concern solely large, international companies, but should be a mandatory requirement for all companies, regardless of size or sector of activity” says Adrian Ster, Partner at Wolf Theiss. The Guide is extremely accessible, as it provides useful examples for any aspect of risk identification and risk management and identifies those basic components of a compliance program, from the risk analysis that needs to be done for each enterprise to how to draw up the compliance manual and the implementation of the risk management mechanism. “Companies are encouraged to invest time and resources in determining the right approach for them, taking into account their risk profile – the Guide shows that there is no “one size fits” all in terms of developing and implementing compliance programs, and an efficient compliance program must be both tailor-made for that particular company and supported within the company by the top –level management. While the implementation of a compliance program in general and of a compliance program which meets the expectations raised by the Guide in particular is optional, the benefits deriving from the existence and effective implementation of a compliance program are significant. Let us not forget that, ultimately, the main role of a compliance program is a prevention one - creating an internal culture of the company in compliance with the competition rules, identifying the risks and consequences attached to possible violations before they occur and thus preventing them from ever occurring. Last but not least, the existence of a compliance program is an element which instills confidence in any potential commercial partner on the market - it is no coincidence that any international company has an extremely wellestablished compliance system. Indeed,

“The Competition Council’s initiative is more than welcome in the context of its activity in the past few years and signals a clear change in the Council’s perspective” the purpose of a compliance program is to develop and adapt preventive measures, and a non-functional compliance program, besides failing to accomplish any of the above, may even facilitate competition law infringements due to the sense of security it might provide” added Ster. “The new Guide on Compliance clarifies some of the requirements the Competition Council has taken into consideration when assessing whether to grant the mitigating circumstances provided by law for the undertakings having implemented a compliance program. While the Guide is useful for undertakings and law firms implementing and offering such compliance programs, the publication of the Guide fails to address the main issue regarding the implementation of the competition compliance program: the reason for doing so. While it has long been the policy of all competition authorities in Europe that internal compliance be advanced as the preferred method to limit anticompetitive behavior, failure to provide adequate palpable incentives for undertakings to do so severely limits market participants’ desire to adopt, implement and follow such compliance programs,” says Paul Buta, Partner, Musat si Asociatii. Georgiana Badescu, partner at Schoenherr Bucharest, EU & competition also welcomed the innitiative: “as a member of the antitrust practitioners community, I personally welcomed this endeavor of the Competition Council. While compliance programs were not a novelty for large/ multinational companies or undertakings that had been under an investigation, it

Paul Buta, Musat si Asociatii

“The publication of the Guide fails to address the main issue regarding the implementation of the competition compliance program: the reason for doing so”

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is refreshing to see that the authority put efforts in devising detailed guidance that can be rather easily understood, accessed and implemented by small and medium sized companies as well. I strongly believe that on the long run, this Guide will help raising competition awareness across multiple industries. Additionally, there is a direct and clear benefit for investigated companies: to the extent their tailor-made compliance programs tick the requirements put forward by the authority through this Guide, this may translate in a reduction of the fine ultimately applied by the Competition Council. I believe this should clearly incentivize companies to revisit their existing programs and make the necessary upgrades or actually devising and implementing customized compliance programs. I would also add that the proper and constant training of management and employees is the cornerstone of a successful compliance program.” “Even before the issuance of the Guide on Compliance with Competition Rules (the Guide), our competition rules granted RCC the right to reduce the fines applied to the companies in case they proved the effective implementation of a competition compliance program. In fact, RCC implemented such provisions and granted, before the issuance of the Guide, fine reductions to companies proving the implementation of a competition compliance program says Mihaela Ion, Partner, Popovici Nitu Stoica &Asociatii. “However, before the Guide, there were no precise formalized criteria which a competition compliance program should have fulfilled in order to be accepted as a mitigating circumstance by the RCC. Lacking such specific criteria, the companies applying for the fine reduction, where more flexible in building and implementing their competition compliance program. Following the Guide, the RCC passes now from a formal analysis to a more in-depth and complex analysis focusing on the substance of the competition compliance program at hand.

Which Lawyer in Romania

In a nutshell, the Guide set outs that an effective competition compliance program must fulfill at least the following criteria: senior management involvement, compliance policies and procedures, information and training sessions, monitoring, audit and reporting mechanisms and also consistent disciplinary proceedings in case of violation of competition rules. The Guide will most probably impact the outlook of smaller companies and raise their degree of awareness of the importance of the competition law compliance and the necessity of implementing a competition compliance program. Also, the formalized criteria will also help companies to asses if their competition compliance program is complex enough in order to qualify as a self-cleaning program in case they were excluded from public tenders based on Law no. 98/2016.” Alina Popescu, Founding Partner, Maravela&Asociatii argues that the guide reiterates the great emphasis that competition authorities put on prevention. “Concerning the dire consequences of an infringement that is caught by the competition watchdog, including amongst others fines of up to 10% of a company’s annual turnover (which is in certain cases computed out of the parent company’s turnover), learning about competition law and putting in place prevention policies is the best thing a company could do. Both the European Commission and the Romanian Competition Council have issued guidelines concerning the compliance process. However, only under Romanian competition law, having a compliance program in place amounts to a mitigating circumstance that can lead to discounts of up to 10% of the base level of the fine. Another important aspect is that companies that do not have (or do not want to allot) a budget for competition compliance programs now have a free of charge starting point for their work in this respect. The downside to this is that such starting point will not cover any of the particularities of the industry where the company activates. Hence, whereas following generally applicable recommendations is a starting point, in practice it is very difficult to navigate without a compliance strategy tailored to the specifics of the relevant market(s), the role that the relevant company plains in the production and trade chain and many other aspects that may cause competition assessments to significantly differ” says Alina Popescu.

Competition

Georgiana Badescu, Schoenherr Bucharest

“It is refreshing to see that the authority put efforts in devising detailed guidance that can be rather easily under-stood by small and medium sized companies as well” Luiza Bedros, Senior Associate – Noerr argues that “the main role of the Competition Council has always been to promote competition compliance by identifying general principles and supporting companies’ actions in this area. At the same time, the authority has constantly encouraged all undertakings, big corporations as well as small companies, to a more positive attitude towards compliance and to build a sustainable corporate governance culture. Compliance needs to be a fundamental matter for every enterprise. Although not exhaustive, this Guide is meant to be a milestone, at least for smaller companies that need to familiarize with competition rules, and a reaffirmed statement of the authority that compliance should be the first-choice.” As state-owned companies and government participation still play a dominant role in many important markets and sectors in Romania, we asked lawyers

if they agree there is a relatively low enforcement of competition policy against hard-core cartels and abusive practices while merger review cases that do not significantly impose threats to competition account for the bulk of the workload in the competition area? “We would first note that the dominant role of state-owned companies has greatly diminished in the last decade in Romania, this being a normal consequence of the liberalization of the market and privatizations that took place in the last 15 years, except some segments (e.g, energy production, national lottery), where the State is still very present. says Lucian Bondoc, Partner, Bondoc si Asociatii. “As regards the enforcement of competition policy by the Competition Council, we would not necessarily agree that there is a relatively low enforcement regarding state-owned companies. There seems to be a reluctance in investigating state authorities, however, in terms of state companies, for example, the national mailing company Posta Romana, was sanctioned in 2010 with approx €24 million, representing 7% of its turnover, on account of an abuse of dominant position related to its pricing policy, following that, in 2016, Posta Romana was fined another €7.4 million as a result of not complying with certain obligations imposed by the authority in the 2010 decision. Quite recently (i.e., September 2018) the Council has launched another investigation into a potential abuse of dominance by Hidroelectrica, in connection with a practice of limiting the quantities on the Next Day Market. This is the second investigation against Hidroelectrica, after the one closed by the Council in 2016, which resulted in a fine of approximately €4.6 million, in connection with anticompetitive agreements for the sale of energy, which, by their commercial conditions and long-term duration were deemed to have resulted in foreclosing the market. Also, in the area of cartels, the Competition

Mihaela Ion, Popovici Nitu Stoica &Asociatii

“The Guide will most probably impact the outlook of smaller companies and raise their degree of awareness of the importance of the competition law compliance”

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Which Lawyer in Romania

Council applied one of the largest fines, in terms of percentage approximately 9%, close to the maximum 10% possible under the law in its history, in connection with bid rigging arrangements between providers of maintenance and repair services for electricity meters. In terms of value, the Competition Council applied its highest fine, aprox €200 million in total, to the so-called “gasoline cartel,” having as object the joint withdrawing from the market of a gasoline sortiment (Eco Premium), by OMV Petrom, Rompetrol Downstream, Lukoil Romania, Mol and ENI. The heavy workload resulting from merger filings is rather a result of the low thresholds set under the law as conditions for a transaction to be subject to merger control. Based on our experience in assisting clients in infringement investigations, we did not get the impression that there is any direct connection between the workload deriving from merger filings and the willingness and/or availability of the authority to pursue cartels or abuses of dominance. “As a matter of principle, the Competition Council has a relatively limited discretion when it comes to dealing with the workload related to merger control, as the obligation to notify is a legal obligation “, argues Adrian Ster, Partner – Wolf Theiss. “While an argument could be made that the Competition Council needlessly increases this workload by employing a higher-than-needed level of scrutiny for concentrations which have no competition implications, we find that real progress has been made in this area in the last few years. Indeed, the vast majority of case handlers limit their questions to what is required, from both a procedural and substantive purpose, for merger evaluation. Insofar as cartel enforcement, we believe that the Competition Council is extremely active in this area and, while criticisms can be made regarding the lack of celerity regarding the investigations, we do not feel that there is a lack of enforcement

Competition

regarding cartels and other anticompetitive agreements. For instance, the number of antitrust investigations launched in 2017 was 19, which exceeds by 50% the number of investigations launched in 2015 and 2016 (13 each year), and the number of investigations finalized during 2017 was 18, showing an increased level of activity in this area. What we would most like to see changing is the assumed practice of the Competition Council on labelling every competition infringement as a ‘by object’ restriction, without performing any substantive analysis of the content of the relevant restrictions, its objectives and the economic and legal context of which it forms a part of. Furthermore, a ‘by object’ renders irrelevant most arguments regarding the fulfillment of the Art 101(3) conditions and leads to arguably procompetitive agreements being sanctioned.“ Georgeta Dinu, Partner and Head of Competition and State Aid, EU Law – NNDKP says that “While merger control work continues to represent a significant part of the Competition Council’s activity, the enforcement work against cartels is increasing as compared to the past years; so is the number of abuse of dominance investigations. Thus, the Competition Council’s 2017 annual report shows 19 investigations initiated and 18 investigations completed in 2017. One should also keep in mind the investigations initiated in the previous years and not yet finalized, resulting in 36 ingoing investigations at the end of 2017, to which 11 sector inquiries are added (with four finalized and four initiated in 2017). Compared to the 60 mergers cleared in 2017, it may seem, looking at the numbers only, that the work is focused on merger review cases. However, the amount of work is not comparable, as the volume of work in one investigation only exceeds the work in several merger files. Moreover, there are also more complex merger cases, authorized with commitments (for example,

Luiza Bedros, Noerr

“This Guide is meant to be a milestone, at least for smaller companies that need to familiarize with competition rules”

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Alina Popescu, Maravela&Asociatii

“Concerning the dire consequences of an infringement, learning about competition law and putting in place prevention policies is the best thing a company could do” in 2017, the acquisition of Covalact by BSA International, the acquisition of Payzone by Paypoint or the acquisition of Hiperdia by Affidea Diagnostics). Alina Popescu, Founding Partner, Maravela&Asociatii says that: “there are certain industries where state-owned companies may be seen as holding a dominant position, considering the investigations for abuse of dominance against some of the state owned companies (the most recent being against Hidroelectrica). However, the dominant role cannot be ascertained solely out of a company’s market share (although market shares do create a presumption of dominance from a certain level). This is a much more complex assessment that considerably differs from one industry to the other. It is true that the number of merger control cases run by the Romanian competition authority statistically outnumber the decisions concerning investigations. The most important factor that leads to the substantial amount of merger review work is, in our view, the rather small turnover thresholds provided by the Romanian law for merger control assessment, as compared to other national legislations. Another aspect is that merger review cases are generally completed in a substantially lower period than that required to complete abuse of dominance or anticompetitive agreements & practices investigations, as the most merger notices concern cases where there are no competition concerns.

Which Lawyer in Romania

Competition

Lucian Bondoc, Bondoc si Asociatii All things considered, however, the Romanian competition authority remains some of the most active and one who does a great work on the market.” Razvan Pele, Partner, Maravela&Asociatii adds that:”indeed, the Romanian Government is still active in many key industries, and recently this has been once again confirmed (if there still was any need), when the Government chose to reclaim a part of the share capital of the Mangalia Shipyard in order to ensure a controlling majority, but entrusted the management and running of operations to a strategic investor who took over the shipyard from its previous owner, a South Korean company. Paul Buta, PhD, Musat si Asociatii argues that: “the Romanian Competition Council is, and has constantly been for the last years, very active in pursuing both vertical and horizontal agreements and, albeit to a lesser extent, abusive practices. “We feel that, given the existing resources available to the Romanian authority, the level of enforcement has been quite high. Moreover, given the amount of time and effort required by the clearance of a merger versus the conducting of an investigation into a possible infringement of the competition law, we feel that overall the workload of the Competition Council has been relatively balanced in this respect” says Buta. “We don’t think that the Competition Council is losing sight of “hard-core” cases, says Luiza Bedros, Senior Associate at Noerr. “It could be that this is the current market structure. On the other hand, merger cases constantly show that the Romanian market is still very dynamic and attractive for investments, which can only be a positive factor.” Mihaela Ion, Partner, Popovici Nitu Stoica &Asociatii believes that: “any analysis of the RCC activity and role on the national market should not be made statically by simply comparing the number of decisions issued on antitrust vs merger pillar. This mainly as the RCC activity is

“The dominant role of state-owned companies has greatly diminished in the last decade in Romania, a normal consequence of the liberalization of the market and privatizations” not reflected only by the clearance or sanctioning decisions issued. In addition to the mergers and antitrust cases, as the distortion of competition in the market is not necessarily caused by illegal practices of undertakings in every case, sometimes potentially being the result from legal or administrative barriers set up by public authorities or state-owned companies. In order to avoid such problems or to diminish the frequency of their occurrence, the RCC is launching also sector inquires and making different recommendations for the private or/and public actors active on such markets being also involved in legislative proceedings. All these enable the RCC to monitor the markets and intervene if competition protection is threatened. “Regarding RCC’s market enquiries, we mention here the one with respect to surface water management or the exploitation of mineral water resources leading to the issue of recommendations such as the partial deregulation of this sector, public services of street lightening and water supply. Also, the RCC announced that in 2018, it will finalize its sector inquiry in the field of natural gas. Currently, the sector report regarding natural gas market is launched in public consultation. With respect to its intervention in legislative process, the RCC has issued several points of view with respect to the legislation regarding the public acquisition domain or the legislation to be adopted in the field of various public services, such as transportation or heat energy. The RCC has also issued two guides regarding

Georgeta Dinu, NNDKP

“The enforcement work against cartels is increasing as compared to the past years; so is the number of abuse of dominance investigations”

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the content of the act of granting the execution of the public services consisting in providing heat energy and local transportation services. Moreover, the RCC also focuses on sanctioning anticompetitive practices resulting from the action or passivity of public authorities based on article 8 of the Competition Act. As an example, in 2017, the RCC considered that one local authority has failed to take appropriate measures regarding the organization of a public tender for granting contract for providing public service for water supply and sewerage in the locality. The RCC has imposed through its decision the organization of a public tender. “With respect to the antitrust enforcement, RCC has an intense activity. For instance, in 2017, the fines applied by the RCC amounted to €27 million (with 60% more than in 2016) compared to the €909,756 collected from merger authorization fees. Identifying and sanctioning antitrust infringements remains on the top of RCC priorities,” says Mihaela Ion. She adds that: “both pillars of competition law enforcement (antirust vs merger) represent an important workload in the competition area. It may seem at first sight that RCC’s activity focuses on merger review cases only because investigations require a more in-depth analysis that may take up to 3-4 years, whereas in merger cases, the RCC renders a decision in approximately 2-4 months from the moment when the notification of the merger is declared effective. Also, some of RCC’s sanctioning decisions were not published yet on their website. In fact, only in 2017 (based on the public information available), the RCC launched 19 new investigations in almost all sectors of the economy, including sectors considered by the RCC of priority such as energy, medicines and financial services Compared to the last years, when potential vertical agreements were in the spotlight, in 2017 most of the cases under the scrutiny of the RCC concern potential cartels (11 out of the 19

Which Lawyer in Romania

Razvan Pele, Maravela&Asociatii

“The Romanian Government is still active in many key industries, recently confirmed, when the Government chose to reclaim a part of the share capital of the Magalia Shipyard” investigations). Also, turning on to the 18 finalized investigations, in 2017 most of them concerned horizontal anticompetitive agreements and 78% concerned key sectors (e.g. energy, public tenders and liberal professions)9. Part of the decisions issued concerned anticompetitive horizontal agreements in which professional associations and its members engaged especially in the field of liberal professions. For instance, the RCC sanctioned the Romanian Chambers of Financial Auditors for establishing a minimum fee for providing financial audit services10 and in a separate decision the Chamber of Notaries of Suceava county and its members for establishing and implementing minimum fees for notary services11. Not only has the RCC focused on cartels sanctioning, but also on a particular form of horizontal agreements: bid–rigging. Its interest in this particular area is explained by RCC in the decisions issued so far by: the potential savings in government spending, direct negative impact on taxpayers as in general prices will be higher for less quality, at the expense of taxpayers. As an example, in 2017, the RCC sanctioned a bid-rigging anticompetitive practice in the form of allocation of the market for the production and sale of meters and related equipment for the measurement of electricity within the public procurement procedures organized by

Competition

the operators of the electricity distribution networks in Romania12. In this case, the first time, the RCC sanctioned under article 5 of the Competition Act the contracting authority (i.e. Electrica) including it in the so called “cartel facilitator role” as its employees have facilitated the implementation of the cartel. As per the decision issued, Electrica’s employees have made non-transparent consultations with the parties involved, drafted the tender documentation in such a way as to benefit the infringing parties and even offered advice to the parties to give an appearance of legality to their behavior. In other words, the RCC is saying that the contracting authority was sanctioned because it acted as a channel of communication and facilitated the exchange of information (acting as a hub) between companies in order to share the market.” Raluca Vasilache, Partner at Tuca Zbarcea & Asociatii points out that:”while the Competition Council tries to focus more on cartel cases, extensive resources are still allocated to merger cases. Indeed, the analysis in merger cases and especially the amount of data requested from the parties is excessive and a more relaxed approach of mergers which do not raise serious concerns might allow the authority to focus more on cartel cases. “ The litigation record in 2017 shows the authority won the majority of the cases, as the Romanian courts confirm the Council’s sanctioning decisions. This could translate in the qualitative level of the analysis made by the authority in the launched investigations and imposed sanctions. The Council’s activity in the last two years comes only to confirm that the monitoring made by the competition authority in Romania is at a high level. The market perceives the Competition Council as one of the most active authorities, perception which is determined by its constantly strong track record. “We are generally underwhelmed by the qualitative level of the analysis made by the Competition Council in the vast majority of its cartel cases” says Adrian Ster, Partner at Wolf Theiss. “While its track record in court is not debatable, it must be put into perspective. As such, it bears mentioning that the Competition Council owns its ultimate success to the practice of the High Court of Cassation and Justice, but the number of cases lost in front of the Bucharest Court of Appeals, i.e. the first degree of jurisdiction, is on the rise.

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Furthermore, the courts often reduce the fines applied by the Competition Council” argues Ster. Catalin Suliman, Partner, PeliFilip notes that the investigation reports and analysis prepared by the Competition Council are more and more detailed and, in some cases, include an in-depth economic analysis. “The authority has a group of experienced specialists involved in complex cases in various markets. Even if there are still cases where the requirement to observe the standard of proof is debatable, the authority is involving a lot of efforts in properly documenting the cases. Another element to be considered is that the settlement processes had increased in the last period, thus resulting in less cases where the courts rendered decisions against the Competition Council” says Suliman. Georgeta Dinu, Partner and Head of Competition and State Aid, EU Law at NNDKP says: “that in the end, it is for the courts to check the legality of sanctioning decisions, and it will be interesting to see how the rate of success will evolve in the next years. “On the other hand, we should bear in mind that the Competition Council always assesses success only by reference to maintaining the finding of a breach, while for companies, fine reductions may also be deemed as a successful outcome.” “First of all, looking at the sanctioning decisions issued by RCC and at the orders closing its investigations without

Raluca Vasilache, Tuca Zbarcea & Asociatii

“While the Competition Council tries to focus more on cartel cases, extensive resources are still allocated to merger cases”

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Which Lawyer in Romania

Competition

Catalin Suliman, PeliFilip

“The settlement processes had increased in the last period, thus resulting in less cases where the courts rendered decisions against the Competition Council” sanctions, it results that there is no clear standard of proof required (in some cases RCC refers to the beyond any reasonable doubt standard while in others to the sufficient degree of certainty standard and a lack of consistency in antitrust RCC’s enforcement acts (e.g. setting up different legal conditions to be met for specific legal infringement in different decisions, defining “competitors” by using a double standard - while in most of the decisions referring to bid rigging cases, the competitors were defined by considers their capacity to fulfill conditions set up by the tender documents, in other decisions competitors are considered those that submit the documentation despite the lack of the companies of the possibility to objectively fulfill the tender conditions, in some cases the existence of previous agreements is not considered as a proof an infringement in other cases this is seen as a proof of infringement etc,” says Mihaela Ion, Partner, Popovici Nitu Stoica &Asociatii. Almost all the files brought in courts against RCC’s decisions highlight inter alia all the above mentioned. Paul Buta, Partner at Musat si Asociatii argues that: “we don’t necessarily see a link between the results of the claims challenging the authority’s decisions in court so far and the quality of the analysis in the launched investigations. Each claim is unique and its success depends on the particular facts and arguments made in each case. While we agree that the qualitative level of the analyses conducted by the Competition Council is higher than that of any other administrative authority in Romania, the fact that most decisions are confirmed in court (in the sense that a complete annulment of the decision is rare, reductions of the fine being more common) is also a result of the legal framework itself, which is interpreted as limiting annulment of decisions to those limitative cases where serious and evident breaches of rights have occurred. In this sense, we believe that, given the complexity of competition cases,

dedicated panels of specialized judges, who could be given more adequate resources of time and funding, would yield a more comprehensive review of this type of decisions and ultimately contribute to a solid development of competition law in Romania. “ “In almost all cases, clients challenge the Council’s decision in court, invoking mostly the standard of proof says Raluca Vasilache, Partner at Tuca Zbarcea & Asociatii. She adds that there are files which, in the eyes of a lawyer, lack substantiality but since the courts confirm its analysis, the Council is more confident with its judgement and has no interest in improving the standard of proof.” “We have indeed noticed a significant improvement over the last years, fact that has been confirmed also by the courts” says Luiza Bedros, Senior Associate at Noerr. “It is known that the authority pays special attention to training programs, improvement of technological equipment and, overall, the quality of its employees and related work. This is the normality any Romanian authority should seek for.” The Competition Council’s record of won litigation cases is impressive, indeed. One of the reasons is that the quality of the work done by the Council steadily increases and continues to grow stronger, naturally posing interesting challenges on the defense side. “Nonetheless, says Razvan Pele, Partner, Maravela&Asociatii, antitrust litigation is complex and requires a high degree of in-depth analysis by the judges, who generally tend to rely on the assessment of the competition authority,

in particular where economic aspects are concerned. From this perspective, specialized competition divisions within courts or specialized panels would be a much needed breakthrough in antitrust litigation in Romania.” The qualitative level of analysis made by the authority is not always bulletproof. However, most of the potential litigations do not reach the courts due to the incentives and reduced fines offered to companies for entering into settlement agreements with the authority. “It is no surprise companies and lawyers often consider the competition authority’s analysis in investigations should have been more substantiated, and this is not necessarily specific to the Romanian Competition Council. You will see similar critics towards the European Commission or other competition authorities “, says Serban Suchea, Partner, Mitel&Asociatii. Prevention is essential in competition law, taking into account both the variety of infringements and the large range of employees which may drag the company into an anticompetitive agreement. Compliance programs have increased in importance, and lawyers noted that companies are better prepared in the field of competition law rules and infringements are largely prevented when individuals and companies are aware of the rules. Competition compliance audits and trainings are now part lawyers’ daily work as they minimize the risks arising out of competition issues. More succinctly put, compliance has to become an important part of the company culture as lawyers pointed out. As a result of the intense activity of the RCC and considering the significant fines it applied, companies have become more and more aware of the risks of noncompliance with competition rules. “This growth in the level of awareness may be noticed in particular at medium and big companies and especially those active in industries considered as a priority for

Rusandra Sandu, Noerr

“As the activities of our clients are getting more and more sophisticated, there are new ways to use technology in business and thus related implications”

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Which Lawyer in Romania

the RCC (pharmaceutical industry, food retail industry, banking sector). Therefore, such companies invest constantly in understanding the legal framework and implementing compliance programs,” says Mihaela Ion, Partner, Popovici Nitu Stoica &Asociatii. Following the issuance of the Guide and RCC’s competition advocacy action, the awareness of competition legislation and the risks of non-compliance will also grow among smaller companies. Rusandra Sandu, Partner, Head of Corporate/M&A and Competition Department at Noerr says that: “this was a trend seen on the market more than five years ago. Now we are in a state of refining the policies, as the activities of our clients are getting more and more sophisticated, there are new ways to use technology in business and thus related implications. The compliance programs are evolving alongside the markets.” “Companies of all sizes, irrespective of the economical sector in which they are active, become more aware of the potential competition risks, in no small part due to the Compliance Guide issued by the Competition Council. We have seen a significant increase in the requests for assistance aimed at the drafting and implementation of such programs, concerning both clients who request the implementation of a compliance program for the first time and clients who already had a compliance program in place but wanted to update it in a manner that would ensure that it fulfills criteria identified by the Competition Council in the Guide says Adrian Ster, Partner – Wolf Theiss. He adds: “The major difference between the compliance programs implemented after the introduction of the Guide and the ones previously implemented is the carrying out of the risk analysis tailored to the company profile, a genuine ex ante due diligence exercise aimed at identifying the potential competitive risks that may arise in the company’s business and which represents the basis for all subsequent measures in the compliance program. Implementation of each compliance program includes customized information and training sessions based on their recipients - management, sales teams, etc. – and this requires, most of all, a significant time commitment on behalf of the client, who has to ensure that all its employees receive the necessary training. “ The companies are therefore very interested in implementing effective competition

Competition

Raluca Voinescu, Bondoc si Asociatii

“There is an increased awareness in Romanian companies, to seek competition law advice, invest in compliance programs and training the staff in this respect” compliance programs enabling them to prevent both reputational and/or financial damage. As the Competition Council has published in 2017 specific guidelines on requirements of an effective competition law compliance program, companies will have a clearer path for tailoring their internal program by considering CC’s recommendations. “ Companies become more and more aware of the risks of non-compliance and this is reflected by an increase in compliance efforts says Georgeta Dinu, Partner and Head of Competition and State Aid, EU Law at NNDKP. The specificity of competition compliance is the need for continuous and consistent work, given both the complexity in interpreting competition law through the tens of years of EU relevant case law and the diversity of business conducts which need to be scrutinized,”she adds. “Our experience over the past couple of years indicates an increased level of awareness says Georgiana Badescu, partner at Schoenherr Bucharest, EU & competition. This likely comes in the context of a very active competition authority, with numerous fines resulting in media headlines. Against this background, we have seen a development of requests for recurrent dedicated trainings or competition advice “ex ante” (before actually signing a potentially problematic agreement or going to a meeting potentially attended by a competitor, for example). In a nutshell, I would say

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that companies started investing more in competition law advice.” Raluca Vasilache, Partner at Tuca Zbarcea & Asociatii reaffirms the need for firms to invest more in training employees and customizing/improving their internal compliance programs. “Unfortunately, says Vasilache, we cannot say that most of the employees are educated in the competition field. A higher degree of education is evident in companies which were fined or at least investigated by the Competition Council. In day to day activity, employees are more focused on doing business and less on implementing the complaint conduct they were taught during competition training programs.” Raluca Voinescu Bondoc si Asociatii observed an increased awareness on the part of Romanian companies, to seek competition law advice, invest in compliance programs and training the staff in this respect. “This seems to be a consequence not only of the high fines which have been and can be imposed by the competition authority but also of the active enforcement policy of the Competition Council and also reputational risks triggered by antitrust investigations and sanctions. “ Razvan Pele, Partner, Maravela&Asociatii says that: “in recent years, compliance has been a focus of many of the businesses that we have been in contact with. Antitrust fines are significant and are calculated against the turnover and not merely against profits, which is a major deterrent. Therefore, more and more businesses from diverse fields are allocating higher attention to the tailoring of specific programs and to ensuring behavioral compliance overall. We have seen an increased request in tailored compliance programs and dedicated personnel trainings.” Paul Buta, partner at Musat si Asociatii argues that: “the active stance of the Romanian competition authority has alerted most of the large undertakings on the market on the dangers of infringing competition law. However, companies taking a pragmatic (albeit risky) stand sometimes prefer to keep investment in compliance to a strict minimum necessary to obtain the effects of the mitigating circumstance provided by law. One important factor often ignored by firms is the fact that an anticompetitive practice started sometimes in the past may continue, if undetected, for a long period of time thus attracting significantly higher fines when found by the Competition authority.”

Which Lawyer in Romania

Competition

Which are your 2018 predictions in Competition? GEORGETA DINU - PARTNER AND HEAD OF COMPETITION AND STATE AID, EU LAW, NNDKP 2018 announces to be a very busy year, with the Competition Council continuing to increase its focus on finding and sanctioning agreements between competitors (cartels). Bid rigging will be targeted by a significant part of the investigations, especially since 2018 marks the start in the implementation of the Big Data system, which will allow a faster identification of cartels in public procurement procedures. Financial services, pharmaceutical, and energy remain priority sectors in terms of investigations. We can also expect more sector investigations, which often represent only the starting point of a future investigation targeted at certain companies/conducts. RUSANDRA SANDU - PARTNER, HEAD OF CORPORATE/M&A AND COMPETITION DEPARTMENT, NOERR A greater awareness and the improvement of the impact of the competition policy on key economic sectors. MIHAELA ION - PARTNER, POPOVICI NITU STOICA &ASOCIATII Cartels and bid-rigging at the top of the RCCâ&#x20AC;&#x2122;s agenda The RCC will continue its intense activity in the enforcement of anti-trust policy mainly focusing on finalizing cases in high priority economic sectors such as insurance, retail of food, natural gas transportation. Specifically, the RCC will continue to actively investigate and impose significant fines for cartels and bid-

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rigging violations, focusing in certain key sectors such as inter alia construction. This trend is common to all Eastern Europe countries where bid rigging has been on the radar of competition authorities. The efforts of the RCC with respect to cartel detection & sanctioning will be supported by an informatics tool, the socalled Big Data project which according to RCC will work as a tool for cartel screening. The project will support the RCC in its investigative activities by facilitating the identification of cartels in the field of public procurement (mainly through integration and analysis of big data volumes). The Big Data project will also facilitate the finalization of the internal digitalization of the RCC. We will also see an increase of leniency applications recognitions and the use of the Whistleblower platform. Due to RCCâ&#x20AC;&#x2122;s active advocacy concerning the benefits of the recognition and the leniency procedure leading to partial or total immunity, as well as the increase of the level of awareness of the risks of competition law violations, the number of recognitions and leniency applications has increased. As an example, in 2017, 25% of the companies investigated have recognized their participation in the anticompetitive practice under investigation. More complex merger cases The M&A activity in Romania has been continuously developing. Due to the dynamics of the M&A activity, in some sectors, there is now a bigger concentration ratio. Such concentration will directly impact the analysis conducted by the RCC of the merger cases, which will require a more complex economic assessment. We also expect a raise of the merger cases where commitments are necessary. For instance, in 2017, the RCC has issued four clearance decisions where parties submitted structural and behavioral commitments, compared to 2016 when the RCC issued only one clearance decision with commitments and to 2015, when no such decisions was issued. Expected decrease

Which Lawyer in Romania

of RCC’s decisions challenged and upheld in court During the past years, the number of RCC’s decisions upheld in court is constantly decreasing. This change is mainly due to the fact that the judges are accumulating more knowledge with respect to competition legislation and have started to pay more attention to assessing the proportionality of the fines imposed by the RCC and conduct an analysis on the merits and reassess the evidence provided by the parties and not only an analysis from a mere procedural perspective. In this context, in 2017, only 55% of the fines applied by the RCC were maintained by the Supreme Court. This represents an important evolution as in 2016, 81% of the fines confirmed in 2016 by the Supreme Court. Also, in light of the popularity of the recognition procedure whose benefits are lost in case the decision is challenged by the party, most probably the number of RCC’s decisions challenged in court will decrease. A timid private enforcement of competition law Even though the Directive on private enforcement was transposed into Romanian law through the ordinance no 39/2017, for the moment we do not expect a significant raise of private enforcement cases. However, with respect to followon actions, as the decision of the RCC acts as proof of the existence of an infringement, we are expecting to slowly see parties launch such actions. Such cases will also increase the need of economic experts in order to determine the amount of the damages generated by the anticompetitive behaviors. GEORGIANA BADESCU – PARTNER, SCHOENHERR BUCHAREST, EU & COMPETITION “In our view, several sectors will continue being on the radar of the competition authority, also in the context of pending sector inquiries or even investigations for potential breaches of competition rules. To the end of the year, we reasonably expect several investigations to be finalized (tourism, retail, cinema or insurance) and at least preliminary conclusions of a couple of still pending sector inquiries (retail banking, cement) to be released for comments. We have also noticed a constant appetite of the authority for scrutinizing some key sectors, such as: construction (usually with suspicions of illegal arrangements in bids), food retail, e-commerce, pharma and financial services. The investigation methods tend to become more invasive, as seizure of harddisks and follow-up forensic at the authority’s headquarter are rather common nowadays, especially in large-scale investigations. This also comes in the context of the European Commission encouraging national competition authorities to become stronger and more efficient. Trade associations are also closely scrutinized and will most likely continue being on the radar of the Competition Council, as most of their large-scale investigations concern associations and their members. I would point out here that compliance programs are extremely important for trade associations also, as the latter are usually seen as a “hub” for the birth or facilitation of potential anticompetitive practices among members.”

Competition

RALUCA VASILACHE – PARTNER, TUCA ZBARCEA & ASOCIATII The Competition Council will finalize a few more investigations which involve a large number of companies, hence the end of 2018 will most likely bring fines of millions of euro. Other investigations will progress during 2018 and most probably the trend of applying for the admission of guilt procedure will continue. ADRIAN STER, PARTNER – WOLF THEISS These are our top 5 predictions for 2018: Following on the steps of 2017, 2018 will see a similarly high number of antitrust investigations finalized, including investigations which have been going on for quite a few years, such as the investigation on the food retail market and in the insurance sector, with the number of newly launched investigations. Taking into account the high level of activity in the M&A sector, we expect to see more than 70 merger decisions in 2018, an extremely high number which would surpass the already-high number of 63 mergers in 2017. The Competition Council will increase its cooperation with other NCAs and the number of investigations / dawn raids carried out in cooperation with other competition authorities. After launching 4 and, respectively, 5 sector inquiries in 2016 and 2017, the Competition Council will not launch any more sector inquiries in 2018, opting to use its resources in dealing with the ongoing investigations, as well as launch new investigations. Following the latest decisions of the European Commission, we expect to see an increase in the number of complaints regarding alleged abuses of dominance. CATALIN SULIMAN - PARTNER, PELIFILIP The end of 2018 will be full of investigation reports as there are several major cases that are expected to be finalized. We expect some interesting legal battles with the authority and probably some important fines applied in key economic sectors. PAUL BUTA - PARTNER, MUSAT SI ASOCIATII For 2018 we expect an increase in the activity of the Competition Council, especially in sectors like energy, natural resources, and food retail. We are also looking forward to a conclusion on the discussions regarding the amendment of competition law and the implementation of the trade secrets Directive. SERBAN SUCHEA – PARTNER, MITEL&ASOCIATII We expect an increase in the number of investigations and the sectors covered by the Competition Council.

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Which Lawyer in Romania

Competition

Most representative projects BIRIS GORAN

Assisting Publicis Groupe in ongoing litigation related to a Romanian Competition Council fine for an alleged failure to notify and seek merger control clearance from the antitrust authority. The litigation involves complex aspects related to the method of calculation of the turnover of media buying agencies, the extent of estoppel as regards Competition Council decisions, defense rights and, more important, the flawed fines calculation method under the Romanian competition law. Ongoing assistance to Aon UK Limited and its Romanian insurance brokerage affiliate, Aon Romania, in a Competition Council investigation commenced in September 2017 on the aviation insurance market for alleged bid-rigging and price fixing. Advising LafargeHolcim, leading global construction materials manufacturer, in the Competition Council sectoral investigation of the construction materials market. Advising Viessmann, a world leading manufacturer of heating systems, in connection with a Competition Council investigation focused on vertical price fixing on the heating systems market, including the preparation of the reply to the statement of objections, representation at the hearing, as well as preparation of the annulment claim filed with the Bucharest Court of Appeals and the de novo appeal with the High Court of Cassation and Justice. Ongoing assistance to Profi on antitrust compliance matters ranging from market intelligence and dealing with dominant suppliers to pricing, promotions and exclusive partnerships. Handling antitrust compliance program, including comprehensive sets of guidelines and custom made trainings with key managers and legal team. Assistance in the context of Competition Council sectoral investigation on the food retail market. Specialist lawyer: Gelu Goran.

BOGARU & ASSOCIATES

Assisting a strategic investor in Romania regarding competition matters. Advising a French company in relation with the formation of a joint venture company in Romania with respect to legal formalities and obligations,

especially in connection with the application to the Competition Council in Romania.

CLIFFORD CHANCE BADEA

Advising an insurance company in relation to the ample ongoing investigation launched by the Competition Council on the insurance market. Advised one of the largest local meat processors, operating various lines of business on obtaining merger clearance for the acquisition of a local meat processing business. Advising BNP Paribas Leasing on obtaining merger clearance for the acquisition of the Romanian operations of IKB, a German-based group offering leasing solutions. Specialist lawyer: Diana Crangasu.

DENTONS EUROPE

Assisting Metro and Auchan in implementing the first ever joint acquisition project in Romania. Assisted a leading multinational healthcare provider with the restructuring of its business in Romania towards a distribution model. The approach devised by the law firm in Romania has been replicated by the client in other jurisdictions. Advised and successfully represented Auchan in obtaining the annulment of the â&#x201A;Ź5 million fine imposed by the Romanian Competition Council to Real Hypermarkets. Assisted a leading multinational hotel chain in assessing and implementing management agre ements and franchising agreements for the hotels operated under its brands in Romania. Assisted the client in securing two expedited merger clearances in order to meet a very strict transaction deadline. Specialist lawyer: Raul Mihu.

GRUIA DUFAUT LAW OFFICE

Advised several multinational companies during several investigations conducted by the Competition Council in their sector of activity. Assisted a multinational company active in the security market in relation to its obligations from the competition point of view in relation with the acquisition of more Romanian companies.

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Advised an important cosmetic producer in setting-up its distribution network in accordance with the competition laws. Assisted a French company in litigation on unfair competition before the Romanian courts. Specialist lawyers: Loredana Van de Waart, Cristina Bojica, Gabriela Popescu.

KINSTELLAR

Advised Penta Investments Group on obtaining the merger clearance from the Romanian Competition Council in relation to its acquisition of A&D Pharma Holdings NV. This represents a complex matter dealing with multiple relevant markets as A&D Pharma is a leading pharma group in Central and Eastern Europe and one of the most prominent players in pharma retail and distribution in Romania, with an annual turnover of more than â&#x201A;Ź1 billion. The matter has been awarded The largest transaction in the pharma sector in Romania by the local publication Ziarul Financiar, 2018. Advising MET Holding AG, one of the top energy trading companies in the region, in the take over and merger control proceedings involving RWE Energy, a top energy trader and supplier in Romania. Advising Generali on the Romanian competition law matters related to the creation of a bancassurance partnership with UniCredit. The matter involves a complex competition analysis across multiple relevant markets as the relation between the parties is set to cover several products and market segments. Advising BRD Asigurari de Viata on the investigation opened by the Competition Council on the insurance market in Romania. This is a high level case dealing with an alleged exchange of sensitive information through a professional organisation between competitors providing insurance services. Advised two top agriculture players, Agroind and Promat, on their joint venture partnership with Ameropa, including representation before the Competition Council, complex merger control notification process and related aspects. Specialist lawyers: Iustinian Captariu, Ioana Narosi, Theodora Stoica

Which Lawyer in Romania

MARAVELA&ASOCIATII

Retained by a major European retail chain, present in Romania for over 20 years, for the competition compliance assessment of its standard supply contract. The matter is important due to the complex market definition work as well as the ground-breaking assessment of certain contract terms in respect of which there are no precedents from relevant competition authorities. Assisting the client, leading producer of crackers and snacks, in preparing to sell its business. Legal assistance includes ensuring competition compliance throughout the due diligence process -including clean team, answering prospective purchasers’ questions on competition compliance as part of their due diligence, verification of merger control requirements. The matter is important due to its size and complexity trigger by a multi-bidder sale process. Representation and advice to a wireless electronics producer for the communications industry and electronic marine equipment concerning all aspects of the investigations initiated by the Romanian Competition Council against the client and several of its distributors for suspected anticcompetitive agreements breaching European Union and Romanian competition law. Retained by the client, major insurance company, in order to assess several contracts from a competition perspective, to identify red flags and antitrust breaches as well as to provide a competition action plan to be used in the overall strategy of an important dispute resolution matter. The matter is important due the finesse procedural and substantive assessment required to configure the strategy from a dispute resolution perspective - innovative thinking required outside the normal framework of competition law work. Assisting an important distributor of trailers and other specialized vehicles with regard to competition compliance audits on all major supplier agreements as well as the client’s distribution and after sales divisions, identifying and implementing requisite measures to ensure compliance where applicable. The matter is important due to the number of agreements reviewed and size of the counterparties, all leading trailer and special vehicles producers. Specialist lawyer: Alina Popescu.

Competition

MITEL&ASOCIATII

Advised the acquisition by Alexandrion Group of a Romanian Group of companies: Halewood Organic SRL, Halewood Romania SRL, Halewood Wines SRL, Vitis Murfatlar SRL, Cramele Halewood SA and Domeniile Halewood SRL, one of the main local wine producers. The work included filing for anti-trust clearance and representing the client in front of the Competition Council. Specialist lawyers: Serban Suchea

MUSAT & ASOCIATII SPARL

Assisting a German automobile manufacturer that designs, engineers, produces, markets and distributes luxury vehicles with a novel and innovative project regarding the functionalities for its cars. The project, which is confidential, involved an analysis of the possible risks and opportunities provided by competition law rules to implement the company’s commercial innovative strategy. Assisting Penta Investments, a major European investment fund, on the acquisition of the largest pharma distribution conglomerate in Romania - A&D Pharma – by means of Dr. Max, one of the biggest pharmacy chains in CEE owned by Penta. Penta Investments is a European investment fund incorporated in 1994, active in the health sector, financial services, production, retail, real estate development and mass-media. Assisted the client in the acquisition of the A&D Pharma pharmaceutical group, a Romanian based entity active in the wholesale and retail distribution of RX and OTC pharmaceutical products, food supplements and cosmetics, the food supplements production and in the provision of pharmaceutical services in several European countries. The competition component of the transaction implied assessment of the main distribution and supply agreements concluded by the A&D Pharma group companies, assessment of any other activity component involving competition law - not only vertical but also horizontal - implications and in complex merger control assessments of turnover and other eligibility conditions for the determination of the EU and / or national level notifications required to competition authorities. The challenge of merging the largest pharma

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distribution group in Romania with one of the largest pharmacy chains in Europe in the largest pharma transaction ever undertaken in Romania was uniquely well suited for our team. The law firm’s blend of deep understanding of the pharma industry and market and ability to investigate and strategize for competition risk have allowed to identify not only immediate risks but also potential risks and to map for the minimization thereof on the medium and long term. Assisting and representing Ecro, the main distributor of Landis+Gyr products in Romania, in the court challenge of the Competition Council’s decision finding that there has been an infringement of competition law on the market for electricity meters in Romania. The work consists in assisting the client in the litigation stemming from the decision and includes the drafting of procedural acts - claim, evidentiary requests, briefs etc. and representing the client in the proceedings before the Court of Appeals. The matter is highly important since it refers to one of the most controversial decisions ever issued by the Romanian Competition Council, given the type of theory of harm applied and the technical complexity of the markets analysed. Advising one of the largest retailers of FMGC in Romania, in respect of a possible major acquisition of a rival retail chain. The matter is highly sensitive and important due to the fact that market is very concentrated and the possibilities to expand are somewhat reduced for a player of client’s market strength. Careful competition law analysis is required in order to align commercial strategy with the desired outcome. The law firm has been retained by one of the largest manufacturers of plasma-based products worldwide to assist them with the new investigation l aunch e d by t h e Ro m anian Competition Council into alleged horizontal agreements. This matter is highly sensitive and important since the boycott alleged by the Competition Council is thought to have led to the death of several Romanian patients and has been the focus of media and political talks throughout the year 2018. Specialist lawyers: Paul George Buta, Manuela Lupeanu, Diana Gruiescu, Carmen Turcu, Gheorghe Musat, Monia Dobrescu, Razvan Stoicescu, Iulian Popescu,

Which Lawyer in Romania

Liviu Togan, Bogdan Mihai, Anca Vatasoiu, Dan Mionoiu, Mateea (Codreanu) Predescu, Adrian Danciu, Andrei Ormenean.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Challenge in court of the competition authority’s sanctioning decision in a food retail investigation, on behalf of six of the 25 companies sanctioned (two retailers and four suppliers). Assistance and representation of the largest pork company in the world in obtaining merger clearance from the Romanian Competition Authority regarding the acquisition of two of the largest meat processors in Romania. A s sistance and representation of a leading European group of independently managed investment, holding and advisory companies in obtaining merger clearance from the Romanian Competition Authority regarding the acquisition of a global leading manufacturer of highly engineered, precision fluid control solutions. Assistance and representation of a leading manufacturer and supplier of highly accurate, high quality, integrated metering and utilization solutions to the gas, electricity and water industries in the competition authority’s investigation regarding bid rigging on the market of production and sale of electricity meters and ancillary measuring equipment. Specialist lawyer: Georgeta Dinu.

NOERR

Counsel in establishing a joint venture together with the Romanian State in the defence sector, including merger control proceedings before the Competition Council and successful application for a derogation from the stand-still obligation, granting the parties the possibility to incorporate the joint venture before issuance of the merger clearance. Client a Military Technology Group. Continuous and comprehensive advice on competition law in relation to daily operations of the company including the implementation of its distribution system. Client: Stada/Hemofarm Group. Assistance for Fresenius Kabi regarding structuring the competition compliance programme, as well as providing regular updates on recent antitrust law development. As part of the implementation process of the local compliance programme, the law firm

Competition

has conducted antitrust compliance and dawn raid trainings to local team. Advised Bristol-Myers Squibb on all relevant competition issues with respect to its business activities in Romania, including performance of competition compliance trainings. Counsel in obtaining the merger clearance for the acquisition of all the shares in Buse Gaz Romania, a key player on the Romanian industrial gases market and a direct competitor of Messer. Client: Messer Group Specialist lawyers: Rusandra Sandu, Luiza Bedros, Adrian Georgescu-Banc.

PACHIU&ATSSOCIATES

Assisted and represented several companies part of the largest advertising and public relations group in the world in complex litigations against the Romanian Competition Council in front of the High Court of Cassation and Justice. The clients have challenged in court a sanctioning decision of the competition authority for an alleged cartel between 10 of the most important media agencies on the Romanian market aimed at eliminating one of their competitors. Successfully represented a company active in the field of stem cell collection, processing and preser vation in submitting a complaint with the Romanian Competition Council against several maternities for exclusionary practices which limited competition on the relevant market and increased prices for the final consumer. Following the complaint, 5 medical centres and 2 stem cells banks have been fined and the authority has ordered the illegal practices to cease immediately. Specialist lawyers: Remus Ene, Adriana Dobre.

POPOVICI NITU STOICA SI ASOCIATII

Assisted Dedeman on the successful clearance by the Competition Council of the acquisition of Cemacon and Cemacon Real Estate. Advised a leasing company in the Competition Council investigation on the market of financial leasing and of the consumer credit from Romania. Assisted Olanesti Riviera in the Competition Council investigation in relation to an alleged abuse of dominant position. The investigation was closed with no fines applied to Olanesti. Advised Xella on the successful

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clearance by the Competition Council of the acquisition of Macon Group. Assisted a retail company in the Competition Council investigation in relation to the activity of the company in the Bucharest Airport. Specialist lawyers: Silviu Stoica, Mihaela Ion, Laura Ambrozie.

RADU SI ASOCIATII

Providing legal assistance to a Danish leading private equity company in relation to drafting a legal review report on the governmental grants State Aid, Support Schemes and EU Funding - received by a Danish group of production companies, with expertise in establishing and managing animal farms in Romania - the target company. Providing legal assistance to the Ministr y of Communications and Information Society in relation to the project “Establishing the framework for the development of e-governance tools” financed by the EU in relation to the identification of the legal provisions regulating public electronic services in Romania, as well as a review of these legal provisions for the purpose of identifying legislative gaps with respect to providing electronic public services for the identified life events in the National Strategy regarding the Digital Agenda for Romania 2020. The field of action I and the legislative, institutional, procedural and operational framework for the utilization of such e-governance tools. Providing legal assistance on behalf of European Bank for Reconstruction and Development - EBRD- to a local Romanian Municipality - Brasov, to the Intercommunit y Development Association for Transport and to the local public transport company with respect to the drafting of a public service contract for the management of the local public passenger transport services. Providing legal assistance on behalf of EBRD to a local Romanian Municipality - Iasi - and to the local public transport company with respect to the drafting of a public service contract for the management of the local public passenger transport services - e.g., legal advice with respect to the drafting of the aforementioned contract with the observance of both the national and the European legislation, including obtaining the approval of the Romanian Competition Council. Providing legal assistance to European

Which Lawyer in Romania

Investment Bank and Romanian National Agency for Public Procurement in relation to the reform and streamlining of the Romanian public procurement system, consisting in drafting the legislative package on the ex-ante control of public procurement procedures, necessary for the implementation of the National Procurement Strategy as well as for the fulfillment of the ex-ante conditionalities for the use of the EU structural funds. Specialist lawyers: Dragos Radu, Andrei Stefanovici.

RADULESCU SI ASOCIATII

Assisted the client in the merger control clearance of the acquisition of control over Frigotehnica, one of the most important Romanian providers of refrigeration solutions. Assist a client regarding all competitionlaw compliance matters, such as:the company’s internal compliance program; compliance audits regarding the company’s operations in Romania and Bulgaria; any day-to-day compliance matters. For over 15 years have been assisting the client in all competition matters as well as in the design and implementation of the company’s internal compliance program. The work with the client has included compliance trainings, drafting and revising internal compliance documents, the assessment of vertical agreements with partners, as well as advice on dayto-day competition matters. Assisted Markant AG in assessing competition-law and other legal risks regarding the company’s future business in Romania. We have worked exclusively in German. Specialist lawyers: Mihai Radulescu.

RTPR ALLEN & OVERY

Advising and representing Electrica in court proceedings in the first “facilitator” case in Romania to date in which the client was fined €2.3 million for allegedly facilitating a cartel between its meters suppliers.The case raises complex and novel legal issues, such as the applicability of the facilitator concept under Romanian law, the interplay between national and EU law, the liability of the company for the unauthorised deeds of deviating employee etc. Represents Maspex Romania -formerly Tymbark Maspex, part of Maspex Wadowice Group, one of the biggest companies in CEE in the segment of

Competition

food products and the market leader in the production of juices, nectars and soft drinks in Poland, Czech Republic and Slovakia and the main producer in Hungary, Romania and Bulgaria, in what is one of the most important antitrust cases in Romania. The case concerned antitrust litigation in the context of the annulment of a decision issued by the Competition Council in an investigation concerning the food retail sector. It resulted in fines of €35 million imposed on 25 companies, namely Metro, Real, Selgros, Mega Image and their suppliers. Our team successfully secured an exceptional result for our client by ensuring a full annulment of the decision on procedural grounds. Representing Arctic SA, part of Arcelik group, a world-leader in durable consumer goods industry with production, marketing and after-sales services all over the world and 10 brands serving products and services in more than 130 countries, in a litigation case against a decision by the Competition Council fining the company along other seven companies members of ROREC waste electrical and electronic equipment recycling association €10.8 million for an alleged cartel concerning price fixing and limitation of sales within buy-back campaigns organised by the association. Appointed by Groupama Asigurari to represent them in a complex antitrust investigation concerning a potential exchange of commercially sensitive information among the insurance companies in Romania. This is the first time the competition authority is looking into an exchange of information as a standalone infringement. The investigation is widely publicised as the total exposure of the companies in this investigation is very high. Instructed by Zenith Media, a leading communications agency in Romania fully owned by Publicis Groupe and part of ZenithOptimedia - one of the world’s leading global media services agencies with 250 offices in 74 markets and world’s largest media services group - to represent them in litigation proceedings against a decision by the Romanian Competition Council according to which Zenith, along with other media agencies, has been sanctioned for allegedly agreeing to exclude a competitor from the market. This is a highly complex case involving aspects such as merits, evidence, procedural matters and lack of constitutionality pleas. Specialist lawyers: Valentin Berea, Roxana Ionescu.

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SCHOENHERR & ASOCIATII

Assisted several clients in sector inquiries conducted by the Romanian Competition Council on various markets. Lead partner: Georgiana Badescu (partner, Bucharest; EU & competition) Schoenherr si Asociatii SCA assisted a series of insurance companies in investigations conducted by the Romanian Competition Council for potential breaches of the local and EU competition legislation. Successfully obtained the merger clearance from the Romanian/EU competition authorities necessary for the closing of a consistent number of M&A transactions on various markets. Provides general competition assistance to a series of clients active in various industries, with a focus on preventive measures aimed at ensuring compliance with the competition legislation. Services include running competition audits, delivering regular training programs for the clients’ teams, assessment of the companies’ contracts in view of competition legislation, reviewing internal regulations and policies, conducting mock dawn raids etc. Specialist lawyer: Georgiana Badescu.

STOICA & ASOCIATII

Assisting and representing a major company, Indesit, in the proceedings before the Competition Council and in annulment proceedings before the courts related to, inter alia, an alleged pricefixing cartel. It is for the first time when the Romanian Competition Council fined several undertakings, members of a collective association for collection and management of WEEE (waste of electric and electronic equipment), for allegedly fixing a discount in commercialization of new EEE products during buy-back campaigns and also, for an alleged control of commercialization of their products. Neither the European Commission, nor the European Court of Justice have issued to date decisions concerning anti-competitive behaviours related to this specific field of WEEE management. The lawyers have prepared the defence for the client, both in front of the Competition Council and in front of the Courts of law, by - including without limitation - preparing strategy, drafting claims, representing the client in front of the national competition authority and in front of the Court. Assisting and representing different local

Which Lawyer in Romania

IT, household appliances and electric tools product sellers and distributors, Gemini SP, Scop Computers, with respect to both the investigation of the Competition Council and the court claims regarding a potential anticompetitive agreement concluded by the entities involved in the waste management of electronic equipment. The Competition Council upheld the existence of an anticompetitive understating between the clients, consisting in the elaboration and implementation of a mechanism enabling the control of the selling of their products on the relevant product market. The law firm provided legal assistance and representation in front of the national courts in the judicial procedures pertaining to the suspension and cancellation of the sanctioning decision issued by the competition authority. Assisting and representing a major aluminum producer, Alro, with respect to the investigation carried out by the Competition Council and the European Commission regarding a state aid granted before the EU accession of Romania, as well as the existence of an anticompetitive understanding between the client and a major producer of electric energy. The investigation carried out by the European Commission ruled out the existence of an illegal state aid. The investigation conducted by the Romanian Competition Council found that the client was part of an understanding contrary to the competition law and inflicted a fine. The law firm is currently providing legal assistance and representation in front of the national courts in the judicial procedures pertaining to the suspension and cancellation of the sanctioning decision issued by the national competition authority. Assisting a major player on the market of oil and gas drilling services, Foraj Sonde SA Craiova, in an investigation conduc te d by the Romanian Competition Council concerning an alleged infringement of article 5 of Competition Law 21/1996 (horizontal agreement – hard core cartel). The investigation was launched following an application for leniency, filed by an undertaking. The law firm has been part of the team of lawyers who prepared for Foraj Sonde SA Craiova the statement of objections against the investigation report and orally presented the defence in the hearings in front of the Romanian Competition Council. No solution has

Competition

been issued by the national competition authority up to date. The lawyers from the law firm have prepared the defence for the client, by preparing strategy, drafting claims, representing the client in front of the national competition authority and in front of the court. Specialist lawyers:

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Advices EOS Credit Funding DAC in competition law related aspects, as part of Project Arena consisting in the sale of a non-performing, being in charge with preparing the file submitted to the competition Council in view of obtaining the clearance of the transaction. The project has been successfully completed and the transaction has been further implemented. Specialist lawyers: Laura Toncescu, Cristina Rosu, Alexandru Stanoiu.

TUCA ZBARCEA & ASOCIATII

Legal assistance in the acquisition by Vodafone Group Plc of Liberty Global’s operations in several European countries, including Romania for an enterprise value of €18.4 billion. The lawyers were part of a global scale legal team retained by Vodafone Group Plc for providing legal assistance on a very complex transaction aimed at acquiring Liberty Global’s operations in Germany, the Czech Republic, Hungary and Romania for an enterprise value of €18.4 billion. Vodafone Romania target was UPC Romania - local subsidiary of Liberty Global. Advising Carrefour Romania on all competition law issues deriving from Carrefour’s operations in Romania, including organising the competition law compliance and training program. Legal assistance for Coca-Cola HBC Romania in connection with various competition compliance control issues regarding its operations on the Romanian market. Assisting an UAE investment fund on the competition law aspects regarding its expansion on the local market by acquiring large farm operations in Romania, including conducting a thorough due diligence report on the lands and ongoing businesses of the target companies, as well as offered assistance in relation to the transaction documents. Specialist lawyer: Raluca Vasilache.

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WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Assisting NHR Agropartners in an antitrust investigation carried out by the Romanian Competition Council regarding an alleged anticompetitive agreement entered into by entities active on the market for agricultural machinery. The assistance provided so far concerned assisting the client during the particularly complex forensic procedure carried out at the Competition Council HQ. Completion date: Ongoing. Advising Ista Romania, a leading Romanian company active in the provision of heat allocation meters and ancillary services, in relation to the ongoing Romanian Competition Council investigation concerning the market for the sale of heat allocation meters and the market for ancillary services. The investigation concerns a possible marketsharing cartel between three market players, which are assumed to have agreed to concerted agreements and practices. Completion date: January 2018. Assisting a well-known company in the Petrochemical industry by carrying out an internal investigation into a potential exchange of commercially sensitive information. The investigation, initiated by an internal whistle-blower, member of the Ethics team, consisted of in-depth interviews with the relevant employees, forensic examination of emails and drafting of a findings report containing recommendations regarding risk mitigation. Completion date: Ongoing. Providing competition law assistance in relation to day to day activities of Henkel Romania, one of the main FMCG producers, including analyses regarding the competition compliance of its discount policy and its distribution agreements. Our work also includes the implementation of an extensive competition compliance program. Completion date: Ongoing. Assisting an important commercial bank based in Romania by carrying out an analysis of its internal syndication procedure aimed at identifying the specific aspects which could raise competition law concerns, recommending potential ways to mitigate the respective risks in order to ensure full compliance, as well as actually implementing these recommendations in the internal procedure. Completion date: Ongoing. Specialist lawyers: Adrian Ster. 

Which Lawyer in Romania

PPP

PPP & CONC ESSIONS LEGISL AT ION

AWA I T ED, RESH A PED A N D HOPEF U LLY F U NC T IONAL The Government adopted in May 2018 an emergency ordinance regulating the conclusion and implementation of the public-private partnership. According to the normative act, the public-private partnership aims at the realization or, as the case may be, the rehabilitation and/or extension of a good or property belonging to the patrimony of the public partner.

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Which Lawyer in Romania

he Ordinance also regulates the possibility of public-private partnerships and projects involving exclusively the operation of a public service. Among the main elements of publicprivate partnership is for at least five years of contractual relations, allowing private partner investment recovery and a reasonable profit, project financing, mainly from private funds and, where appropriate, by pooling of private funds with public funds or risk-sharing between the public partner and the private partner, depending on the ability of each contracting party to assess, manage and control a particular risk. In order to remove the legal ambiguity, the term of public - private partnership project with the public-private partnership contract was replaced in many provisions. After decades of promises to enact a functional legislation for PPP, lawyers comment on the current status of the law. “Although almost every actor on the Romanian market, whether public or private, agrees that PPP is an innovative policy tool for compensating the lack of know-how and dynamism in the traditional public service delivery, unfortunately we did not have the chance to asses successful stories and lessons that we have learnt from the implementation of PPP projects after 2010, so far because of the regulatory failing,” says Alina Bilan, Partner at ONV Law. “The Law no. 178/2010 regarding PPP and its methodological norms have never been applied, because it contravened with the public procurement European Directives and with the Treaty regarding the European Union where the selection of the private partner was concerned. In addition, some of its provisions were deemed as unconstitutional by the Constitutional Court of Romania in 2014,” added Bilan. “In 2016 the new law on PPP required some applications norms that should have been drafted by the Ministry of Finances, but that secondary regulation did not pass the project stage given the necessity to change some provisions of the main law. Without application rules and forbidding the public partner to participate with funds during the construction phase of the project (with the exemption of the European funds) the law was condemned to fail in its purpose and to further increase the lack of trust from the investors. The Law no. 233/2016 was extensively modified in December 2017 although the academic environment drew attention

PPP

Alina Bilan, ONV Law

“We did not have the chance to asses successful stories and lessons that we have learnt from the implementation of PPP projects after 2010, so far because of the regulatory failing”

to the fact that the amendments were not consistent with the PPP mechanism and the effect will be the inaptness of the law to work. And they were right. Finally, we have a new law since May 2018,“said Bilan. “It is well known that under the normative acts which have regulated the PPP projects so far, no project has been successfully implemented, “ argues Raluca Botea, Senior Associate, Coordinator Public Procurement & PPP Practice at Noerr. “The reasons which have determined this situation are complex and consist mainly in the inconsistency of the legislation, the failure of the public authorities to initiate attractive and bankable projects, the limitation of the public partner to provide guarantees. The former Law no. 233/2016 on public-private partnership brought hope to the business environment, being considered a modern and flexible legal tool and the start for a real possibility of implementing public private partnerships. Nevertheless, the radical amendment of this law in December 2017 and the lack of implementing rules determined the failure of this normative act which was, in the end, repealed and replaced by the Government Emergency Ordinance no. 39/2018, which constitutes the new regulatory framework for PPPs. Against this background, other legal constructions regulated by the Romanian legislation (such as concessions and public procurement) have been preferred lately, although these legal constructions cannot accommodate all the features of a PPP project. Nonetheless, when the Government adopted GEO no. 39/2018, it took into account to a great extent the proposals of the business environment and corrected most of the shortcomings of previous legislation,”added Raluca Botea. The PPP Laws adopted between 2010 - 2017 were not successful in practice due to various legal limitations. In fact, no PPP project was implemented during that period Irena Tudorie, Partner at

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Popovici Nitu Stoica & Asociatii says that: “the private investors engaging in the implementation of PPP structures were not encouraged at all as the PPP laws excluded any form of contribution by the public partner to project financing (including the option for the project company to access European financing) and created a system of rules and principles that did not give sufficient assurance and warranties that projects may be considered eligible for financing/ bankable.” „In general terms, the existence or absence of a PPP law at a certain point in time was not the cause for the lack of success of PPP projects in Romania,” argues Vlad Cercel, Partner at Tuca Zbarcea & Asociatii. „If the PPP law did not apply, then the general legislation on public procurement and concessions instead applied to PPP-structured projects. The lack of success of PPP projects in Romania was due rather to a lower degree of reception and incorporation of the concepts, structure and main features of PPP projects into the national and local public administration environment. Also, only a limited number of PPP projects were started throughout the years and they did not reach a successful completion due to lack of full support and willingness from all stakeholders.” Law 178/2010, although it was amended several times, was not very clear and its regulations were not complete and sufficient, therefore no public authority and/or investor took the risk to assume liability and costs of such procedure. Raluca Mihai, Partner at Voicu Filipescu says: “there was a major confusion between PPP and concession of works and services. Afterwards, the lawmaker tried to bring significant changes through Law 233/2016, also amended twice, but this law lacked methodological norms that could have helped public and private partners to apply it in projects. Both these laws stipulated anyway insufficient warranties/financing tools from the public partners that precluded private investors to agree entering such projects.”

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“Leaving aside some technical inconsistencies in the provisions of the former PPP laws and the complexity of the subject matter, not easy to be encapsulated in flexible still firm regulations so to protect the public interest, among the main reasons for the lack of success in major PPPs were the poor quality of the projects, making them unbankable, and the lack of a clear stream of powers and responsibilities at the level of various institutions and public authorities involved in the decision and implementation process,” says Elena Iacob, Partner, ZRP. After the enactment of the GEO no. 39/2018, where supposedly the Government took into account the proposals of the business environment and corrected most of the shortcomings of previous legislation, are there still flaws in the law? “In our view, the current legislation only addresses from a very general perspective the rules and principles applicable to PPPs, leaving broad gaps in the legal framework that cannot be supplemented by reference to other existing legal provisions. Moreover, the current legal framework has been adopted as a complete, stand-alone piece of law, without any other implementation norms to be further on adopted,” says Irena Tudorie, Partner, Popovici Nitu Stoica & Asociatii. She continues: “As a first example of a potential blocking gap in the implementation of the current legislation, we note that the mere reference to the public procurement, utilities and concessions legislation for the award of

Raluca Botea, Noerr

“Under the normative acts which have regulated the PPP projects so far, no project has been successfully implemented,”

PPP

Irena Tudorie, Popovici Nitu Stoica & Asociatii

“In the absence of any criteria in order to determine the nature of the PPP contract, the award procedure to be followed for concluding a PPP contract is subject to a high degree of interpretation” the PPP contract is not sufficient in order to determine the legal framework applicable for the award of a particular PPP. Thus, in the absence of any criteria in order to determine the nature of the PPP contract and without the clarifications provided by implementation norms, the award procedure to be followed for concluding a PPP contract is (at least) subject to a high degree of interpretation. Also, the current legal framework fails to clearly regulate the roles and responsibilities of the main public institutions to be involved in the implementation of PPPs. For example, in the case of strategic national interest projects, one of the main flaws of the current legislation is the lack of clarity concerning the right and methods available to National Commission for Prognosis and Strategy – which is the central unit for awarding the large PPP infrastructure projects - to cooperate or enter into a partnership with the other central or local authorities concerned by the PPP project – and in particular with the public partner which will be the direct owner and beneficiary of PPP asset - in purpose to prepare the grounding study and the documentation for awarding PPP strategic projects. Furthermore, the current legislation is not clearly correlated with the existing framework, thus leaving room for parallel requirements and potential significant practical issues. For example, it is required to clarify if a feasibility study - which is compulsory in case of any project financed with public funds - will be necessary to be prepared for the implementation of PPP projects, as well.” Vlad Cercel, Partner at Tuca Zbarcea & Asociatii says that: „albeit new, the current legislation on PPP, namely the Government Emergency Ordinance No. 39/2018, generally incorporates the main principles and concepts which were to be found in the previous legislation on publicprivate partnerships. However, various amendments aimed at increasing the flexibility for structuring PPP projects are also to be found. The current legislation

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on PPP should be seen as a step forward towards the implementation of successful PPP projects, subject to proper administrative measures. Notwithstanding this, one of the issues which may raise certain doubts as to its rationale is entrusting the National Commission for Strategy and Prognosis with the role of developing and implementing certain PPP projects agreed by the Government on behalf of the beneficiaries, given that the National Commission for Strategy and Prognosis is not a public body with relevant expertise in the PPP field.” “The current PPP legislation was a positive message for potential investors and financing bodies interested in such projects,” believes Andreea Sisman, Counsel at Clifford Chance Badea, thus considerably raising hopes of the business environment in the real possibility of implementing PPP projects in Romania. „Sustained efforts of the private and public sector throughout 2017 and the beginning of 2018 have led to the drafting of OUG 39/2018, which contains a series of positive aspects aimed at addressing issues of the previous Law 233/2016. Although the current legal framework can be improved further, we can no longer speak about flaws or obstacles in project implementation, since the principles and the necessary mechanisms found in today's legislation ensure that such a project may work. I believe that the most important thing now is for authorities that want to initiate such projects to start preparing them, while law amendments may be done further on, after gathering more experience from practice.” As always, the experience in practice and the development of projects will be the proof of a functional and attractive legislation, as Raluca Mihai, Partner at Voicu Filipescu pointed out: „the Romanian Government announced in June 2018 that it prepared eight strategic investment projects based on new PPP legislation, among which the construction of a national blood bank, of Bucharest South Airport, of two regional hospitals and

Legal Opinion

Public-Private Partnership: New Changes & New Hopes by Loredana van de WAART, Partner, GRUIA DUFAUT LAW OFFICE

The legislation governing Public-Private Partnerships (PPP) has just undergone further changes, aimed at creating the premises for an effective use of this mechanism in public investment projects having a major impact in the economy. So far, public-private partnerships have been governed by several regulations, but all these mechanisms have failed notably because of the lack of guarantees/funding from the public partner. Thus, Government Emergency Ordinance no. 39/2018 on public-private partnerships, published in Official Journal no. 427 as from 18.05.2018, aims at eliminating the regulations that have been blocking PPP projects, in particular those concerning the partial funding of projects and the possibility for the public partner/another public entity to guarantee such projects. THE OBJECTIVE OF PPPS The purpose of the public-private partnership is the execution or/and rehabilitation and/or extension of one or more assets that will belong to the public partner and/or will be operated by a public service. Such partnerships may also be concluded for the provision of community services, as well as for activities in the field of sectoral acquisitions. This summer, the Romanian Government has published the list of strategic PPP projects to be elaborated and implemented by the Romanian authorities in the near future. For the moment, the explanatory memorandum has been approved only for one of these projects – the construction of the Ploiesti – Brasov highway. This partnership can take two forms, namely (i) the contractual public-private partnership (under a contract between the public partner and a new company, owned by the private partner) or (ii) the institutional public-private partnership (whereby a new company, owned by the public and private partner, is created). The law stipulates the main rights and obligations that the public-private partnership contract must provide. INITIATION, AWARD AND APPROVAL PPP projects will be initiated by the public partner, who is required to draw up an explanatory memorandum, in accordance with the provisions of the Ordinance. Public-private partnership contracts will be awarded in accordance with public procurement legislation (Laws no. 98, 99 or 100/2016), depending on the conclusions of the explanatory memorandum. These contracts must be approved by the Government (for projects implemented by the central public administration) or, as the case may be, by the Local/County Councils, for projects of the local public administration. The National Commission for Strategy and Prognosis will have a significant role in the implementation of strategic projects. Thus, in this case, the Commission will also bear the costs generated by the elaboration of the explanatory memorandum and the award procedure.

PROJECT FUNDING The new Ordinance provides several important clarifications regarding the project funding. Thus, the Ordinance stipulates the creation of a special fund for public-private partnership contracts, ensuring the resources needed for public-private partnership projects. In accordance with the Ordinance, this Fund will be established no later than one year from its entry into force. Moreover, the contribution of the public partner from financial resources other than non-repayable external funds and the national contribution for such funds will be limited to 25%. Attention! The new regulation extends the public partner’s possibility to contribute to the public-private partnership through payments made to the private partner or to the project-company or for investments, as the previous conditions have been eliminated; these conditions used to make projects non-fundable or poorly fundable (the old regulation provided the possibility for the public partner to undertake payment obligations only in the stages preliminary to the execution of the investment and only after the use of the private partners’ funds). Furthermore, the Ordinance stipulates the possibility for the public partner to supply guarantees to the contract funders, which are credit institutions or financial institutions. Overall conclusion: Compared to the old regulations, the new legislation is more flexible, more permissive and more adapted to the requirements for a successful implementation of such projects. It stipulates further guarantees to be paid by the public partner/ other public entities, aiming at making such projects more interesting for both private partners and funders. We hope that the authorities have the ability to launch and manage them and to secure the funds necessary for their implementation as quickly as possible.

Which Lawyer in Romania

of a factory for construction of electric transportation means. It will be seen soon in practice if the new PPP legislation is really operational.” The new legal framework is still incomplete at this moment in respect of the strategic projects considers Elena Iacob, Partner, ZRP. „The new law appoints the National Commission for Strategy and Prognosis as implementation authority for strategic projects and a Government Decision was adopted to approve a list of strategic projects to be prepared and allocated in public-private partnership by the National Commission for Strategy and Prognosis. However, the law approving the new framework of the National Commission for Strategy and Prognosis was just published in the Official Gazette, entering into force on 5 August 2018 and such authority will now proceed with staffing and taking on its new role. The primary legislation is quite recent, untested and the secondary regulations are still subject to fine-tuning and further development by way of guidelines or tertiary norms to allow proper implementation. It takes two to tango, so naturally, the question is if the state really wants to encourage the development of PPP? What can be done to help the development of public works and make them more attractive for private companies? "Through this emergency ordinance, we want to eliminate the blockages, but also to increase our investment capacity in Romania. There has never been a law of successful public-private partnership in Romania, which is first of all an unblocking of legislation, it is about compressing the contract award terms based on a substantiation study that selects private partners, "said Prime Minister Dancila. For local government, all ex-ante opinions will be removed, Dancila also states. In addition, a one-year deadline will be set for the creation of a special fund for the financing of public-private partnership contracts at national level. “At least at declaratory level the representatives of Romanian Government seem to be determined to develop and use PPP as a stimulating strategic tool for private investments increase. Romanian Government already approved 13 strategic projects which are intended to be implemented as soon as possible under the new PPP legal framework,” says Irena Tudorie, Partner at Popovici Nitu Stoica & Asociatii. „In order to be more attractive for private companies and to stimulate a real development of public works, the

PPP

Vlad Cercel, Tuca Zbarcea & Asociatii

“A limited number of PPP projects were started throughout the years and they did not reach a successful completion due to lack of full support and willingness from all stakeholders”

PPP framework has to be a flexible mechanism, implemented by experts in public procurement, capable to overcome any blockage, to award the PPP contract within the optimal term possible and to achieve the financial closing,”she added. „I consider that the Romanian Government wants the development of PPP but did not fight enough for this until now,”says Raluca Mihai, Partner at Voicu Filipescu. „A move forward to this development is now drafting of a substantiation study for the construction of Bucharest-PloiestiBrasov highway, based on the provisions of new GEO 39/2018. It should be continued with the same approach, with the courage of preparing substantiation studies that can justify applicability of GEO 39/2018 and by calculating feasibility of applying PPP legislative framework from an economical point of views (costs and liability for the public partner),”she added. Recently, the Government published a list with the main intended PPP projects that constitutes a priority for them. Therefore at least at a declarative level it seems that the state finally realized that some

Raluca Mihai, Voicu Filipescu

“It will be seen soon in practice if the new PPP legislation is really operational,”

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projects will never be implemented if the private sector expertise and funding are not involved. What we do not know now is the type of commitment in terms of time, resources and cooperation they are willing to make. Alina Bilan, Partner at ONV Law believes that: “in order to implement public projects using the PPP mechanism, a stable, predictable and strong institutional framework has to exist already, which should be in line with the country’s specific development and strategies. Furthermore, there has to be a complete awareness of the fact that a PPP project needs to be carefully prepared, by a team of specialists, within a sufficient time given for the elaboration of the project’s structure. Furthermore, one of the most important facts is that the government must assure an underlying investment climate and a clear, transparent and predictable regulatory regime. “The public sector must understand that a weak institutional capacity and PPP strategy, unrealistic revenue and cost estimations, and the lack of thorough financial and economic analysis are the main reasons a PPP project is most likely to fail and that they must learn from the other countries’ mistakes,” adds Bilan. “The current PPP law is, according to its preamble, grounded in the first place on the need to achieve the objectives of the Government Program 2018-2020 as approved by the Parliament Decision no. 1/2018. As such, the implementation under PPP schemes of large infrastructure projects such as highways or major medical facilities appears to be a priority of the government. It is expected that until end of 2018 up to 20 projects of national importance to be announced and launched for bidding. As such, it appears that there is a current commitment to pursue this course in relation to major projects,” argues Elena Iacob, Partner, ZRP. „In their turn, the most active business associations offered their constant support to the improvement of the relevant legislative framework, providing comments

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from the perspective of potential private partners or specialized consultants on the draft laws and norms in the public consultation process,”said Elena Iacob. While the new PPP law represents a legislative improvement when compared to the previous legislation, the law merely highlights the principles and general mechanisms of PPP. What is needed in order to make it work effectively? “We have always stated that the PPP Law should only regulate the functioning principles, not the technical details of projects,” says Andreea Sisman, Counsel at Clifford Chance Badea. “Given the lack of PPP experience in Romania (very few projects have been launched and, in reality, not one large PPP project has been successfully implemented), the risk of excessively regulating primary legislation is that it may impose useless limitations in the project structuring and the implementation. Moreover, at an international level and in countries with a solid PPP track record, there is no primary legislation that stipulates such a standardization of projects; there are, of course, models for contract agreements, but not a detailed primary legislation. These complex projects usually require investments worth hundreds of millions or billions of euro, months or even years for preparation and contracting, as well as the contribution of various professionals with years of relevant experience. „Besides the legal framework, there are other elements relevant for a successful project: the drafting of the preparation and contracting documentation; the selection procedure chosen by the contracting authority (a strategic error at this point may affect a good project, if it has been poorly marketed, thus failing to attract the right investors in the pre-selection stage); the project's capacity to attract private financing; the structuring of the project's financial model; the support the state will provide to the private investor; the model of the PPP contract; the Contracting Authority's capacity to implement and monitor the project after contracting, etc. Public authorities and consultants need to consider successful models of other European states and borrow from their best practices,” says Sisman. “Even considering that the legislative framework will be completed in the near future, there are more obstacles to overcome in order to create and implement successful projects. There is a tremendous need to develop the institutional capacity and employ competent staff at the level of the

PPP

Andreea Sisman, Clifford Chance Badea

“Although the current legal framework can be improved further, we can no longer speak about flaws or obstacles in project implementation”

contracting authorities, be it central or local ones, as a prerequisite for any works in such complex projects. The public authorities should be able to identify priorities, select skilled consultants and experts for designing the project and preparing adequate feasibility studies, decide on the proper structure, if any, and then monitor and adjust the project during long periods of time. Such tasks may only be achieved with trained and knowledgeable staff and advisors, disposing of necessary financial and technical resources for doing the job,” says Elena Iacob, Partner, ZRP. A series of projects under the form of concession of works and services have been implemented in Romania. However, the pace and the success rate of the projects are still under the level of the ones implemented in other European Union states. Are these types of projects still of interest? „Concessions of works and services are still of interest and from the list of implemented projects until now such concessions seem to represent the largest part. There is not sufficient transparency on the past projects to make a pertinent assessment on the pace and success rate but it is expected to have a continuing interest mainly in the utilities and health area,” says Iacob. Vlad Cercel, Partner at Tuca Zbarcea & Asociatii agrees that: “the new PPP law is indeed an improvement if we are to compare it with the previous legislation. In addition to the primary legislation, the implementation norms are still to be enacted and they should offer the necessary guidance to the public authorities, private partners and potential lenders when structuring and implementing PPP projects. However, what is more important than having a legislation addressing in detail the matters which are relevant for PPP projects is to have a legislation which, even if it does not set out all the necessary details, still offers adequate flexibility in the implementation of such projects, without providing unnecessary impediments or

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restrictions when structuring PPP projects.” “In order to make the new PPP law to work effectively it is necessary to have a clear legal framework, on a hand, and sufficient guidelines and instructions of application for all procedural stages – which are currently missing - on another hand” says Irena Tudorie, Partner at Popovici Nitu Stoica & Asociatii. “As already stated above, the legal framework should be amended as to clearly define the role and responsibilities of the public institutions involved, the correlation to the existing legal framework in what concerns regulated award procedures and implementation of public projects, as well as to provide detailed implementation rules for every stage of the PPP award and implementation process,” she added. Which are the measures that could be taken in order to achieve the goals of developing public-private partnership projects at a faster pace? “The development of PPP projects would first require a sound preparation of the initial stages of the project," argues Vlad Cercel, Partner at Tuca Zbarcea & Asociatii. “Due attention should be given to the preparatory activities, for instance the feasibility study or the substantiation study, which, once completed, even in a longer period of time, would create the premises for a smooth implementation of the project. Expectations as to the pace of implementation should be properly calibrated, as, typically, the implementation of PPP projects lasts longer than the implementation of regular procurement projects. Also, permanent focus should be kept on the status and manner of implementation of the activities of the project and significant internal and external resources should be involved. Last but not least, attention should be given to achieving a balanced risk sharing structure between the private sector and the public sector, instead of placing all risks onto the private sector, which would certainly increase the costs of the project or render the successful implementation of the project simply not achievable,” he said.

Legal Opinion

HOW TO A PPROAC H A PU BLIC PROC U REM EN T C L A IM Public procurement procedures GDPR: Good to know if you want to make a public procurement claim

Public procurement comes with the inherent risk that your bid is not selected as winner. It can be that your bid is accepted but is only ranked second or third, or the bid is rejected as noncompliant or unacceptable. In case you feel that you want to claim against the decision of the contracting authority, there are certain aspects that should be considered, to increase your chances to succeed. Below we captured some of them: i. Very short terms: time is of essence in public procurement claims. The term for submitting a claim is very short: 5 or 10 days after becoming aware of the decision you want to claim against, depending on the estimated value of the procedure, i.e. below or above the EU thresholds. In case of lots, the reference value is for the entire procurement, not only for the specific lot you have applied for. So, if you only have 5 days to claim and it takes you 3 days to reflect, the remaining 2 might be on the tight side. Filing a claim means finding arguments, digging for evidence, drafting, preparing annexes, paying the bail (details below) and submitting. Even when 10 days are available, the related procedures have a higher complexity. Each day might make a difference. Pay attention to the applicable law

that governs your procurement, as the thresholds are different under the classic procurement and the utilities sector, i.e. Law 98/2016 vs. Law 99/2016. This means that for the same value you might have different deadlines for submission depending on the applicable law. You should therefore check which rules govern your procurement to determine the applicable terms. Equally important, the terms in public procurement are differently calculated than in an ordinary court procedure. For example, if you receive the contract award notice on 4th of September and you have only 5 days to challenge, the claim must be submitted latest on 9th of September (and not on 10th as in court proceedings), unless this falls in a legal holiday, when the term is extended until the following working day. ii. A starting point of the term is very important to avoid a rejection of the claim as belated. By law, the starting point is when you become aware of the decision of the contracting authority. A reference date would be the date when you receive the contract award notice, informing you that you were not awarded the contract. However, it might be that during the evaluation process, the contracting authority provides information on the partial results (interim results), i.e. on

admissibility, technical or financial assessments. If you are unhappy with any such partial result you should not wait for the final contract award notice but should already start counting the terms and submit a claim. This should be used not only when your bid is rejected, but also when another bid is admitted for the next stage and you have arguments against. Currently, the contracting authority has no longer the obligation to provide the interim results. Still in practice, some contracting authorities continue to do so. Therefore, if, for example, you believe that the bid of a competitor should be rejected, eg. based on exclusion cases, you should claim against that interim result accepting that bid and start calculating the term from the date you have received the interim result. This is because the definition of the acts of contracting authority that can be challenged against (provided under art. 3 para 1 letter a. of Law 101/2016, on claims in public procurement) was changed to include, along with legal deeds, also operations that produce or can produce legal effects, such as the interim result is. As such, asses every communication sent by the contracting authority and, if you have arguments against any of them, do not wait for the final result to claim.

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iii. A bail must be established in advance. Its value is 2% of the estimated value of the contract. Certain maximum limits are provided under Law 101/2016, of 35.000 / 220.000 RON. If you have a framework agreement, the reference value is the estimated value of the biggest subsequent contract to be awarded and not of the entire framework agreement. In case you decide to claim only in the second court (i.e. against a decision issued by the National Council for Solving Complaints, at the Court of Appeal), the value of the bail is reduced to 50%. As a rule, the bail should be paid in cash. It is recommendable to avoid letter of bank guarantee, as per the general civil procedure rules, the counter party should agree to this form. The prove of the bail must be submitted together with the claim. The bail can be recovered at the end of the claim procedure, i.e. after the solution is final. A specific request must be submitted in this respect, not earlier than 30 days after the solution is final. The bail can be lost, if the contracting authority asks (and proves) damages and the court admits such claim. Proving the damages might be difficult in practice however not impossible. iv. Structure the claim depending on your position. If your bid is rejected as noncompliant or unacceptable, you should firstly defend your bid, arguing why the decision is not lawful. Also, asses the ranking of your bid assuming it is accepted. If you are still to be ranked second or below, you should also add arguments against the winning bid. Similarly, if you are only ranked third or below, you should claim against all other bids that are above you, not only against the winner (otherwise the claim would be rejected as having no interest).

v. Ask access to the report of the procedure and the bids ranked above you. Claiming against other bids is usually more difficult than defending own bid, as the information on the other bids seems limited. A useful tool for finding arguments against other bids is the report of the procedure. If it is not provided together with the communication of the result, you are entitled to ask it and the contracting authority is under the obligation to provide you access to it in no more than one working day. Similarly, you can ask for information on the other bids. An important change recently occurred in the legislation, allowing a bidder to have free access to the qualification documents of the other bidders. For such documents, confidentiality should not be used as an argument to oppose to an access request. Financial and technical documents can only be accessed to the extent they are not protected as confidential or by an intellectual property right. It is, therefore, recommendable to ask access to the report of the procedure and the bids you want to claim against, as soon as possible after you decide to claim. It is equally important to remember, when you submit the bid, to mark as confidential all the elements of your technical and financial bid that need such a protection. Use same protection for the clarifications you send to the contracting authority during the evaluation process. vi. Make a careful analysis of all possible range of arguments. When you claim against other bids, the focus stays in finding arguments to demonstrate that the other bid is unacceptable and/ or non-compliant. To increase your chances to succeed, you should look to all aspects of the bid: qualification criteria, technical and financial parts. For the qualification criteria: the publicly available information should be checked to determine if the tender requirements

are met. For example, on the website of the bidder or of the relevant authorities, it can be checked is the authorizations are valid or relevant, if the obligations in other contracts were properly performed, etc. For the technical requirements: useful references can be obtained from the website of the relevant bidder or the public announcements it has made. For the financial bid: all the elements of the price should be assessed to determine if there are special components that might have not been properly or fully considered (eg translation costs, transportation costs etc). When you are to defend your own bid, arguments such as equal treatment, proportionality and active role of the contracting authority might prove of great held, along with the arguments deriving from your bid and the tender documents. vii. Pay attention to arguments against the tender documentation. You should refrain from claiming against the tender documentation, when you submit a claim against an award decision. For example, you should not ground your claim on arguments such as: the tender documents are not clear, contradictory provisions in technical specification, the object of the contract is not properly established. All such arguments will be rejected as belated. It is, therefore, recommendable to carefully and thoughtfully check the tender documentation immediately after its publication to determine if there are specific elements that are not properly provided. Equal attention should be paid to the contractual terms. If you find shortages in such documents, choose to immediately react by asking remedy thereof. Do not hope that the situation will solve later or will not affect you as eventually it might turn against your bid. Submitting a claim in a public procurement might prove challenging, however the more you acknowledge the rules and boundaries the more you can increase your chances to succeed.

Av. Carmen Stirbu

Which Lawyer in Romania

“The failure of PPP legislation in Romania is historical and refers to deficient approaches in the legislation in relation to aspects including appropriate guarantees for private investors and realistic risk sharing rules between the public and private partners. Corruption and the lack of reliability of the state often translated in an unexpected cessation of payments have been constantly observed and criticized by both foreign and local investors. In addition, the failure of major road and railway infrastructure projects has been constantly linked with insufficient performance of the authorities, incompetence, poor leadership and project management and bureaucracy. Consequently a more pragmatic approach of the legislation in these areas must be taken by new legislation with more inspiration from jurisdictions where this type of projects have a higher rate of success. Similarly appropriate training and selection based upon merit of public clerks involved in the management of these projects is a must,“ says Ligia Popescu, Partner at Wolf Theiss. „I believe the question should be rephrased – the goal should be to develop projects in the economic sectors which need them – transport infrastructure, healthcare, education – and public private partnership projects can be an efficient financing method to reach such goal, on a case by case basis,” says Andreea Sisman, Counsel, Clifford Chance Badea. If PPP proves to be the best method to develop

Sorin Mitel, Mitel & Asociatii

“It is difficult to convince banks and investors to take risks, respectively to propose investment terms acceptable to the Romanian State,”

PPP

projects in a particular economic sector, then the Government should first elaborate a strategy for that particular sector, prioritize the most important projects that it intends to develop and make a shortlist of projects to be developed in PPP and focus on such a limited number only. As mentioned above, PPP projects are very complex, they involve many actors and their preparation tends to last significantly more than procuring and awarding a traditional public procurement contract, therefore it is easy to lose focus if you concentrate in too many directions. Then, more important is the perseverance and consistency to lead the project to its successful closing (i.e. not to abandon it after it has been awarded to the successful investor or to withdraw it during the tendering process, as it happened in Romania in the past, as this leads to loss of confidence from the investors). Establishing a centralized authority with roles of monitoring PPP projects, which would gather good and bad experiences and would guide contracting authorities in their PPP pursuits, is also a very good and efficient method, proved by the experience of other European countries with good track record of PPPs,”added Sisman. Sorin Mitel, Senior Partner at Mitel & Asociatii believes that the lack of success of PPP projects has several causes, the main one being specifically the mistrust of investors/banking institutions in the viability of such major projects in Romania and the authorities’ ability to manage them, after the failure of all attempts in this respect so far. “It is difficult to convince banks and investors to take risks under these circumstances, respectively to propose investment terms acceptable to the Romanian State. There are also objective factors which have a negative impact, such as the constitutional inability to set up warranties over publicly owned assets, as they are defined by the Romanian law (which most of the times result/are involved in a PPP project), but the main obstacle at the moment is the one mentioned above, despite the successive improvement of the legal framework. As such, the only solution is for the public authorities to focus on realizing successful projects, be they minor, in accordance with their administrative capacity (although a major project would be preferable) and, to this end, a better reference to the financial conditions which can realistically be obtained (which might not be the best, considering the history

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Ligia Popescu, Wolf Theiss

“The failure of major road and railway infrastructure projects has been constantly linked with insufficient performance of the authorities,” of these projects, respectively of the perceived risk),” adds Sorin Mitel. Raluca Botea, Senior Associate and Coordinator Public Procurement and PPP Practice at Noerr says that: “GEO no. 39/2018 may not answer all the questions related to the implementation of PPPs however the changes brought by it have the potential to allow the contracting authorities to implement PPP projects in Romania. In the near future, the PPP projects will be developed only if the Romanian contracting authorities prove that they have the knowledge, the expertise and resources for initiating and developing this type of projects. Otherwise, the business sector and the financiers will be reluctant to approach this type of projects. “A coherent legislation and the release of attractive projects for the business environment create the premises for the successful development of this kind of projects in Romania,”she added. The benefits expected to be brought by the new legislation aimed at simplifying and clarifying the PPP procedures by allowing more flexibility, both to the contracting authorities and the economic operators are to be proved in practice. The long and troubled history of the PPP in a country in urgent need of materialized projects, and the enactment of appropriate legal framework governing PPP projects is highly anticipated by many investors that hope Romania can align to other European countries were PPP projects are successful for both private and public partners. 

Which Lawyer in Romania

PPP

Most representative projects BONDOC SI ASOCIATII

Represented WSP International Sweden in a contractual dispute on a consultancy agreement concluded and financed in accordance with European Investment Bank’s rules. The case raised jurisdictional and substantive issues in respect of procurement agreements concluded with Romanian public authorities. The case was finally settled on appeal proceedings by the final payment of the amounts due to the client by the authorities. Team coordinator: Represent WSP Romania in a public procurement contractual dispute with a contractor, in relation to a public procurement agreement terminated by the contracting authority soon after commencing performance, due to the insolvency of the leader of the consortium. The aim is to avoid expeditiously any liability of our client towards the authority and the other contractor. The case also raises complex jurisdictional and procedural issues, on the arbitral clause provided by the agreement and the insolvency status of the contractor Providing assistance for Johnson & Johnson on a wide range of aspects related to the potential participation of Johnson& Johnson Romania in a national tender for HIV products. The assistance included advice on legal provisions relevant for public tenders, the preparation and submission of tender-related documentation, public tender procedure as well as aspects related to competition law, relevant for public procurement. Assisted Sanofi Romania in the discussions with the Romanian Ministry of Health in connection with the performance of a public procurement contract for providing of vaccines for the Romanian distributors in the context of a shortage of available supply and potential contractual liability of the distributors/the client. The assistance concerned particular aspects of the public procurement legislation, on the rights of contracting authorities in public procurement agreements. Acting as legal counsels to MBS group in connection with numerous matters pertaining to MBS retention as winner of a procurement procedure in respect with the construction of a major sport facility in Bucharest. Specialist lawyer: Viorel Dinu, Simona Petrisor, Lucian Bondoc.

CLIFFORD CHANCE BADEA

Advised one of the largest construction companies in Europe and leader on the Romanian market, in connection with the public procurement procedure seeking the award of a railway infrastructure contract -

litigation. Represented Pfizer in relation to the claim of a pharmaceutical company concerning the Romanian Ministry of Health's public acquisition procedure of 13-valent pneumococcal conjugate vaccine – litigation. Specialist lawyers: Andreea Sisman,Vlad Peligrad,Simona Neagu, Adrian Rotaru.

GRUIA DUFAUT LAW OFFICE

Assisted a major telecommunications operator in connection with public procurement operations; Assisted a large auto spare parts supplier during public procurement proceedings. Provided legal assistance during judicial proceedings related to transport infrastructure contracts; Assisted an important player in the health sector in connection with public procurement procedures. Advised a water treatment engineering company during the tender for the construction of wastewater treatment plants, as well as during negotiations for the transfer of the public contracts. Specialist lawyers: Loredana Van De Waart, Teodora Koletsis, Cristina Bojica, Andra Paun.

IONESCU SI SAVA

Provided assistance and representation services to an important bus manufacturer during the public bid organized by Bucharest City Hall for the acquisition of 400 vehicles for public transport. The team has also assisted and represented the client before the National Council for Solving Complaints with regard to the complaint on the result of the public bid. Provided and continues to provide legal assistance and representation services to one of the district city halls of Bucharest in a file before the Bucharest Court of Appeal having as object the annulment of the decision of the City Hall, issued following the public bid, under which the plaintiff’s offer, a Romanian waste disposal supplier, was rejected due to lack of minimum experience of the supplier’s personnel. Specialist lawyers: Alina Neagu, George Ionescu.

KINSTELLAR

Advising an international export-import financing institution on a financing for the engineering, developing, building, commissioning and operation of hydroelectric power plants in Romania. Advising a leading fund manager specialising

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in emerging markets on the red flags to be taken into account in the finance documentation based on a lender due diligence process, as well as assisting with the structuring of the acquisition financing in relation to a company developing a project in the renewable energy sector. Advising an European IT service management company on several public procurement tenders and related proceedings concerning its services and hardware equipment. Advising a multinational pharmaceutical company on various areas of public procurement processes and related proceedings concerning the public health system in Romania. Regularly advising a leading global engineering group on various public procurement aspects in connection with public tenders in several sectors. Specialist lawyers: Bogdan Bibicu, Iustinian Captariu, Amalia De Ligenza.

SCA MITEL & ASOCIATII

Provided legal assistance and representation in an administrative and tax litigation regarding the annulment of documents ascertaining some irregularities during the performance of projects financed from European funds, issued by the Ministry of European Funds and the Energy Intermediate Body. Such legal assistance services involved technical aspects related to public procurement proceedings and the eligibility of expenses. The client: Rosiorii de Vede Municipality. Advised and represented Quality Business Solutions in a dispute related to the execution of a public procurement agreement, whereby significant amounts were claimed by a company alleging the statute of third-party contractor. Specialist lawyers: Sorin Mitel, Magda Dima.

MUSAT & ASOCIATII SPARL

Assisting and representing Copraag Entrepreneur, a Romanian company providing architectural and projection services, as well as rehabilitation works, in connection with procedural aspects during its participation to public procurement procedures organized by the Romanian Ministry of Defence through its military units, as well as in relation to various public procurement contracts and/ or consortium agreements or subcontracting agreements concluded by the latter with other economic operators in order to participate in public procurement procedures. Assisting and representing Ubitech Constructii, a Romanian company providing technical

Which Lawyer in Romania

services in connection with various contractual issues arising out of particular public procurement contracts concluded by the company with the Romanian Ministry of Defence, acting through its Military Unit 02523 Bucharest, subsequent to two different public procurement procedures organized by the latter for the acquisition of services for the elaboration of execution technical documentation. Assisting Delta Antrepriza de Constructii si Montaj 93 SA, an important local construction and engineering company, in relation to claims in excess of €1.5 million deriving from a FIDIC contract regarding a major project for the extension of water and sewage systems. Assist the client in relation to both the pre-litigation stage, where the expertise in procurement and regulatory matters pertaining to public acquisitions has actually shaped the position of the client and the arguments put forward to sustain such position, as well as in connection with arbitration proceedings before the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania. Also assisting the client in relation to complex litigations before the Romanian Courts deriving from contracts regarding works of national interest and complex public procurement procedures, as well as before the Court of Justice of the European Union in a preliminary reference procedure. Representing Dover Middle East LLC, an Omani company and subsidiary of the United States company, Dover Corporation, during the contestation proceedings of the result of the electronic auction performed as a last stage during a procurement procedure organized by OMV Petrom SA for the acquisition of continuous pumping irons, related accessories, installation and maintenance services, for a maximum estimated amount of approximately €13.5 million. Assisting and representing CFR, the Romanian National Railway Company, in a high-stake international commercial arbitration under the ICC Rules entailing over 15 separate claims and counterclaims in excess of €10 million and regarding a multitude of complex contractual and international law, public procurement law, civil law matters. The dispute arose in connection with one of the largest infrastructure project in Romania estimated at €829 million and financed by the European Investment Bank and the European Union regarding the rehabilitation of a major railway border line. Musat & Asociatii represents the Romanian National Railway Company as sole legal counsel in connection with all relevant aspects of the arbitration proceedings. Specialist lawyers: Iulian Popescu,

PPP

Bogdan-Petru Mihai, Ana-Maria Abrudan, Iuliana Iacob, Ramona Cirlig, Monia Dobrescu, Angela (Mare) Porumb, Ioana Cojocaru.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance and representation of the largest manufacturing company in Europe in the litigation proceedings phases in front of Bucharest Tribunal in relation to the challenge against the decision of the contracting authority to reject the client offer and to award the contract to a competitor. Assistance provided to an Austrian construction company in the public procurement procedure regarding the award of the contracts for the construction of the Bucharest ring road, including the challenge in front of National Council for Settlement of Disputes in Public Procurement Procedures (CNSC) or of the competent Courts of Law of the acts issued by the Contracting Authority in the respective procurement procedure. Assistance and representation of an Italian construction company in relation to its participation in a significant public procurement procedure for the rehabilitation of National Road 6 (NR6), as well as with respect to issues in the implementation of other public procurement contracts. Assistance to a pharmaceutical company in relation to two public procurement procedures organized by Romanian hospitals for the acquisition of immunosuppressive drugs in the treatment of multiple sclerosis, including the challenge of the decisions taken thereof in front of Bucharest Tribunal and Targu Mures Tribunal. Specialist lawyers: Adriana Gaspar, Adina Chilim-Dumitriu, Razvan Vlad.

ONV LAW

Advised one of the main players in the construction of large-scale infrastructures and civil/industrial constructions field worldwide regarding the interpretation and execution of a FIDIC Yellow Book contract concluded with the National Company for Road Infrastructure Administration, in relation with the Romanian legislation on public procurement and construction works, including the extent of the contract price agreed and payable, the regime of the interferences and the apportionment of liabilities in respect of archaeological findings. Represented Brasov County in the Drafting the legal aspects of the substantiation study for the concession/PPP of the International Airport Brasov-Ghimbav, the first international airport to be built in Romania in more than 40 years. Advising and representing a leading local firm, part of the Romanian Group

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for Road Safety, in a litigation against the National Company for Road Infrastructure Administration, through one of its regional subordinate units in Romania. The litigation is related to contract damages arising from the wrongful interpretation of the contracting authority of a legal provision that states that the price of the subcontracting agreements must be identical with the price bid by the winning tender. Successfully advised and represented a technical consultancy and supervisory domestic firm in a litigation against a regional operator of the water supply and sewage network from an important county in Romania. The litigation is related to contract termination and claims arising from the termination of a contract of technical assistance and supervision of FIDIC Contracts for design and execution of works. Court ruling was in part in favour of the client’s claim, deciding the restitution of 75% of the total amount claimed. Specialist lawyers: Alina Bilan, Sinziana Barbieru, Mihaela Nastase, Alexandra Dragan

PACHIU&ASSOCIATES

Assisted an important military industry company in a public private partnership also involving research and development. Assisting on public procurement of armored vehicles, military ships and military trucks having an aggregated value exceeding €3 billion. Represented a worldwide weapons producer in structuring and implementing public private partnerships and public procurement matters. Assisting a European group active in the defense, aerospace and security field, in various military procurements for command and control products and solutions for helicopters. Specialist lawyers: Laurentiu Pachiu, Radu Noslacan.

POPOVICI NITU STOICA SI ASOCIATII

Assisted an infrastructure company on the tender process, negotiation, implementation and/or performance of five public procurement contracts concerning works of rehabilitation of drainage systems, extension and modernisation of infrastructures, special earthworks, geomembrane waterproofing works, extension and modernisation of water and wastewater systems. Advised Swietelsky in connection with the award and/or performance of several public procurement contracts regarding railways and railway platforms; coverings rehabilitation works; rehabilitation of pedestrian tunnels. Assisted Siveco Romania on the tender process, negotiation, implementation and/ or performance of several public procurement

Which Lawyer in Romania

contracts concerning maintenance, extension and development of the informatic system of the Agency for Payments and Intervention in Agriculture (APIA); services for development and customization of e-learning modules and courses; support services for the SINS system; development of the registry of green spaces from Constanta Municipality. Advised an Austrian IT company on the implementation of the public procurement contract for the delivery of an integrated informatic system for the control of road traffic in Romania. Specialist lawyers: Irena Tudorie, Ramona Pentilescu, Alexandru Ambrozie, Dragos Zorin.

RADULESCU & MUSOI

Assisted the client in a project for the supervision of waste management in Vrancea county. Assisted the client in a project regarding the rehabilitation of Bucharest’s main sewage system (rehabilitation of cassette and drainage system). Assisted the client in a project regarding CL4 - Box Rehabilitation and own main drainage system on the left side of the Box, in the CiurelUnirii-Vitan areas, in Bucharest City - two lots. Assisted the client in a project regarding delegation by concession of the management operation of Boldesti-Scaieni Sorting Plant and of the Mechanical-Biological Treatment Plant Ploieşti for bio-degradable waste, Prahova county. Assisting the client regarding its joint ventures with several Romanian public hospitals such as Davila, Drobeta Turnu Severin and Caransebes - for medical laboratories. The hospitals provide the space and personnel for the laboratory, while Synlab provides all the equipment, know-how, operation, management, etc. Specialist lawyers: Carmen Banateanu, Mihai Radulescu.

RTPR ALLEN & OVERY

Advised EBRD in connection with the restructuring of the initial loan of €17.1 million granted to Apa Canal Sibiu SA, a regional company supplying water and wastewater services, in order to permit the use of loan savings for additional investments aimed at modernising and upgrading the water and wastewater services in Sibiu County. Advised EBRD in connection with the restructuring of the initial loan of €8.8 million granted to Compania de Utilitati Publice Dunarea Braila SA, a regional company supplying water and wastewater services, in order to permit the use of loan savings for additional investments aimed at modernising and upgrading the water and wastewater

PPP

services in Braila County. Advised EBRD on taking of security over revenues under solid waste concession contract entered into by the County of Arges for securing a €6.125 million loan made available to the County of Arges by EBRD, for the purpose of co-financing of the public procurement contracts for the development of the local infrastructure. Currently advising the Government of Moldova, the Moldovan local authorities and EBRD on implementing the first regional PPP of the water services in the Northern area of Republic of Moldova. Also advising on reviewing the PPP water services legislation of Republic of Moldova and advising on the best options for the project structuring. Specialist lawyers: Victor Padurari, Bianca Eremia, Ianita Tui.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Advised MC Mobility Consultants GmbH, a large Belgian transportation consultancy firm, in the implementation of various local public transport in Romania, projects in accordance with EU Regulation 1370/2007, supported by the European Investment Bank. The law firm provided comprehensive legal advice regarding public procurement rules in relation to major inland public transportation projects and advised on Civil Law and Administrative Law in relation to liability, public procurement, budgeting. Specialist lawyers: Victor Iancu, Mihail Petcu.

TUCA ZBARCEA & ASOCIATII

Legal assistance services to General Dynamics European Land Systems-Mowag GmbH for concluding the framework agreement and subsequent contracts having as scope the purchase of 227 pieces of 8x8 wheeled armored vehicles PIRANHA 5, with the Romanian Ministry of Defense. Legal assistance to a multinational company regarding an award procedure which is part of the project consisting of the construction of BRUA pipeline that will link Bulgaria, Romania, Hungary and Austria, and is part of the EU strategy for ensuring energy independence. Legal assistance to a Chinese group of companies in connection with the award procedure carried out for the design and build of the “Suspended Road Bridge over Danube in Braila Area”. Assistance to a multinational company on the public procurement law matters regarding works execution of a public acquisition contract in the railway sector, amounting to several hundreds of millions of Euros. Legal assistance to a Chinese company in connection with the award procedure carried

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out for Modernisation port infrastructure by increasing the depths of fairways and docks and enhancing the safety of navigation in the Port of Constanta. Specialist lawyers: Serban Paslaru, Vlad Cercel.

VLASCEANU ENE & PARTNERS

The law firm is assisting the leader of Black Sea offshore operation and maintenance services, in participating to the competitive dialogue tender organized by the largest oil&gas operator in SEE region for the provision of offshore operation and maintenance services under a joint venture. The mandate includes assistance throughout all phases and on all matters of the tender, analyzing risks/benefits from a business-commercial perspective, developing a business strategy, drafting and negotiating the joint venture agreement, setting up a special purpose vehicle and designing its joint functioning and decision-making mechanisms and obtaining the Competition Council’s clearance for the joint venture. The law firm assisted a renowned player in the oil&gas sector in participating to the negotiation awarding procedure organized by the largest oil & gas operator in the SEE region for surface and transportation services to onshore oil&gas installations. The mandate included assistance throughout all phases and on all matters of the tender, negotiation rounds with the contracting authority, the applicability advising on the applicability of TUPE law, reviewing the Framework Agreement and drafting proposals for amending thereof. The law firm is assisting a leading global provider specializing in the engineering, manufacture, sales and service of Electric Submersible Pump systems (ESP’s) in participating to the open tender organized by the largest oil & gas operator in the SEE region for electrical submersible pumps systems and related services for onshore and offshore oil&gas wells. The mandate includes assistance throughout all phases and on all matters of the tender, analyzing potential risks/benefits from a businesscommercial perspective, advising on the participation form (e.g. under a joint-venture, with subcontractors), advising on all technical aspects regarding the SEAP platform and assisting the client in dispute resolution proceedings against the contracting authority (e.g. drafting the complaint, discussions with SEAP representatives). The law firm assisted Stilo Evora, one of the largest environmental remediation company in Romania, in participating to a number of public procurement procedures organized by the largest oil & gas operator in the SEE

Which Lawyer in Romania

region and in managing its current contractual relationship with said operator. The mandate included assisting the client throughout all phases and on all matters of the tender (drafting notifications, clarification requests, reviewing documents to be submitted with the tender), analyzing potential risks/benefits of certain actions (e.g. the opportunity of filing clarification requests, prior notifications, appeal to the tender documentation/ procedure) from a business-commercial perspective, drafting letters to the contracting authority. Specialist Lawyers: Daniel Vlasceanu, Stefan Ene, Raluca Teodorescu.

VOICU FILIPESCU LAW FIRM

Assistance in a series of public procurement procedures organized by major Romanian energy companies, as well as in the complaints filed in front of the National Council for Solving Complaints (CNSC) and the litigation files pursued in front of the Romanian courts related to the said awards. The total value of the contracts exceeds €500 million over the past years. The team has succeeded to win in courts and won the project for its a market-leading supplier of products and services for the power generating industry in public procedures where the public contract was awarded to the client's competitors. There is only a small percent of cases where the contracting authority’s (or CNCS’s) decision is reversed by the court. The law firm also obtained a court decision which was a first of its kind in the public procurement field, as it obliged the contracting authority to sit at the table and negotiate a public procurement contract with the client. Assistance in the public procurement procedure organized by a Romanian stateowned gas company for pipeline construction works within a project involving several European countries. Rendered services included assessment of tender documentation and drafting proposals for change, review and assessment of clarifications posted on SEAP, perusal of the public procurement contract and assessment of the clauses towards provisions of the public procurement laws and client contractual policy, other relevant advice on the legal aspects of the tender. Assistance in two distinct public procurement procedures organized by a Romanian integrated oil company, the largest corporation in Romania and the largest oil and gas producer in Southeast Europe, for the award of a Supply of Chemical Products and Related Services contract and a Chemical Treatment Services contract; rendered services in each procedure included preparation of

PPP

the offer, including assessment of tender documentation and drafting proposals for clarification requests to be addressed to the contracting company, analyse of clarifications posted in SEAP, preparation and double check of ESPD form, other relevant advice on the legal aspects of the tender, prior notification to CNSC, analysis of contractual terms and preparation of a list of proposed contractual deviations to the standard framework agreement. Assistance in the public procurement procedure organized by a Romanian stateowned roads company for the design and construction of Timisoara Sud by-pass; rendered services included preparation of the offer to CNAIR tender, including assessment of tender documentation and drafting proposals for clarification requests to be addressed to CNAIR, drafting of documents regarding third party upholder, double check of DUAE form, draft of letter of bank guarantee for bid bond, analyze of clarifications posted in SEAP by CNAIR, other relevant advice on the legal aspects of the tender, including final check of the offer together with the client’s team. The advice was further followed by representation in front of CNSC - National Council for Solving Complaints in the complaint against the tender award result. Assistance and representation to the client in relation to filling a complaint against the tender award result organized by Cluj Technical University for supply of cleaning products. Rendered services included review of the tender documentation, drafting and representing the client in front of National Council for Solving Complaints and the relevant courts. Ongoing assistance and representation to this client in relation to multiple tenders organized by various public hospitals throughout Romania. Specialist lawyers: Marta Popa, Raluca Mihai.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Successfully represented in arbitration and court procedures, in all degrees of jurisdiction, a consortium composed of an Irish and a German company engaged in the performance of a public procurement contract for infrastructure. The claim initiated against the clients was in regard to alleged breach of contractual obligations and the recovery of certain amounts allegedly owed by the consortium. Although the arbitral tribunal first decided to rule in favour of the contracting authority, the law firm managed to reverse this decision in court and obtain a favourable decision for the client through an annulment

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claim resolved by the Bucharest Court of Appeal. Completion date: June 2018. Successfully defended Northstone (NI) Limited in first instance and appeal before the Tribunal and Court of Appeals in a complex claim exceeding €2.7 million filed by its Romanian partner under a joint-venture procurement agreement. The claim referred to material damages for an alleged failure to perform management services under the joint-venture as well as moral damages for alleged reputational damages incurred by the Romanian partner due to the filing by our client of an insolvency claim. Completion date: ongoing. Legal assistance and advice to FCC Environment Romwnia in relation to public procedures initiated by Arad County and Neamt County authorities with the purpose of awarding to private businesses the performance of public sanitation and waste management services through concession contracts. Such concession contracts imply a transfer of the risks related to the performance of such services from the public authorities to a private entity. Currently assisting the client with regard to the preparation of tender documents, advice regarding interpretation of certain provisions of the tender documentation, drafting requests for clarifications and potential initiation of various challenges against the documents issued in these public procurement procedures. Completion date: ongoing. The firm successfully defended L3 Communications – UK Ltd in a public procurement dispute initiated by the National Airport Company (CNAB) for the payment of approximately €330,000 as delay penalties following an alleged breach of a procurement agreement for the provision of airport equipment consisting of a delayed upgrade of airport security scanners. Although the first instance court ruled in favour of CNAB, the decision has been reversed irrevocably in appeal in favour of the client. Completion date: July 2018. Assisting Trotustex, part of Alfredo Grassi Group, the Romanian subsidiary of a leading supplier of customized uniforms and clothing for military, law enforcement and fire protection units in relation to all aspects arising from their participation in public procurement procedures conducted by the Romanian authorities with the purpose of products acquisition. Successfully assisted and represented the client in two procurement claims submitted against decisions issued within public procurement procedures whereby the client was not awarded the contracts. The value of the project is €2 million. Completion date: Ongoing. Specialist lawyer: Ligia Cecilia Popescu. 

Which Lawyer in Romania

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White Collar Crime

Which Lawyer in Romania

White Collar Crime

T H E BAT T LE GROU N D IN T H E SOPH IST IC AT ED W H I T E COLL A R C R IM E Statistics seem to support the impression that white collar crime is on the rise, with PWC’s 2018 Global Economic Crime and Fraud Survey showing that 49% of global organizations say they’ve experienced economic crime in the past two years.

n 2017, corporations continued to Adding a white collar crime practice to experience an onslaught of cases, the existing traditional practices became a globalization making its way into every necessity for most of the business law firms aspect of the business and white-collar crime given the two trends of the last years: the makes no exception. More and more cases more and more aggressive practice of the nowadays have a transnational element and investigation bodies (such as the antifraud many regional and international organizations department) and the continuous increase of are advancing changes in the national criminal cases involving legit businesses. legislations and promoting cooperation The pressure on building up the awareness at the level of companies to introduce systems between states in the fight against crime. The local and transnational cooperation of for the prevention of fraud, corruption, money various authorities (investigative, regulatory, laundering, tax evasion and other crimes tax, preventive) has increased significantly in seems to be increasing also in Romania. the last years, which generated complex and “Analyzing the recent years, let’s say 2010interconnected investigations at the level of 2018, the criminal business law sector has global companies with presence/business in undergone an accelerated maturity, in the Romania. An increased number of international context of an increasingly sophisticated companies in Romania has been under the structure and practice of the specialized scrutiny of the criminal authorities in relation judicial bodies committed to investigate more and more complex business crimes to bid rigging or fiscal evasion allegations. With fraud still being the classic white-collar (in particular The National Anticorruption crime, there is a growing shift away from Directorate - DNA and The Directorate for an analog modus operandi to a digital one. Investigating Organized Crime and Terrorism Digital investigative methods and approaches - DIICOT) says Gabriel Albu Managing Partner are making their entrance in this practice with at Budusan Albu si Asociatii. an increasing number of cyber attacks and “In fact, one of the main driving forces an ever-expanding range of data security determining us to establish our firm as early risks, simultaneously rendering companies both as 2008 was the careful observation of cybercrime victims and potential subjects of the extraordinary and accelerated changes regulatory scrutiny as to the sufficiency of their happening on the „criminal law market”. The cases became more and more complex and cybersecurity programs. 149

Which Lawyer in Romania

more related to economic phenomena that had not previously been attacked from a criminal point of view. This fact also required the finding that classic criminal law is not always fit to deal with the volume and complexity of such cases. In recent years, the market has been particularly effervescent, mature and imposed access to the market of new players (particularly criminal law departments of business law firms). Taking into consideration the fact that the priorities of public authorities are continuously and rapidly changing, coming from a background of political and administrative turbulence, the “risk sectors” seem to be: petroleum industry, food industry, media, pharma and construction. Perhaps one of the current appealing industries and, presumably, interesting for the future, from this point of view, is retail“, adds Albu. “White-collar crime cases are increasing significantly, despite of an apparent decrease of new ordinary criminal law cases,” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii. “A decrease in the number of investigations commenced in 2017 at both the levels of the DNA and DIICOT can be observed, probably due to a lack of sufficient human resources coupled with a significantly increased number of cases finalized in 2017 compared to 2016, but also due to the changes generated by the decisions of the Constitutional Court regarding the abuse of office and the cooperation of the prosecution authorities with the intelligence services. As regards new white-collar crime cases, they are increasing, most likely as a result

Alexandru Ambrozie, Popovici Nitu Stoica & Asociatii

“As regards new whitecollar crime cases, they are increasing, most likely as a result of intensifying tax and EU funds controls in the last years”

White Collar Crime

of intensifying tax and EU funds controls in the last years, with particular regard to transfer pricing, multinational companies and EU funds. For example, when analyzing investigations initiated by prosecutors nationally in the sphere of financial-economic crimes, 2017 saw this number quadruple when compared to 2016. Firstly, the main sector affected is public procurement, particularly in the industries of infrastructure, IT and healthcare. Secondly, sectors that involve significant European funds have been impacted, with the number of indictments doubling in the cases of frauds with European funds. Lastly, the rise of white-collar prosecutions has effected intragroup transactions, especially at the level of multinational companies.” Bianca Alecu, Senior Associate at Clifford Chance Badea noticed: “a visible decreasing trend in prosecuting/launching new investigations and even in finalizing those started in the past years. “This might be a consequence of the hard/sustained work performed by enforcement agencies (mainly DNA) in the fight against corruption in the last eight-ten years (significant number of investigations are pending and trials at the level of courts); this might also be a consequence of recent events involving the disclosures regarding the highly disputed ways of performing criminal investigations and gathering of evidence, and even running trials through the set up mixed team of prosecutors and intelligence services officers, procedures run based on several cooperation protocols entered between the SRI and various judiciary bodies; also, last but not least, this might be a consequence of the fights at the level of DNA which ended with the dismissal of the DNA chief prosecutor. We expect this level to maintain or even decrease in the current environment until things calm down and legislation is updated. If in the last years we have seen the fight against corruption targeted at certain sectors such as Pharma, IT, capital markets, insurances or services operators in the telecom industry, we could say that there was no specific sector targeted this year.” Alexandru Ene, Partner, Head of Litigation & Compliance Department- Noerr argues that “ due to the intense criticism related to the inefficient fight against corruption, over the last years, the investigation of corruption crimes was intensified. The fact that, based on prosecutors’ investigations, a significant number of persons accused of corruption crimes have been condemned by the court of law, increased to a certain extent the confidence in the judicial system, even though corruption still remains one of the most

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Bianca Alecu, Clifford Chance Badea

“If in the last years we have seen the fight against corruption targeted at certain sectors, we could say that there was no specific sector targeted this year” severe problems of the Romanian society. Magdalena Roibu, Senior Attorney at law at Schoenherr Bucharest, white-collar crime says: “the trend in the number of white-collar crime cases in Romania is increasing and the most affected sectors seem to be banking and finance, pharma and healthcare, energy, natural resources.” “The numerous fraud cases in obtaining and managing public funds (national and European) have prompted legislators to regulate in detail the actions that constitute crimes in this field and have spurred the competent authorities’ interest in finding and punishing such actions,” says Manuela Gornoviceanu, Managing Associate at Tuca Zbarcea & Asociatii. The fight against these crimes is becoming more and more aggressive and is seriously impacting the business environment. Last year saw an increase in the number of criminal cases for tax evasion, with fiscal liabilities involved being represented mostly by direct taxes (profit tax), and less by the value-added tax, unlike in previous years. Both types of crime occur in the sectors where agreements are concluded with public authorities.” Even in a globalized economy, each country has its specific traits so we asked lawyers which are the predominant types of crimes that fall under the category of white-collar crimes in Romania and how would they describe the authorities collaboration with lawyers in this forensic activity? “Compelling though, criminal business law is perceived rather as part of the classic

Which Lawyer in Romania

White Collar Crime

Gabriel Albu, Budusan Albu si Asociatii

“The criminal business law sector has undergone an accelerated maturity, in the context of an increasingly sophisticated structure and practice of the specialized judicial bodies,” criminal law, as a subdivision of classic criminal law practice,” says Gabriel Albu – Managing Partner, Budusan Albu si Asociatii. “Such a vision is absolutely incomplete, if not quite wrong. The criminal business law has, at least from the „volume” perspective (and the volume refers to the quantity of processed information and to the “quantity” of incumbent legal norms) a deeper connection with the extra-criminal judicial branches, rather than with the classic criminal law; it has a very strong “business law” component. The white collar crime/ business crime involves processing, both from the perspective of defense against already formulated or to be formulated accusations and from the perspective of investigation/forensic of various cases which imply economic phenomenon (most often very complex) that may fall under the criminal law. In the context of an „inflation” of criminal regulations (states tend to “criminalize” more and more types of behaviors, in an increasingly sophisticated and less predictable way), the number of incriminated facts as offenses has grown exponentially and is likely to remain in an upward trend. As our regular clients are corporations, their shareholders, directors, managers, business people in general, or senior civil servants, the types of crimes may vary from money laundry, fraud, tax evasion, complex financial schemes for benefits and so on and so forth.” Bianca Alecu, Senior Associate, Clifford Chance Badea says: “white collar is rather associated with corruption crimes in Romania. Broadly speaking, the term is actually now synonymous with the full range of frauds committed by business and government professionals, which, according to the Romanian law, might fit the definition of fraud, corruption, tax evasion, money laundering, market manipulation/insider trading, cybercrime, to name the most common. Basically, the motivation behind these crimes should be financial—to obtain or avoid losing money, goods, or services or to secure a personal or business advantage.

If we look back eight-ten years ago, we could say collaboration in those types of investigation has improved significantly. This was facilitated by the better understanding of those relatively new types of crimes investigated, the availability of experts at the level of authorities (and approval of very technical expertise/audits during the criminal investigation phase) and by a better cooperation of those investigated during the criminal investigation procedures.” “In Romania, the concept of ‘white-collar crime’ is understood rather widely often including without limitation corporate and business, professional, economic criminality and the ‘corruption crimes’ (offering and receiving bribe, buying and offering influence etc.),” says Ligia Popescu, Partner at Wolf Theiss. “In this respect it is generally accepted by the majority of scholars that “’white-collar crime”’ is a wider concept that mere economic criminality and corruption. The authorities’ collaboration with lawyers in relation to criminal cases is carried out within the procedural boundaries set forth by the specific criminal legislation providing for in rem (against the facts) and in persona (against persons) criminal investigations and the secret character of the criminal investigation.” “Tax evasion and money laundering are a constant concern of public authorities all over the world. Specific to Romania, we can observe a focus on the offense of abuse of office against public interests. Whilst being targeted at public servants, this inadvertently affects private companies as well” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii.

“The white collar crimes that are predominant in Romania refer to corruption crimes, especially those that fall under the regulation of Law No 78/2000 on the prevention, discovery and sanction of corruption offense. Economic crimes are also prevalent, especially tax evasion, which is usually combined with money laundering schemes, and also with organized crime,” says Mircea Teis, Senior Manager, ONV Law. He adds: “while those are the “star” offenses, there are also other kinds of white collar crimes being committed in significant numbers, such as frauds involving EU funds, offering or receiving a bribe, and even conflict of interest offenses. In most situations the legal assistance provided to a company involves a team made of expert criminal lawyers, but also fiscal experts and translators. When the situation calls for it, lawyers that are experts in other practice areas or even lawyers qualified in foreign jurisdictions get involved. To maximize the protection of the clients’ interests, a good professional relationship between the lawyers and the representatives of the authorities is crucial. Team work makes this easier. The lawyer is therefore able to prevent certain situations, and “shed light” in the significant and “intricate” amount of information, that in the majority of situations, makes for a case.” Manuela Gornoviceanu, Managing Associate at Tuca Zbarcea & Asociatii says that: “lately, there has been an upward trend as regards authorities fighting and controlling corruption, malfeasance in office by various public servants, as well as actions involving fiscal fraud. As a rule, the collaboration between Romanian authorities and the lawyers involved in such procedures is a stable one, although the authorities are slightly slow in solving claims filed by counsels. Also, defences filed in such cases are minimalized, including by refusing evidence in favour of the accused persons’ innocence, in particular during the criminal investigation stage, while during the trial stage the situation is usually balanced.” Andreea Neagu, Senior Attorney at law at Schoenherr Bucharest, White-Collar Crime:

Magdalena Roibu, Schoenherr Bucharest

“The trend in the number of whitecollar crime cases in Romania is increasing mainly for the banking and finance, pharma and healthcare, energy and natural resources sectors” 151

Which Lawyer in Romania

“the predominant types of crimes that fall under the category of white-collar crimes in Romania are corruption related offences, tax evasion, money laundering, abuse of office, offences provided under Company Act, cybercrimes and embezzlement. As regards the collaboration of the authorities with lawyers in the forensic activity, we believe that it is still under development, as the authorities are in most cases reluctant in cooperating with lawyers, since the performance of criminal investigation falls within the exclusive competence of the judicial authorities.” Danut - Ioan Bugnariu, Partner, ZRP says that: “collaboration with the prosecution bodies, in the field of producing of evidence by expert surveys in the area of these crimes is sometimes very difficult. There are situations in which there is neither transparency, nor loyalty in the producing of this evidence, when the prosecutor does not inform in any way the parties how the expert to conduct the survey is going to be appointed, when expert witnesses are not involved in the manner in which the law would impose so in the conducting of the expert survey and in which any claim or objection filed by the defence faces a more or less motivated rejection solution. However, there are also cases in which the prosecutor calls in the parties for the conducting of the procedure of appointment of the expert, when this is appointed by the consultation of those present with regard to the manner in which the appointment is going to be made and

Ligia Popescu, Wolf Theiss

“In Romania, the concept of ‘white-collar crime’ is understood rather widely often including without limitation corporate and business, professional, economic criminality”

White Collar Crime

in which the expert thus appointed maintains adequate professional conduct. If I were to compare the two types of behaviours, unfortunately, the ones from the first category are more frequent. Prosecution and going to trial of persons for having committed such crimes are very often exercised in Romania. It is impossible that, going to a court, one would not identify on the court session list of a panel three or four crimes of the white-collar category. The annual statistics regarding the activity of prosecutor’s offices and courts of law reflect the same thing – the fighting against the white-collar criminality is a constant preoccupation of the judicial bodies from Romania. Unfortunately, significant deficiencies may be pointed out with regard to the element of prevention of committing of such crimes.“ In its fight against white collar crimes, Romania seems to be continuously changing, shaping its criminal regulations and restructuring public institutions, unlike many other European law countries where the entire framework is more clear and stable. Which are the regulatory changes or interesting developments in legislation that could help lawyers in their work? “Two recent decisions of the Constitutional Court have particularly impacted white-collar investigations,” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii. Firstly, the Constitutional Court decided in June 2016 that the dispositions of Article 297(1) Criminal Code, concerning abuse of office, are constitutional only in so far as the phrase “poorly fulfills” is understood to mean “fulfills by breaking the law”. Secondly, the Constitutional Court effectively decided in February 2018 that recordings obtained by intelligence services on the basis of national security warrants can no longer be used as evidence in investigations concerning other potential crimes. In addition, following a global trend led by the US and the UK, we expect that legal developments in the field of white-collar crime in Romania are likely to result in more responsibility for the board of directors as well as a bigger focus on internal controls and programs dealing with risk assessment and compliance,”he adds. Manuela Gornoviceanu, Managing Associate at Tuca Zbarcea & Asociatii says that: “by Decision No. 297 of 26 April 2018, the Constitutional Court granted the plea for unconstitutionality and upheld that the legislation setting forth the interruption of the prescription period for criminal liability by taking “any procedural act in the case at hand” is unconstitutional. In issuing this ruling, the Court upheld, as a principle, that the interruption of the prescription period

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Mircea Teis, ONV Law

“Economic crimes are also prevalent, especially tax evasion, which is usually combined with money laundering schemes, and also with organized crime” for criminal liability is fully effective only if there are legal means to inform the person concerned that a new prescription period has begun. In this respect, the Court upheld that the predictability of the effects that Article 155(1) of the Criminal Code may have on the person who perpetrated a crime should be guaranteed, including by ensuring the possibility for that person to know about the interruption of the prescription period for the criminal liability and about the fact that a new prescription period has started. By a decision of 19 June 2018, the Constitutional Court granted the plea of unconstitutionality and upheld that the provisions under Article 29(1)(c) of Law No. 656/2002 for preventing and punishing money laundering and for establishing measures to prevent and fight terrorism funding (as per the interpretation given in Decision No. 16 of 8 June 2016 of the High Court of Cassation and Justice concerning the issuance of a prior decision) that concern the active subject of the offense/perpetrator are unconstitutional. The Court upheld that the active subject of the offense which generated the goods acquired, held or used cannot also be the perpetrator of the money laundering crime, regulated under Article 29(1)(c) of Law No. 656/2002,” adds Manuela Gornoviceanu. “The amendments to the Criminal Code and the Criminal Procedure Code, as well as those regarding the judicial organization laws, operated this year, have been, by far, the noisiest juridical events of the year, generating lots of controversies,” says Gabriel Albu, Managing Partner, Budusan

Which Lawyer in Romania

Albu si Asociatii. From the perspective of the Romanian business environment, it is extremely important to have the legal certainty of resolving the conflicts in the same spirit as the other EU Member States. Suspicions in this area can very easily shift potential investments into other markets with a more stable climate, as nothing is more damaging for the economy than instability and the lack of predictability. Such an environment makes it difficult to carry out any medium or long-term business plan. It is difficult to give a concise, one-sided verdict on the amendments, if they are good or bad. Any essay on this real turning point that has occurred in the judicial system involves a high degree of subjectivism. Therefore, a good understanding of the situation can be better discerned once the new legislation is actually put into practice.” Bianca Alecu, Senior Associate, Clifford Chance Badea: “There are some changes/amendments expected to the Criminal Code and to the Criminal Procedure Code mainly following several pleas of unconstitutionality admitted by Romania’s Constitutional Court in the last 2 years. Also, we could name the recent amendments to the law regarding the Statute of Judges and Prosecutors (and on the judicial organization/CSM) which are highly debated and criticized as not complying with the EU legislation expected standards and, in the end, breaching the rule of law. We shall see how things progress. Other expected changes are related to the EU’s Fourth Anti-Money Laundering Directive and the new so-called Fifth Anti-Money Laundering Directive.” Magda Dima – Partner, Mitel&Asociatii: “The aim of Law no. 207/2015 on the Fiscal Procedure Code has been to clarify the requirements which must be met by the tax authorities when notifying criminal prosecution bodies, as well as the effects of such notification. The conditions under which the tax authority may suspend the settlement of the complaint filed by the taxpayer until the notification is settled by the criminal prosecution bodies have been made clearer. Nevertheless, the courts of law still need to

White Collar Crime

Andreea Neagu, Schoenherr Bucharest

“The cooperation between authorities and lawyers in the forensic activity is still under development, as the authorities are in most cases reluctant,” be involved so as to order tax authorities to solve complaints, the courts generally issuing decisions in favor of taxpayers, particularly considering the purely formal nature of the notifications filed by the authorities.” Magdalena Roibu, Senior Attorney at law at Schoenherr Bucharest, White-Collar Crime says: ”currently the criminal codes have been substantially amended, but there are numerous pleas of unconstitutionality raised in their respect and the Constitutional Court is expected to rule upon these in autumn. Also, at European level, on 30 May 2018 the European Parliament and the Council of the EU adopted the fifth Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and Romania is expected to transpose it into national legislation by 10th January, 2020.” Danut - Ioan Bugnariu, Partner, ZRP argues that: “the most recent amendments in the application of some of the legal texts defining white-collar crimes have not been made thanks to the legislator, but to the Constitutional Court. Maybe the most known of them is the Constitutional Court’s Decision no. 405/2016 ascertaining the non-constitutionality of article 297 of the Criminal Code regulating the crime of abuse of trust. After such decision was published, there have been many situations in the judicial practice in which the case files at different stages of the criminal trial have had to be closed because the accusations brought in them have not met the criteria imposed by the constitutional contentious. The Constitutional Court is also the one that ruled that the crime of conflict of interests cannot be committed in the private area, which determined the amendment of art. 301 of the Criminal Code, the crime being

Danut - Ioan Bugnariu, ZRP

“Collaboration with the prosecution bodies, in the field of producing of evidence by expert surveys in the area of these crimes is sometimes very difficult”

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renamed “Use of office for favouring certain persons”. As the Romanian crime system is oriented towards sanctioning rather than compliance and prevention, an approach being “facilitated” also by the ever-changing, often contradictory legislation and by the extensive number of enforcement authorities, with overlapping powers, usually in the field of tax, EU funds and public funds, the pressure on companies and their boards is increasing. But how common is white-collar crime prosecution in Romania? Danut - Ioan Bugnariu, Partner, ZRP says that: “prosecution and going to trial of persons for having committed such crimes are very often exercised in Romania. It is impossible that, going to a court, one would not identify on the court session list of a panel 3 or 4 crimes of the white-collar category. The annual statistics regarding the activity of prosecutor’s offices and courts of law reflect the same thing – the fighting against the white-collar criminality is a constant preoccupation of the judicial bodies from Romania. Unfortunately, significant deficiencies may be pointed out with regard to the element of prevention of committing of such crimes.” Gabriel Albu, Managing Partner, Budusan Albu si Asociatii also agrees that:”nowadays, prosecution is quite common and more and more sophisticated. Since our set up, we claim to have been the preferred choice of the especially corporate and sophisticated clients in numerous highlevel cases processed in Romania, being generally regarded as market leaders. We have assisted various public and private companies, from oil and gas companies, pharmaceutical and public services companies, international infrastructure companies, international management consultancy companies, banking and insurance companies, investment funds and so on and so forth. Based on our recent experience, we may state that the cases are more and more complex and the whitecollar crime prosecutions for specific business matters have been increasing. Based on our experience, in our country, the most commonly prosecuted white collar crimes are those of fraud, especially against state interest and regarding public procurement, as well as tax fraud.”

Which Lawyer in Romania

Magda Dima – Partner, Mitel&Asociatii

“The aim of Law no. 207/2015 on the Fiscal Procedure Code has been to clarify the requirements which must be met by the tax authorities when notifying criminal prosecution bodies”

White Collar Crime

“Romania is both highly recognized and, recently, highly criticized for prosecuting/ fighting corruption both at the EU and international level,” says Bianca Alecu, Senior Associate, Clifford Chance Badea. “There were various mechanisms which requested cooperation and improvement in the fight against corruption. The impressive number of white collar crime cases investigated at the level of DNA and the recent scandals at the level of DNA triggered attention at international level and there were various positions and opinions expressed by various actors including, to name a few, the members of the European Bars Federation, MEDEL (Magistrats Europeens pour la Democratie et Les Libertes). High profile corruption cases investigated in Romania were very often covered by the international press.” Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii also notes that: “whitecollar prosecution has become increasingly common and just a look back at a few years ago paints a strikingly different picture to today’s white-collar environment. By way of example, the number of indictments in 2016 was 72% higher than in 2012 at the

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DNA level. Whilst not directly concerning white-collar crime, this trend is apparent in white-collar investigations as well. The phenomenon of increased white-collar prosecution can be attributed to the globalisation of investigations, with more and more white-collar crimes having a transnational element nowadays.” “In the last year, according to the Report on the Status of the Judiciary in 2017, issued in May 2018 by the Superior Council of Magistracy (i.e., the public authority managing the judiciary in Romania), “the number of new cases brought before the tribunals in 2017 was 87,565, down by 2.07% as compared to the previous year”. In spite of this slight decrease in number of new criminal cases before the Tribunals, the trend has been actually fairly stable over the past few years (i.e. 17.07% in 2017, 18.39% in 2016 and 16.05% in 2015). It is worth mentioning as well that contentious-administrative/fiscal cases count for 32% of the total number of new cases brought before the courts during 2017,“ says Manuela Gornoviceanu, Managing Associate at Tuca Zbarcea & Asociatii. 

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Flamma, ĂŽn latina veche, este pasiunea din sufletele celor care iubesc ceea ce fac, ce vad, ce simt sau ceea ce gusta.

Which Lawyer in Romania

White Collar Crime

What measures can be implemented at company level to help minimize risk following a security breach? GABRIEL ALBU – MANAGING PARTNER, BUDUSAN ALBU SI ASOCIATII “The prevention caseload is, unfortunately, in minority compared to the reactive one. An empirical estimate would sound: about 20% prevention versus 80% reactive, defense cases in criminal trials already triggered or imminent. Internal procedures and prevention are extremely important for avoiding criminal issues. If multinational companies allocate important budgets for procedures to keep at distance criminal risks, small and medium-sized businesses and entrepreneurs are less willing to allocate budgets for prevention and procedures. The reasons for this prevention-reaction gap are related both to the current “legal culture” – in a way similar to medical education – one goes to the doctor only if one has advanced symptoms of illness - than strictly preventive - and with the wrong - perception that crime prevention could be done with “generalist” lawyers, not with criminal lawyers. It has been a “historical” desire of our firm to give prevention work a growing center-spot. Given the exponential multiplication of the number of offenses governed by law, their sophistication, consulting with a specialized white collar crime lawyer, in all medium or high stakes decisions, should become a rule, as is the rule of hiring a business lawyer, in general, and benefit of specialized services.”

BIANCA ALECU - SENIOR ASSOCIATE, CLIFFORD CHANCE BADEA “Developing a culture based upon compliance and ethical behavior is the most important approach against internal or external fraud. With the development of technology and of the business inter-dependence of such technology, we noted an increased number in Cyber security breaches, which are relatively new challenges. We first advised a client in 2012 and have prevented for the company damages of about €2.4 million. Now, the threats have increased significantly. Depending on the type of business companies run, they might face frauds or other theft of valuable data thus, there might be different types of risks to manage following a security breach. The TO DOs for companies are immediately “Risk mapping through careful diligence”. In brief, the best way to address a risk is to know the exposure, both operationally and from a regulatory perspective. We generally advise companies to prepare the crisis strategy/set up a team to manage the crisis and prepare the strategy; this implies legal support, forensic accounting, IT consultancy, communication/PR, insurer’s advice. The key risk areas the companies might have to manage and try to minimize could be: regulatory, civil, criminal and contractual exposure. The next steps might imply notifying the relevant authority, keep in line with GDPR regulations, observe contractual and statutory obligations to safeguard some data and report loss/theft of such data, and cooperate with the relevant authorities/law enforcement agencies.”

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Which Lawyer in Romania

MAGDA DIMA – PARTNER, MITEL&ASOCIATII “The company must establish and test an incident management plan so as to react as soon as possible when security breaches occur. It is advisable to pre-establish a team in charge of managing such situations, team which should include representatives of the legal department for managing the potential litigious situations generated by the security breach. In case the company does not have a legal department, it is important to request assistance from lawyers as soon as possible after the breach occurs.” ALEXANDRU ENE-PARTNER, HEAD OF LITIGATION & COMPLIANCE DEPARTMENT- NOERR “The international corporations, in the last years also the Romanian companies, became more aware that the implementation of compliance rules at company level is mandatory for ensuring a successful development. The high specialization and the commitment of the key personnel and the implementation of adequate procedures represent mandatory requirements for monitoring the activity of the company. The periodical verification of the manner in which the internal norms are implemented and a periodical external audit remain the main recommendations for ensuring a complying development of the activity.” MIRCEA TEIS, SENIOR MANAGER, ONV LAW “Generally, big companies have in-house compliance departments. The last years have seen an increase in the number of companies that get experienced compliance advice from outside lawyers. Investing in these services brings added value because of the practical experience the lawyers in the training team have, in the court room or with government investigations. Equally important is the multidisciplinary areas of law such a team can cover. Of course, prevention training programs should be appropriately tailored to the actual specific needs of the company. For example, with such an offering, we take into account not only the possible incidence of criminal law in the company’s diverse business areas, but for such a training to be effective, we also consider the implications of fiscal law, public procurement, environmental issues, and much more.” ANDREEA NEAGU, SENIOR ATTORNEY AT LAW AT SCHOENHERR BUCHAREST, WHITE-COLLAR CRIME: “Following a security breach the first step would be to secure all data. The next immediate step would be to asses, with the support of the IT department, the dimension of the breach and the affected data. Subsequently, the company should file a criminal complaint before the competent authorities in order to identify and obtain the sanctioning of the offender. In addition, if there are potential individuals affected by the security breach, said persons should be immediately notified, as well as the competent DPA.”

White Collar Crime

ALEXANDRU AMBROZIE - PARTNER, POPOVICI NITU STOICA & ASOCIATII “With the global trend of holding boards liable for criminal conduct in their companies unless they prove that all reasonable preventive measures have been taken, Romanian companies should consider investing more time and resources in prevention and compliance measures, with a special focus on: intra-group relations, employee health & safety, competition and bid-rigging, and tax compliance. Following a potential criminal offense, the Romanian companies should not hurry to conduct an internal investigation, as seen especially in the US. In the US, there are certain clear benefits for conducting an internal investigation. For example, there is a presumption against prosecution where a company voluntarily discloses a violation, fully cooperates with any investigation, takes remedial action and agrees to surrender any proceeds owing from misconduct. This allows companies to be proactive in limiting the repetitional and financial damage as much as possible, thus ultimately ensuring that their business survives a potential investigation. In Romania, things might be different. Ascertaining whether to conduct an internal investigation must be approached very warily to avoid it becoming counterproductive for two reasons. First, local factors make the conduct of an internal investigation difficult. Second, there are limits to their function and ultimate use, since Romanian authorities offer no official procedure to be followed and there is no certainty as to the tangible benefits of an internal investigation. Potential benefits must be cautiously assessed on a case by case basis and always under the supervision of external legal counsel, in order to be able to benefit from attorney-client privilege. Such benefits have to be carefully balanced against potential risks, such as being qualified as attempting to taint evidence. In any case, an internal investigation must be limited to learning the factual matrix. It is particularly crucial to keep to a minimum the interaction between external legal counsel, on the one hand, and potential witnesses or potentially accountable employees. This ensures that both the company and legal counsel avoid being seen as influencing witness testimony, which would have possible catastrophic results.” DANUT - IOAN BUGNARIU PARTNER, ZRP “The most efficient method of prevention of the committing of white-collar crimes consists in the fact that the company’s internal activity should be very well regulated by internal procedures elaborated in compliance with the legislation. Then, it is very important that all employees should know these internal procedures, but also that their application and compliance be rigorously verified. The internal audit policy should be a coherent one and provided with firm application mechanisms. This way the company can protect itself against the committing of white-collar crimes.” LIGIA POPESCU – PARTNER, WOLF THEISS “Strict compliance rules and regular trainings of management and staff are the best tools that can be implemented at company level to help minimize risk following a security breach.”

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Which Lawyer in Romania

White Collar Crime

Most representative projects BONDOC SI ASOCIATII

Regularly retained to assist in connection with various audits and compliance analysis for the audit division of a large international group, involving complex criminal law, data privacy, employment and contractual expertise and experience. Assisted a large Polish construction company in a criminal lawsuit, in relation to the attached civil claim submitted by the beneficiary of a contract for the design of a shopping mall building in the city in the NW of Romania. The proceedings posed particular legal issues, as the client had previously arbitrated the same claim abroad and the lawsuit on recognition and enforcement of the award was pending in Romania. After several years of difficult litigation, the client successfully settled the matter. This was one of the most complex matters of this rot in the country. Assistance for an European Institution in the context of a criminal pursuit in Romania towards a member of the European Parliament of Romanian origin. Assistance for one of the largest wholesaler of electronics and household products in Romania, in connection with a criminal pursuit related to interactions with several companies in the context of a complex tax audit. Regular assistance to several pharma companies in connection with while collar and other compliance matters, including in connection with investigations of the authorities and other authorities inquiries. Specialist lawyers: Lucian Bondoc, Viorel Dinu.

BUDUSAN ALBU SI ASOCIATII

Assisting and representing KazMunay Gas/Rompetrol in a complex investigation involving allegations of various economic offences concerning privatization and related procedures, allegedly aggregating approximately $700 million in damages. Assisting and representing Murfatlar, a major local group of companies involved in various industries (beverage, agriculture, energy etc.) and executives thereof pending trial for alleged tax fraud/tax evasion and money laundering exceeding €132 million, following fiscal requalification of acquisition of goods and services, as well as treatment of VAT. Assisting and representing Carmistin, a major group of companies involved in the meat industry, and its owner in an investigation concerning alleged tax evasion of more than €10 million. Legal assistance and representation granted to major regional ICT company pending trial for alleged tax fraud/tax evasion exceeding

€10 million, following fiscal requalification of acquisition of goods and services. Legal assistance and representation granted to GFR/Granpet, major regional railway freight group, and its owner Gruia Stoica, pending trial for alleged tax evasion in excess of €2 million. Specialist lawyers: Ovidiu Budusan, Gabriel Albu.

CLIFFORD CHANCE BADEA

Advised an agrochemical and agricultural biotechnology corporation in performing an internal investigation on the company’s employees and policies when dealing with permitting procedures. Advised a large industrial company on the obligation to notify/disclose to public authorities any potential corruption scheme conducted by the employees of a supplier/ customer. Advised a leading medical and healthcare products manufacturer on managing the legal risk from a civil and criminal angle in relation to an internal investigation. Advised a major pharmaceutical company on the potential criminal liability of the management of the company following a tax inspection. Advised a client during the raid of the National Office for Prevention and Control of Money Laundering meant to verify observance of AML obligations and advising on the preparation and implementation of the AML policy and procedures. Specialist lawyers: Daniel Badea, Bianca Alecu.

GRUIA DUFAUT LAW OFFICE

Provided assistance and legal representation to a large insurance company. Successfully represented companies in various disputes related to VAT refund and other tax issues. Advised the subsidiary of an important transport & infrastructure group during its arbitration procedure before the Romanian Court of Commercial Arbitration. Legal representation of the leading water supply and sewage service provider in various litigations related to its activity in Romania. Assisted the leading provider of mobile services in Romania in all its public procurement litigations before national courts and in administrative proceedings. Court representation of a major agricultural company during various claim recovery procedures. Representation of a foreign-owned company in various enforcement procedures, including

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before the judicial bodies. Assistance of a company activating in the railway infrastructure sector in an intellectual property litigation (patent). Specialist lawyers: Cristina Bojica, Loredana Van De Waart, Teodora Koletsis, Laura Marinescu Ionita.

MARAVELA&ASOCIATII

Retained to advise a private individual facing bribery allegations in connection with an important construction project, attributed following a supposedly forging activities. The client represented a construction company specialized mostly in infrastructure projects that, after winning the aforementioned auction, was put under observation for presumably offering €200,000 bribe to the mayor of one of the largest cities in Romania. The matter is important due to very high media exposure as public figures were directly involved. As eventually the client was successfully acquitted, being cleared of all charges was equally heavily covered by the media. Most recently assisting a private individual providing cross border support in an international extradition procedure involving numerous Criminal Authorities from various jurisdictions. Previously retained to represent the client regarding €15 million prejudice stemming from tax evasion matters. The prejudice originated from unregistered invoices as well as other financial documents and consequent lack of tax payment and fictive services provided within the same group of companies, following contracts signed amongst them. The case is ongoing and extraordinary appeals have been declared. Assisting HOSPICE Casa Sperantei, leading palliative care services provider, part of Hospices of Hope UK, in a complex file that included more than 30 companies and 60 individuals, including top management members of the National Health Insurance Organization in Romania, for alleged social health insurance fraud, wrongful usage of funds, corruption, position abuse, forgery etc. The client was successfully eliminated from the file and all suspicions were removed. The matter was very important as the client is a respected and most important palliative care provider. The law firm is proud that was involved and that their image is restored. Very high profile case, as the entire management was involved. Furthermore, the mandated implied representation before the National Anticorruption Directorate - DNA, the highest prosecutor’s office specialized in combating high and medium level corruption. Assisting the client, former in-house counsel

Which Lawyer in Romania

in a company, suspected to be part of a larger criminal organization committing forgery, embezzlement and fraud. While acting as inhouse, several land plots were bought, that the company, later in insolvency, was eventually unable to pay in full. The client was no longer in-house within the company when the insolvency proceedings started, however he was amongst the persons suspected. The case is currently closed and our client acquitted. Retained to represent the client, major financial services provider for the automotive sector, in several criminal cases following the identification of an organized crime group that committed several fraudulent acts including forgery, fraud and other criminal offences. The law firm furthermore represent the client as victim in various files involving forged payment documents, thefts. The matter is important due to complexity and various facets of the legal advice provided, as the client prejudiced by an organized crime group that used to create fictive companies, purchase assets (vehicles, property, etc.) and forge signatures and documents. The client represents one of the companies that the organized crime group has deceived. Specialist lawyer: Gelu Maravela.

MUSAT SI ASOCIATII SPARL

Assists and represents Rompetrol Rafinare including the companies within the KMGI Group, in a highly complex case, implicating crimes of tax evasion and money laundering and with an estimated prejudice of €1,4 billion, asset freezing measures being imposed on the goods and stocks of the company. Represented Mr. Ludovic Orban, The President of the main opposition party and former VicePresident of the Chamber of Deputies, in a corruption case involving alleged illegal financing of the election campaign for Mayor of Bucharest, in front of the High Court of Cassation and Justice. Assists a former counsellor of the Romanian President in a complex case involving money laundering in front of the High Court of Cassation and Justice. Represents Mr. Lucinschi Sergiu, the son of a former president of a European country in a case file regarding crimes of corruption, blackmail and forgery of official documents, in front of the High Court of Cassation and Justice. Assists an important European stock exchange and foreign exchange company in connection with an extremely complex criminal investigation conducted by the Directorate for Investigating Organised Crime and Terrorism, regarding charges of fraud and stock market crimes. Specialist lawyers: Gheorghe Musat, Gheorghe Buta, Octavian Popescu, Liviu Togan, Adrian Chirvase, Nela Petrisor, Alexandru Terta, Bogdan Lamatic, Stefan Diaconescu, Adina Vlaicu, Doru Schipor, Adrian Lamatic.

White Collar Crime

NOERR

Advice and representation to a multinational electronics company in relation with corruption cases. Established the further procedure and drafted, on behalf of the client, the criminal complaints. Represented a world’s leading chemicals company in a major corruption investigation concerning the public procurement sector. Have prepared the evidence and represented the client during the investigation. Assisted and represented an information and communication technology company in a major white collar crime file. Represent a packing company in a damage recovery case, as civil party in a criminal complaint against a former Economic Director related to criminal charges of embezzlement against the latter as perpetrator. Perform anti-bribery and anti-corruption trainings for the sales departments and management for various companies. Specialist lawyers: Alexandru Ene, Raluca Botea.

POPOVICI NITU STOICA SI ASOCIATII

Successfully representing a retail company in the criminal investigation conducted by the Directorate for Investigating Organized Crime and Terrorism (DIICOT) for alleged tax evasion, money laundering and for establishing an organised criminal group. Successfully representing a leasing company in the criminal investigation conducted by the National Anticorruption Directorate (DNA) for alleged abuse of office and forgery against one of its clients. Successfully representing an IT company in the criminal investigation for alleged infringement of IP rights. Successfully representing an infrastructure company in the criminal investigation conducted by the National Anticorruption Directorate (DNA) for alleged forgery and use of forgery when submitting the offer in a public tender. Assisted an infrastructure company in connection with the criminal prosecution proceedings conducted by the Directorate for Investigating Organized Crime and Terrorism (DIICOT) for tax evasion, embezzlement, use of the company’s assets in bad faith, forgery in documents and use of forgery, money laundering and establishment of an organized criminal group. Specialist lawyers: Alexandru Ambrozie, Alexandru Nicolae, Ana Stoenescu.

STRATULAT ALBULESCU ATTORNEYS AT LAW

The Dispute Resolution & Insolvency team of lawyers successfully assisted and represented

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Vinarte SA, a top Romanian wine producer, throughout the reorganization process of a distressed company. Provided legal assistance and advice with respect to financing and rescheduling the company’s distressed finances, as well as with distressed sales and the acquisition of assets. The team provided legal advice and representation concerning the restructuring and insolvency dispute mediations and litigations. Also guided the purchaser of Vinarte’s assets: assisted in the preparation of the transaction documents and negotiations with the debtor; assisted in the implementation process to ensure the transfer of assets free of encumbrances, registration formalities, employee’s matters, and Competition Council clearance; provided representation in court to challenge the decision of the judicial administrator and the Creditors’ Assembly. Assisting a top construction company in Bucharest in a litigation regarding FIDIC contractual matters arising from a construction agreement concluded with a local public authority, following a public procurement procedure, as Legal Adviser. Assisting one of the leading company on the Bucharest exclusive residential properties, in front of Romanian courts of justice against Bucharest City Hall, in order to alter the Urban Planning for protected areas, in order to assure the ownership right protection of a significant area of real estate. Assisting one of the Europe’s largest productindependent companies and one of the world’s leading renal care service providers, in administrative arbitration proceedings against Authorities regarding unpaid medical services. Assisting the client, one of the most important producers of leather products manufacturers from Europe- (luxury glove manufacturer against Romanian Tax authorities in dispute matters involving transfer pricing with the head company. Specialist lawyers: Silviu Stratulat, Florin Dutu, Andrei Albulescu.

TUCA ZBARCEA & ASOCIATII

Legal assistance and representation services provided to a major leasing company, in a complex criminal case. Legal assistance and representation to various national and international banking/insurance institutions, as well as multi-national companies in relation to criminal law offences. Legal assistance and representation in corporate/ business crime litigation covering embezzlement, occupational crime, fraud committed by former employees or commercial partners. Legal assistance and representation to a company active in the TMT industry as regards disciplinary and compliance related breaches. Specialist lawyers: Ioana Hrisafi, Manuela Gornoviceanu. 

Which Lawyer in Romania

Litigation

LI T IGAT ION T H E SOC I AL BA ROM ET ER OF T H E SOC I ET Y The dispute resolution market continues to rise in work volume, following as a sensitive barometer the social changes in the Romanian society.

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Which Lawyer in Romania

he field is undergoing some particular changes over the past years, with an increasing volume of disputes in administrative and fiscal contentious matters, where new types of litigation cases have arisen due to the economic growth, the unclear legislative changes and the actions of public bodies. In this context, 2018 was marked in Romania by an accelerated growth in the number of legal disputes in the area of consumer protection, disputes is the fiscal field, where the state’s efforts to maximise the collection of taxes and duties resulted in certain cases in incorrect interpretations by the tax control bodies of the activity and obligations of taxpayers. We asked lawyers: what are the main reasons why litigation cases arise these days and which are the particular characteristics on the major trends of this practice in 2018? Mihnea Sararu, Partner at PeliFilip says: “the unfolding of economic cycles and political changes are always promptly mirrored by the nature of work for dispute resolution lawyers. While the primary cause of litigation cases initiated in the early 2010s was the global crisis, the trend has changed in the past two years, as disputes are mainly generated now by the increased economic activity. The accelerated growth of the consumption increased the investors’ interest in Romania, but recent legislative and political changes blocked some of the investors’ plans. This dynamic business environment is naturally generating conflicts needing legal resolution. Aggressive state measures are another important cause of litigation cases in recent years, especially in the tax and consumer protection fields. Public procurement sector also generates constant work for litigation lawyers. Last but not least, the clear improvement in the credibility of both Romanian state courts is encouraging private entities

Litigation

to resort to judicial protection of their interests. After some years during which this practice was expanded across the market as a result of an increase in the number of lawsuits, the litigation related cases are gaining now in value and complexity. Since its inception, the dispute resolution practice in our firm was specialized in the so- called bet the firm litigation, but even so, we are dealing in recent years with more complex disputes. This is the result of a better understanding of the market and of the national legislation by the foreign investors, but also of the fact that controls and investigations performed by state bodies are gaining in complexity. We have also noticed that clients are more focused on prevention measures lately. This is however not reflected in less work for litigation lawyers, but in a slight change of the type of assistance required from us, which reflects a more mature market. The clients are starting to request more frequently litigation related advice long before a dispute is unavoidable. Experience showed that, by preparing their strategy and preserving their arguments in early stages of conflicts or potential conflicts, the clients are increasing their chances not only for an amicable settlement, but also for a favorable outcome in court if the negotiations with the opposing party fail. In disputes against state bodies, for example, there are very low chances for an amicable settlement, but the clients are nevertheless starting to resort to dispute resolution services before litigation is inevitable, simply in order to prepare their strategy more carefully,” added Sararu. Ligia Popescu, Partner at Wolf Theiss says that: “the majority of litigation cases currently arises from insolvency, debt recovery, construction and tax disputes. A notable, albeit rather unexpected trend in the Dispute Resolution practice of the Wolf Theiss office consisted of the prevalence of high value tax,

Ioan Roman, Maravela&Asociatii

“Corporate clients generally avoid arbitration clauses in the contracts, as well as domestic arbitrations, that are equally avoided”

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Mihnea Sararu, PeliFilip

“The accelerated growth of the consumption increased the investors’ interest in Romania, but recent legislative and political changes blocked some of the investors’ plans” privatization and regulatory disputes against the Romanian state many involving complex and controversial legal issues. The current overall value of claims against the Romanian authorities handled by the Dispute Resolution team exceeds €200 million stemming mainly from incidents during the performance of privatization contracts and tax claims cases conducted by private investors against the Romanian state. In addition to such cases, the Dispute Resolution team also handles complex private litigation with an overall value exceeding €50 million.” “In the last year, according to the Report on the Status of the Judiciary on 2017, issued in May 2018 by the Superior Council of Magistracy, the level of new cases has slightly increased by 0.96% compared to 2016. According to the same Report, there was a growth in the number of contentious administrative litigations and labour cases, while the other type of matters have slightly decreased in number,” says Ioana Hrisafi-Josan, Partner at Tuca Zbarcea & Asociatii. “The Report does not address the causes of the growth or decline of various types of matters, but one may assume that the surge of contentious administrative cases is due to the growing number of decisions issued by public authorities which are being challenged in courts. The spike in labor cases can be explained by the fact that employees

Which Lawyer in Romania

have generally become more and more used to resort to courts whenever a dispute with their employers arises,” adds Hrisafi. “Business development is closely linked to economy; therefore, any growth (or slowdown) of the financial sector will have an impact upon litigation departments activity. This represents a part of the natural business cycle – after an intensified commercial activity and appetite for transactions, usually new litigation phases follow in two to three years’ time. Also, during and long after a period of crisis in the business sector, litigation cases are on upscale trend,” noticed Simona Neagu, Counsel and Head of the Litigation and Dispute Resolution Practice Clifford Chance Badea. Our office has continuously improved its Tech strategy inspired by The Firm’s global intention to build a world-leading Tech practice. To be successful in this ambition, we need to build market-leading Tech capabilities across practices and regions to support our clients in areas where they are particularly interested or concerned – for example IP, cyber, data, Fintech and blockchain. In our practice, we currently see increased litigation in the Banking industry, Real Estate, Construction, Energy, as well as in the industries involved in public acquisition, fiscal litigation, as well as various investigations (tax, competition, criminal investigations), adds Simona Neagu. “For the past 10 years, the dispute resolution practice in our firm has constantly grown in terms of portfolio, new mandates, team size and specialization,” says Sebastian Gutiu, Managing Partner at Schoenherr Romania and the Head of the Schoenherr Bucharest dispute resolution practice. “Today, 20% of our lawyers work in the two dispute resolution teams, covering litigation and arbitration, insolvency and reorganization, white-collar crime.” “In 2017 the number of newly filed court cases increased by 1.47% (according to the activity report released by the Romanian National Council of Magistracy),” adds colleague Adina Jivan, a Partner in Schoenherr Romania’s dispute resolution practice. “The postcrisis boom of employment litigation and new insolvencies is now gone, with said types of actions now back to their normal business as usual levels. On the economy level, roughly 40-50% of all

Litigation

Ioana Hrisafi-Josan, Tuca Zbarcea & Asociatii

“There was a growth in the number of contentious administrative litigations and labour cases, while the other type of matters have slightly decreased in number” litigation cases refer to administrative and fiscal contentious, followed by criminal cases, civil litigation, litigation between business partners, and then smaller shares go to other areas.” “The maturity point reached by the business market in the last period of time is also reflected in business litigations,” argues Alexandru Ene, Partner, Head of Litigation & Compliance DepartmentNoerr. Labor, antitrust and IP disputes increased last year, leading to a development of the litigation area. In the same time, commercial litigation cases, including cross – border disputes, competition, compliance and product liability domains continue their upward trends. Financial litigations and administrative disputes are another area on the rise, not only disputes involving corporations, but also individual cases. The white-collar crime continues the trend of the last years, whereas insolvency cases continue a downward

Simona Neagu, Clifford Chance Badea

“Business development is closely linked to economy; therefore, any growth (or slowdown) of the financial sector will have an impact upon litigation departments activity.”

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path. The maturity of the market is also reflected in the fact that players are more driven to identify modalities to prevent litigations,” says Alexandru Ene. Dumitru Rusu, Partner and Head of Banking department at Voicu Flipescu observed an increase of calls on guarantee insurance products, especially performance bonds on infrastructure projects. Such increase is very linked with the changes on “the management of the state agencies and state entities which are the beneficiaries of the projects while colleague Raluca Mihai, Partner in the firm says that the possibility of mediation or even settlement is not sufficiently taken into account. Usually, the clients request legal assistance when a dispute is already pending before the courts, hence, a mediation possibility is reduced.” As the Romanian legal environment is still mainly focused on the contentious settlement of the disputes, the economic actors having a reduced appetite for using the alternative procedures. In general, the alternative to the court of law is required by the infrastructure contracts which, as a rule, impose arbitration clauses in favour of the Romanian or foreign arbitration courts. Vlad Peligrad, Counsel and Head of the Arbitration Practice at Clifford Chance Badea says that:”the approach is to recommend clients to try to settle their disputes outside courts, as this approach is usually cheaper for clients and may also ensure continuity and development of their business. “Moreover, we also recommend clients to be as open to arbitration as possible. It is faster and maybe more elegant way of settling a dispute. This may offer clients an alternative dispute resolution and take part of the files from the courts’ agenda, which at certain levels of jurisdiction and certain locations are still overloaded. Still, most complex cases are linked to commercial contracts, which usually include arbitration clauses. It appears

Which Lawyer in Romania

Sebastian Gutiu, Schoenherr Romania

“For the past 10 years, the dispute resolution practice in our firm has constantly grown in terms of portfolio, new mandates, team size and specialization” as a matter of comfort for the parties involved in highly priced transactions. The more complex the contracts, the more inclined companies are to compromise.” “In respect of arbitral institutions, adds Peligrad, currently Romania offers a wide range of rules and institutions for parties to choose the right option for their interests. In addition to Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania, which has the longest practice in Romania, the Bucharest International Arbitration Court (BIAC) - an independent Romania-based court of arbitration established under the auspices of the American Chamber of Commerce in Romania (AmCham Romania) - offers a different view to arbitration. Moreover, the RomanianGerman Chamber of Commerce and Industry has its own arbitral court. Therefore, there should be no reason for arbitration not to be credible as long as parties can choose the right rules, the right institution and the right arbitrators for their disputes. Enforcement of arbitral awards in Romania is no longer an issue. “ “Arbitration has evolved significantly in the last decade,” says Sebastian Gutiu, Managing Partner at Schoenherr Romania and the Head of the Schoenherr Bucharest dispute resolution practice. There are new arbitral institutions and the Court of International Commercial Arbitration (Ro: CACI) has modernized

Litigation

its rules. There are arbitral products for every “taste and style”. In addition, there is a generational change going in the arbitration lawyers’ community: young professionals with arbitration experience and excellent English are available. These are all great news for the future of arbitration in Romania.” Emeric Domokos-Hancu, a Partner in Schoenherr Romania’s Dispute Resolution Practice argues that: “while other countries tend to have a welldeveloped culture of reaching out to alternative dispute resolution solutions with an aim to settle disputes, I believe Romania is not there yet. We hardly see any mediation going on in the market, and litigation continues to be the preferred means for parties to pursue their claims. The total number of litigation cases remains pretty high, with over 3 million new and pending files handled by Romanian courts in 2017 alone (according to public data released by the National Council of Magistracy).” Alina Tugearu, Partner, ZRP says: “mediation has not been a success in Romania and in court dispute settlement remains the preferred option. Arbitration has known a steady growth trend over the past years and there are sectors where it is the first option, such as energy, infrastructure or construction disputes. Starting with 2018 the main arbitration institution in Romania has modernized its rules, which have now been simplified and a series of concepts from the rules of the most established international arbitral institutions have been implemented (e.g. emergency arbitrator, bifurcation, partial awards etc.), in response to the needs of corporate clients most familiar with international arbitration. Such change is expected to help boost credibility in arbitration before the local institution and thus maintain the steady growth trend of national and international arbitration settled before the Romanian Court of International Commercial Arbitration.”

Alexandru Ene, Partner, Head of Litigation & Compliance Department Noerr also agrees that:”the appetite for settling disputes before court remains rather high. “As regards the arbitration in Romania, the costs remain quite high and petitioners still prefer settlements before court, which enjoy higher credibility,” says Ene. “In our experience,” says Ligia Popescu, Partner at Wolf Theiss, “both foreign and Romanian clients preferred to refer their disputes to the courts of law as soon as possible rather than resorting to mediated settlement. In certain cases we acted on behalf of the clients in relation to proposed out of court settlement rather than appointing a mediator but these situations have been of rather limited application in practice and the initiation of court or arbitration proceedings has been the prevalent method of resolving disputes. In our experience, local arbitration in Bucharest or in the important cities is a viable alternative to ordinary courts, although in certain cases (especially the ones entailing the performance of complex expert surveys) it may take more time than a similar procedure carried out before ordinary courts. International arbitration (mainly before ICC) remains the preferred jurisdiction of certain foreign investors especially for complex construction and infrastructure cases.” Octavian Popescu, Partner, Musat si Asociatii, observed that despite all changes: “we have not noticed significant adjusments in the manner in which the parties chose to use their litigious rights, thus statistics remained quite stable in respect of either court action or alternative dispute resolution. On the other hand, boasting a long tradition in Romania, arbitration is widely viewed as an efficient and speedy dispute settlement mechanism. Parties resort in practice to both international and domestic arbitration and recent years saw a growth on the

Adina Jivan, Schoenherr Romania

“The post-crisis boom of employment litigation and new insolvencies is now gone, with said types of actions now back to their normal business as usual levels”

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Which Lawyer in Romania

number of arbitration disputes and the emergence of numerous experienced practitioners. In a bid to align itself with modern tendencies in the field, the beginning of 2018, the main arbitral institution in Romania also introduced new, streamlined rules of arbitration.” Mihnea Sararu, Partner at PeliFilip says that “as mediation procedures are no longer mandatory and they have not recorded significant success in Romania, the traditional types of dispute resolution mechanisms - court trials and arbitration proceedings - are still preferred by the vast majority of clients. On the one hand, the credibility of the main Romanian arbitration court was severely damaged a few years ago, but an improvement is expected after its arbitration rules were changed in 2018 so as to reflect the current international standards in this field. This court’s activity in construction disputes will nevertheless increase, as in 2018 the Romanian Government enacted a new standard contract for public construction works that regulates jurisdiction in favor of the Bucharest court of arbitration. On the other hand, although some clients are still preferring venues such as Vienna, Paris or London because of the lower risk of arbitration awards being quashed by the local courts, ICC arbitration proceedings having Bucharest as dispute settlement location are more and more frequent. This trend is not caused only by costs reasons, but also because the Romanian courts are starting to ensure a better protection of arbitration awards.” “Like any other activity, arbitration in Romania will be good when those practicing it will have both the expertise and the passion for it,” argues Mihai Voicu, Partner at ONV LAW. “Evidently there is a need for more arbitration and that is why new independent arbitration bodies appear in the marketplace. From a marketing perspective, understandably, each has a unique selling proposition and each tries to draw credibility from the list of arbitrators that it presents. Borrowing the reputation is merely a first step on which to build, the promise needs to be delivered, the awards need to be solid, the administrative services of the court have to be exact and efficient. The arbitration bodies will have to pass the test of time and do the right things all along. Being more than a theoretical (and sometimes “mandatory”) alternative to the court

Litigation

Alexandru Ene, Noerr

“The maturity point reached by the business market in the last period of time is also reflected in business litigations” system is actually how credibility is assessed. “ Raluca Mihai, Partner at Voicu Filipescu pointed out that: “usually, the parties in conflict go with the principle that they should fight for winning everything, not being interested to compromise. Even though arbitration, in general, and institutionalized arbitration, in particular, is properly regulated in Romania, such dispute resolution is not yet commonly used. We consider that the credibility of the arbitration is one of the causes, the tendency being to trust more the courts of law, although the latter do not have the time and resources, most of the times, to give the proper attention to all cases. Besides credibility, arbitration is not preferred due to increased costs and the lack of sufficient specialized lawyers and arbitrators. “ “In general, the disputes brought before the Romanian courts are rarely settled,” observes Viorel Nicolae Dinu, Partener at Bondoc si Asociatii. “Romanian individuals and Romanian-owned

Radu Boanta, CEE Attorneys

“Disputes resulting from the performance of contractual obligation intensified as did the lawsuits resulting from public procurement and taxation matters.”

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companies prefer to litigate until the final appeal stage, but foreign parties, when involved, are more inclined to settle. As regards the arbitration process, it remained constant from the point of view of the choice of the interested entities, and its credibility increased lately, following the changes to the rules and list of arbitrators at the level of the most important local arbitral institution.” Ioan Roman, Partner, Maravela& Asociatii says: “Indeed, 95% of clients prefer court proceedings. This is probably due to the insufficient regulation concerning mediation, that is currently seen as time spent (and unfortunately lost) before eventually reaching the courts. Corporate clients generally avoid arbitration clauses in the contracts, as well as domestic arbitrations, that are equally avoided.“ As the New Civil Procedure and Criminal Codes should have ensured a smoother access to procedural means and faster settlement of cases, we asked: what was the impact of the regulations in practice? “As always, what sounds good in theory does not necessarily smoothly apply in practice,” says Alina Tugearu, Partner, ZRP: “indeed, there are clearer procedural means and the codes have enacted what previously was only a creation of the case law and/ or institutions from other jurisdictions; however, there is still some work to be done for a faster settlement of the cases. For example, in civil cases, the time previously wasted in open hearings for remediating procedural irregularities is now spent for undergoing the preliminary written stage, which in many cases leads to an overall similar time frame for settling a case. Similarly, the preliminary chamber institution in criminal cases tends to lengthen the settlement of a case, although it is meant to work as a filter before taking a case to trial, by verifying the conformity of the evidence produced during the

Which Lawyer in Romania

Vlad Peligrad, Clifford Chance Badea

“The approach is to recommend clients to try to settle their disputes outside courts, as this approach is usually cheaper for clients” criminal investigation, together with the guarantees related to the procedure lawfulness.” Simona Neagu, Counsel and Head of the Litigation and Dispute Resolution Practice Clifford Chance Badea comments: “as any change, the first impact was not so favorable and smooth as predicted. New provisions were apparently not so clear for everyone to apply unitary. And the result consisted initially of procedural problems with new registered claim for the regularization stage. In addition, as any new piece of legislation with innovative provisions, there was limited case-law and little specialized literature which obviously could not predict all issues that could appear in practice. But in time, since 15 February 2013, professionals adopted the new standards and discovered that many of the new procedural instruments have been coded to help them facing new reality. Many of the old issues which were previously solved doctrinaire, now have a legal codified identity. Of course, some of the codified provisions were analyzed by the Constitutional Court, others were interpreted by the High Court of Cassation and Justice. Currently, it may be sustained that the civil procedure code ensures a smoother access to procedural means and faster settlement of cases.” “The impact is still under scrutiny, but the general opinion is that the length

Litigation

of the court proceedings is on a favorable trend mostly at the lower level of the courts, while the duration of the settlement of the cases at the level of the High Court of Cassation and Justice is regarded as unsatisfactory,” believes Ioana Hrisafi-Josan, Partner at Tuca Zbarcea & Asociatii. “In fact,” adds Ioan Roman, Part ner, Maravela&Asociatii, “the new codes were not entirely implemented due to lack of courts’ proper infrastructure but, indeed, there are more predictable timeframes of cases, being therefore better in the direct communication with the client. For instance, for a pecuniary claim, 1.5 years are needed prior to obtaining a final solution.” Emeric Domokos-Hancu, a Partner in Schoenherr Romania’s dispute resolution practice, says that: “although there are still certain aspects which remain to be clarified and unified in practice, and also quite a few number of unconstitutionality claims pending, I believe that overall the New Civil Procedure and Criminal Codes represent a significant step forward.” The Civil Procedure Code came to address some practical issues faced by the burdened Romanian judicial system. Positive outcomes are beginning to show, particularly generated by the introduction of the written phase in the civil lawsuit, in an attempt to shorten the duration of lawsuits. “As far as the Criminal Code is concerned, I would point out as a positive change the newly introduced alternative for the suspects to enter a plea deal with the prosecutors, which not only translates into the possibility of a reduced sentence, but it also encourages them to step forward and allows prosecutors to expand the coverage of their cases more easily. Also, the preliminary chambers procedure is a positive measure, as it aims to eliminate potential errors from the very start, before trial, thus raising some of the burden from the already overloaded judicial system, and creating a chance for more just and more swift solutions” adds Domokos. Ionut Dobrinescu, Partner, Dobrinescu Dobrev, says that: “starting with August 2018, the law 218/2018 introduced changes to the law of administrative litigations 554/2004 mainly excluding the recourses on administrative cases from the filtering procedure in front of the Supreme Court, which hardly fitlered anyting. This modification is likely to speed up the appeals in front of the

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Alina Tugearu, ZRP

“There are sectors where arbitration is the first option, such as energy, infrastructure or construction disputes” Supreme Court, which until now took anything from two to three years to be processed.” Viorel Nicolae Dinu, Partener, Bondoc si Asociatii, believes: “the new regulations achieved only in part the goal of reducing the duration of the legal proceedings. “Indeed, following the New Civil Procedure Code, we saw certain cases being decided quickly, but on appeal matters before the High Court, the duration for the appeal proceedings before this Court increased rather than to become more expeditious.” Magda Dima, Partner, Mitel&Asociatii says that: “the aim of the procedural changes which have occurred in the last few years has been to adjust civil and criminal procedures to the current reality. These are legal areas which still need to be improved and transformed in order to comply with current requirements (e.g., procedures for settling tax and administrative trials, etc.)” Alexandru Ene, Partner, Head of Litigation & Compliance DepartmentNoerr believes that: “the New Civil Procedure and Criminal Codes are modern legal tools which had a positive impact on the litigation area. “Nonetheless, due to the workload of the courts, we still face excessively long trials. In the recent period we also identified significant delays (in some cases over two years) in drafting court decisions by judges. These issues caused the New Civil Procedure and Criminal Codes to not have reached the expected goals,” adds Ene. 

Which Lawyer in Romania

Litigation

Did the structure of cases change in the last year? Which were the areas of development which have been particularly significant? SIMONA NEAGU - COUNSEL AND HEAD OF THE LITIGATION AND DISPUTE RESOLUTION PRACTICE CLIFFORD CHANCE BADEA “We have always been involved in rather complex cases. But lately – meaning like over the past two years, some of the projects we have been acted on were not only complex, but represent a novelty for the Romanian market. In these cases, solutions were innovative in their legal reasoning – and this is something we expect to continue, as the Romanian litigation market grows in sophistication and professionalism. For example, we secured a favorable decision for BRD Societe Generale in relation to a claim concerning interest rate swaps (IRS). The subject-matter of the arbitration was a novelty for the Romanian market and it created, as such, case-law around highly niche contracts that are common in financial markets but are hardly understood on non-specialized environments. We also won a very important favorable decision for global client Pfizer in relation with the claim of a pharmaceutical company concerning the Romanian Ministry of Health’s public acquisition procedure of 13-valent pneumococcal conjugate vaccine. Procedurally, the Court’s solution was important because it is one of the few situations when a Court reversed its initial decision on grounds of violation of the European Union Law Priority principle.” MAGDA DIMA – PARTNER, MITEL&ASOCIATII “The trends regarding the initiation of litigation cases between professionals further to infringement of contractual obligations, failure to pay the amounts due between contractual partners are maintained – which generates a wide variety of litigation cases, ranging from individual debt recovery procedures to insolvency proceedings. Furthermore, there are trends of increase in the number of litigation cases in the tax or administrative sector, particularly further to the frequent legislative changes which have occurred in these sectors.”

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ADINA JIVAN – PARTNER, SCHOENHERR ROMANIA’S DISPUTE RESOLUTION PRACTICE “The structure of the cases remained similar to the one of the previous year. The main area of litigation continued to be administrative and fiscal contentious, and we continued to assist companies in a consistent number of claims for the annulment of decisions ruled by authorities (e.g. tax, competition, consumer protection, energy, environmental) or the annulment of procedures/ award decisions issued by contracting authorities in public procurement. The disputes between business partners continued to generate a good share of work volumes for our firm. We have seen a number of areas continuing to follow the ascending path set over the past years in our firm’s dispute resolution activity, and this includes international arbitration, insurance claims, and whitecollar crime cases.” IOANA HRISAFI-JOSAN PARTNER AT TUCA ZBARCEA & ASOCIATII “As previously mentioned, our law firm has followed the market trend and therefore has handled an increased caseload of public contentious cases and labor disputes. The majority of new cases have been in the field of public procurement law, disputes related to the performance of public contracts (especially construction contracts, including FIDIC), tax disputes and competition law matters. Due to the development of the specific areas of practice within our law firm, there was also an increased number of intellectual property cases and criminal law matters which have been taken on by our law firm during the last year. At the same time, the number of insolvency cases and consumer law cases remained constant.”

Which Lawyer in Romania

RALUCA MIHAI – PARTNER, VOICU FILIPESCU “There was an increase of litigation situations in contentious administrative matters, cases regarding performance bonds related to infrastructure projects, petty offense claims.” IONUT DOBRINESCU - PARTNER, DOBRINESCU DOBREV SCA “It appears that the fiscal authorities have been filtering and targeting major taxpayers for inspection purposes. Such inspections take longer to be finalized and apparently generate more back taxes than those conducted on minor taxpayers. Yet the complexity in details is appalling: the fiscal reports may count in excess of 500 pages and are considerably more difficult to contest. One may now call for a audience during contestation in administrative procedure, yet such pleas remain of little effect as long as the commission of audience does not follow a specific procedure and by law offers no guarantees of impartiality. Needless to say that such big cases are a hard nut to crack not only for the lawyers but also for the Courts of the administrative law who generally lack specialization on arcane fiscal subjects. The tax lawyers are, more often than not, pleading such difficult cases while standing in one foot and with both hands tied behind.”

Litigation

IOAN ROMAN - PARTNER, MARAVELA&ASOCIATII “There was indeed a recent decision of the Constitutional Court of Romania that grants the right to a second appeal, thus many disputes can access and use this second stage of attack, by having the value of the dispute criteria removed. Recently the most significant area involved fiscal disputes, as there are the ones with the highest amounts.” OCTAVIAN POPESCU - PARTNER, MUSAT SI ASOCIATII “Overall, the litigation case roll tends to get more dynamic by the day, as the new implemented legislative solutions were meant to speed up the proceedings. Particularly, due to economic developments, especially in the area of infrastructure or large investments, the number of litigations has increased in public procurement matters and more broadly in administrative law procedures.“

MIHNEA SARARU - PARTNER, PELIFILIP “While some type of cases remained constant over the past few years, such as labour litigation, we noticed that across the entire market there is a clear shift of focus from debt recovery projects to more complex business disputes and especially to administrative litigation. Although the work on insolvency and foreclosure cases remains important, other areas are gaining momentum. According to official statistics, the number of administrative cases almost doubled in recent years and this is confirmed by the structure of work in our practice. Lately, the litigation related mandates received from our clients are focusing on challenges against measures of state bodies (e.g., refusals to grant permits), on compliancerelated cases (e.g., fines issued by the competition council or consumer protection authorities), on public procurement matters and on tax issues (e.g., aggravated taxation of buildings, reconsideration of the taxable base or VAT aspects). We are also expecting a rise of data protection related disputes, after the national authorities will start enforcing the recently adopted GDPR.”

LIGIA POPESCU – PARTNER, WOLF THEISS “Yes, the structure of cases did change in the last year in favor of the areas of law described above. Although the privatization process in Romania is currently generally closed, the surviving court cases between the State and private investors are still particularly challenging due to the high media impact of any issues concerning the privatization of Romanian iconic industrial facilities. In these cases our role consists not only in handling the specific court activities but also in mitigating cultural differences and mediating between the approach of the Romanian authorities and the one of the private investors. In this category of cases the highlight of early 2018 in our practice was the successful rejection in first instance of an €180 million claim filed by the Romanian State through the Agency for the Administration of State owned Asses (AAAS) against our client, a Saudi Arabian Investment Fund, the private investor in a major industrial manufacturer of electric equipment. The most significant tax cases refer to the application of the VAT regime to contracts concluded between a Romanian vehicle and their mother company and the understanding by the public fiscal authorities of the business mechanisms implemented by such contracts. Similarly, the number of disputes in the energy field have increased due to the statutory changes of energy regime substantially influencing the energy market and business models of investors. In extreme cases, such changes triggered even the insolvency and restructuring of significant players; the Dispute Resolution team being involved in some of the most significant insolvency court procedures of this type.”

VIOREL NICOLAE DINU – PARTENER, BONDOC SI ASOCIATII “The structure of the cases did not change radically; however, we saw an increase in administrative and fiscal cases, insolvency and insolvencyrelated matters as well as in public procurement (awarding procedures). Also, as mentioned above, we see an increased number of interesting ad-hoc cases, such as cases related to various state investigations, or linked to social media, medical malpraxis, etc.”

ALINA TUGEARU, PARTNER, ZRP “Considering that the time frame for settling a dispute spans from approximately 1-1,5 years to 2-3 years, there was no significant change in the structure of the cases in the last year. It has been some years now in which we have seen a constant growth of the energy and infrastructure disputes, with no exception this year. Also, starting with 2018 there has been a significant development of the real estate dispute area, which comes naturally after the ever-growing number of real estate transactions.”

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Which Lawyer in Romania

Litigation

Most representative projects BIRIS GORAN SPARL

Assisting BCR, a member of Erste Group, the most important financial group and the largest bank in Romania, in the biggest tax dispute in Romania. Legal advisor to Orange Romania SA, a subsidiary of France Telecom, leading regional telecoms provider, in a euro multi million commercial dispute with a trade partner in the context of latter’s insolvency. Legal advisor to Publicis Groupe, the world’s third largest communications group, in a dispute regarding the annulment of a decision issued by the Romanian Competition Council. Legal advisor to Electrica Muntenia Nord SA, the largest Romanian energy distributor, member of the Electrica Group, in drafting the annulment claims and court representations in two tax disputes. Successfully represented Impuls Leasing in a tax dispute seeking damages from the Romanian tax authorities. On 16 February 2018, the High Court of Cassation and Justice ordered the General Administration of Large Taxpayers to pay record compensations of approximately €1.7 million for mismanagement of VAT reimbursements. The decision is definitive. Specialist lawyers: Gabriel Biris, Mihai Nusca, Gelu Goran, Ruxandra Jianu.

BOGARU & ASSOCIATES

Acting for international consultant in relation to recovery of unpaid invoices from the Romanian state. Acting for a major company in Romania in relation with disputes with suppliers and agents. Acting for an international pharmaceutical company in relation to protection of property rights.

BONDOC SI ASOCIATII

Assisted GlaxoSmithKline regarding a large tax audit performed by the fiscal authorities in relation to particular targeted tax issues specific to the pharma industry, concerning profit tax and claw back tax and related disputes. Represented Facebook Ireland Limited in a civil claim brought by a Romanian lawyer who challenged the Facebook implementation of a system of reporting and removal of false news posts from the Facebook service, on grounds of alleged violation of copyright laws, freedom of expression and unfair competition. This project implicated a cross-practice effort

on a new and of high impact legal and social matter. Representing Merck Sharp & Dohme, Sanofi Romania, Zentiva, Medochemie, Glaxosmithkline, in relation to claims filed before courts of law for the annulment of notification decisions issued by the National Health Insurances House - the NHIH - on payments of claw-back contributions - over 150 cases. The cases have a complex nature, given the fact that the laws regulating such contribution were written ambiguously. Certain legislative developments strengthened the position of the authorities thus raising additional challenges and difficulties in these cases, of constitutional nature or related to internationally accepted due process standards as concerns the conditions of taxation from the part of the public authorities. Representing Fondul Proprietatea in a corporate dispute with third parties, in relation to the appointment of a member in the board of a publicly-held company, Maritime Ports Administration SA Constanta. The dispute concerns the enforcement of special legislation, agreed by the Romanian Government and IMF, on the management of publiclyheld companies. Assisted Medical Equipment Solutions and Applications - MESA, the first panEuropean independent service provider of clinical and diagnostic imaging maintenance services, in a dispute with the Romanian health regulators on the adoption of specific requirements for the acceptance of reimbursement from the public health insurance fund of the cost of maintenance services for imaging devices in clinics and hospitals. The challenge brought before the courts and the Competition Council, posed particular regulatory and competition law issues insofar as a discrimination of independent service providers occurred as a result of the implementation of the challenged requirements. The first court has already stayed the challenged regulation and established the nullity of the relevant legal provision. Specialist lawyers: Lucian Bondoc, Viorel Dinu, Ioana Katona, Monica Iancu.

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII

The law firm provides for OMV Petrom Group, constant legal assistance and

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representation in court in connection with all the disputes in which the company is involved in the public procurement, employment and administrative areas - mainly misdemeanour law. Thus, the legal services consist of drafting and/or reviewing all the procedural documents needed during the entire duration of such complex and numerous disputes this assignment triggers involvement in a constant flow of over 100 disputes in the areas mentioned above. The law firm provides current legal assistance and representation in court for Cromwell Property Group a leading European real estate investment manager, as regards all disputes to which the Romanian subsidiaries of the Group are party, ranging from tenancy/land and administrative cases to debt recovery/ insolvency & bankruptcy causes. The legal services consist in the preparation of all procedural documents and representation in court in a constant flow of over 25 disputes in the areas mentioned above. The law firm currently assist Minerva Group of companies - a major Romanian real estate player in the fields of commercial spaces, office buildings and hotels - in its shareholders’ disputes with the institutional minority shareholders. The disputes require a significant expertise both in business law field, as well as the capital market requirements. The law firm provides legal assistance and representation in court for Benevest Agra and Decalux Agra - two Romanian investment vehicles created by Austrian businessmen - in connection with various issues ranging from corporate disputes - e.g. exclusion of a shareholder and engagement of liability - to reimbursement of payments originating in the subsidies granted by the relevant state agencies for the harvesting campaigns and delivery of agricultural products. The law firm successfully represented Prutul SA before the competent courts in relation with annulment of certain tax decisions issued by the Romanian tax authorities against the company. The law firm successfully represented Bravo Europa and Parc Industrial Bucuresti Est before the Romanian tax authorities and competent courts in relation with the annulment of several tax decisions issued against these companies. Specialist lawyers: Radu Boanta, Stefan Crangasu.

Legal Opinion

Managing our digital legacy… in Court by Ionut Dobrinescu, Dobrinescu Dobrev Hard as it is for taxpayers and sophisticated corporate litigators to push a case through the Romanian legal system, it seems that the authorities would only may it harder, much to their own discontent. The volumes of paperwork and electronic data under processing in a fiscal inspection, for instance, are staggering. The current practice of the inspection teams is to have any and all written documents duly scanned and digitally archived under the overwhelming impression that no piece of information is left behind, regardless whether this is ultimately quoted in the fiscal report, or not. The taxpayers, and their lawyers, are more often than not presented with a several hundred pages long fiscal inspection report accompanied by a USBmemory stick loaded with thousands and thousands of pages of supporting scanned documents – literally gigabytes of insanely digitized and inefficiently stored docs. Handling and crunching such volumes of data as a teamwork in the dropbox cloud, could be a good idea for tax advisers and litigators, yet this only leads to new additions of scanned documents deemed to be relevant further on in contestation. When ultimately the case is presented to a court of law, the volumes of data is beyond normal imagination, and far out of reach for a single judge. The civil procedure code (art. 266-267) allows indeed for the written documents to be filed and administered in electronic format into the court cases. The law says that electronic documents are just as admissible as evidence as paper documents, providing that they do comply with... the legal requirements. The next article just adds that electronic documents must observe the provisions of other special laws. This is not very enlightening for the normal court client, and is surely confuse for the generally untrained court staff. There is a big evolutionary gap in the actual handling of electronic documents in the Romanian courts of law, from other civilized nations. Unlike paper files, electronic files are easier to store and access, but they are also just as easy to

manipulate, fake, or compromise. The special laws 445/2001 (electronic signature) and 135/2007 (electronic archiving), old as they are, are still little understood and have seen little to no implementation at all in our general administrative and judicial practice. Basically the current laws would require that the electronic documents be electronically signed or certified with digital certificates authenticated in public hierarchy, issued to naturally identifiable persons, duly archived in standard WTO approved PDF formats, hashed and checksum-ed to prevent alteration, and ultimately encrypted to prevent accidental or intentional dissemination. None of these legal and technical requirements have become standard practice in our courts so far. Joyful that there is less paperwork to handle, the court staff eagerly accepts electronic documents simply stored on CDs or pen drives, or even linked to cloud storage. Their regime of circulation is at best unclear and the interested participants’ access to the same storage facility or electronic support is far from granted. In fiscal litigation, the fiscal authorities themselves will always be the first to submit loads of electronic documents, digitally stored (usually just scanned) in a spectacular variety of wild formats, whenever they do not prefer to submit parts of it also in print, in order to just baffle the judge with the apparent tremendous minutiae of their work. Needless to say that none of us truly believes that hundreds of megabytes of data graciously parked on digital storage will ever be consulted and deemed useful by judges, yet serious steps need to be taken to that effect. Moreover, such PDF files should be standardized under some the internal requirements of the courts of law, in order to at least ensure that the content is legible and accessible, to say nothing about credible! Large PDF envelopes of photo-scanned documents should at least be bates-numbered and downsized to efficient 300 dpi B/W formats, next parsed under a specialized

(and duly licensed) optical character recognition software (OCR) in order to allow keyword searches, commenting and meta-tagging. If only some interest were paid by the Ministry of Justice (on logistic issues) and by the Superior Council of the Magistrature (on associated legal requirements), the consultation of big electronic data in court cases could easily turn from total pain to pure joy. The legal professions, if they chose to get involved, could also do a lot of good to advance this progress, as most of the digital handling facilities are already implemented at corporate intranet levels. It is my humble expectation that the important subject of court evidence handling could finally come into focus in order for all the participants to ultimately have a really good time… in Court.

mobile: +40723000497 fax2mail: +40318167314 Intrarea Roma nr. 7, 011772 București Sector 1

Please refer to the decisions of the European Court of Justice in cases C-324/11 Gábor Tóth and C-277/14 PPUH Stehcemp Study on the feasibility of alternative methods for improving and simplifying the collection of VAT through the means of modern technologies and/or financial intermediaries 3 https://ec.europa.eu/taxation_customs/sites/taxation/files/resources/documents/common/consultations/tax/future_vat/com2010695_en.pdf 1 2

Which Lawyer in Romania

CLIFFORD CHANCE BADEA

The team has secured a very important favorable decision for global client Pfizer in relation with the claim of a pharmaceutical company concerning the Romanian Ministry of Health’s public acquisition procedure of 13-valent pneumococcal conjugate vaccine. Secured a favourable decision for BRD Societe Generale in relation to a claim concerning interest rate swaps -IRS - raised by Metexcom at the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania. The team has secured a favourable decision for a major Romanian bank before the Tribunal in connection with a cancellation claim filed by an insolvent company in connection with several sell-out transactions concluded before the initiation of the insolvency proceedings. The litigation practice has secured a favourable decision for a major real estate fund active in Romania, in relation to the insolvency procedure of a real estate developer in Romania. The litigation practice has successfully represented the biggest Romanian investment fund, before the High Court of Cassation and Justice on further on before the Bucharest Court of appeal in connection with the ownership of a significant package of shares held in a State-owned company. Specialist lawyers: Simona Neagu,Vlad Peligrad, Sabina Hutanu, Calin Dragoman,Stefan Dinu, Adrian Rotaru

DENTONS EUROPE

Successfully represented Auchan in obtaining the annulment of the €5 million fine imposed by the Romanian Competition Council to Real Hypermarkets. Successfully represented the subsidiary of CEZ Group in connection with a claim for annulment of the building permit for the largest wind farm in Romania, worth €1 billion. Secured a favourable judgment for the client – an international rubber and tire corporation - in connection with dismissal of challenge regarding the firing of general manager and dismissal of claim for alleged performance bonus. Representing the owner of the landmark shopping center in Bucharest in connection with multiple insolvency litigations where the company acts both as debtor and creditor. Represented prominent Turkish shipping company in the process of recognition and enforcement of an arbitration award

Litigation

issued by the London Court of International Arbitration. Specialist lawyer: Tiberiu Csaki.

DOBRINESCU DOBREV SCA

Assists Nicoltana SA, a growing business in mineral water field, producing “Keia”, in a very modern and well-equiped factory near Ciucas Mountains, in a dispute concerning the exercise of the right to deduct in the case of a complex financing mechanism. Respresents Romstal Imex, the biggest Romanian company in the field of sanitary installations, which extends it s activity in 6 other european countries in a tax litigation regarding the environmental fund. epresents CTP Gamma, part of one CTP group which owns the largest integrated system of premium business parks in Central Europe, in a litigation implying VAT additionally collected for rents granted free of charge. In Romania CTPark Gamma develops CTPark Bucharest West which is expected to become the largest business park in Eastern Europe. The team represents Holzindustrie Schweighofer in front of the courts of justice, in all tax litigations. Following a tax inspection, the Company received an assesment of supplementary profit tax and VAT, which right now form subject of a Court case. Schweighofer Group and has its origins in an Austrian family business with over 400 years of experience in the wood processing industry. Currently, the Group is a leader in the wood processing industry in Europe, also having operations in the production of viscose, bioenergy, forestry and real estate.We also assisted the company in the debt-scheduling procedure. Specialist lawyers: Luisiana Dobrinescu, Lelia Grigore, Ionut Dobrinescu

GRUIA DUFAUT LAW OFFICE

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procurement litigations before national courts and in administrative proceedings. Court representation of a major agricultural company during various claim recovery procedures. Representation of a foreign-owned company in various enforcement procedures, including before the judicial bodies. Assistance of a company activating in the railway infrastructure sector in an intellectual property litigation (patent). Specialist lawyers: Cristina Bojica, Loredana Van De Waart, Teodora Koletsis, Laura Marinescu Ionita.

IONESCU SI SAVA

The dispute resolution team has assisted and represented Mercedes-Benz Romania in numerous litigation and foreclosure proceedings filled against the client’s customers, both individuals and legal entities. The team has successfully provided the client legal representation and assistance services before the Romanian courts and bailiffs with regard to such debtors and recovered on behalf of the client a significant amount of money. Assisted the Romanian air company, TAROM SA, in all its litigation, except for labour cases. The law firm handled on behalf of the client an extremely varied range of cases, from criminal fraud against its interest and debt recovery, to consumer protection and travelers’ rights cases to administrative disputes with various control authorities. Application of legal provisions related to claw-back tax (requiring drug manufacturers to return to the Romanian state part of the profit generated by sales of compensated medicines which exceeds the amount allocated to them by the National Insurance Fond) in Romania has been highly debated in courts since 2009. The litigation team renowned for its expertise in administration of litigation in pharmaceuticals sector, has successfully obtained for Torrent Pharma a court’s decision which annulled the claw-back tax for the fourth quarter of 2013, as imposed by the National Health Insurance House. The dispute resolution team has assisted and represented a real estate investor before the Romanian courts in a dispute against an important Finish roofing solutions manufacturer, having as object the requisition of a land plot estimated to a value of more than €1.3 million. The litigation between the plaintiff and the defendant has been finally resolved by concluding a transaction. The team has

Which Lawyer in Romania

also provided the client legal assistance and consultancy services both during the negotiations and conclusion of the transaction in connection to the land plot subject to the litigation. The dispute resolution team provided assistance and representation services to Star Transmission, one of Daimler AG subsidiary in Romania, in nine disputes with former employees. These litigations had as object the recovery of training expenses advanced by the client for the training within Daimler AG of these employees, following the non-fulfillment of their obligations provided under the individual labour agreements. Specialist lawyer: Alina Neagu.

KINSTELLAR

Successfully advised and represented the French pharmaceutical company Laboratoires Madaus and Italian pharma company Rottapharm in court proceedings against a claim made by a Romanian distributor related to the termination indemnity of a distribution agreement. The team represented the client in front of the Bucharest Tribunal (in the first court of instance), the Bucharest Court of Appeal (in two first appeal court phases) and the High Court of Cassation and Justice (in two second appeal phases) related to the alleged unlawful termination and termination indemnity of a distribution agreement of medicines on the Romanian market. Advising and representing WTA Tour Inc., the worldwide professional tennis tour for women, in a high-value, complex and sensitive court case involving cross border issues as well as tort, regulatory and sports’ law matters. Advising Siemens in several cross-border cases involving contentious, white-collar, money laundering, employment and contractual law issues. Successfully advised and represented Bancpost SA and ERB New Europe Funding II B.V before Bucharest Courts on a class action triggered by 31 claimants for alleged abusive provisions in credit agreements. Successfully represented Forest and Biomass Romania SA before the Timis Tribunal and Timisoara Court of Appeal in a litigation against the Payments and Intervention Agency for Agriculture (APIA), having as object drought subsidies, in a high profile case involving environmental law angles. Specialist Lawyers: Remus Codreanu, Bogdan Bibicu, Diana Rogozea, Vlad Simion.

MARAVELA&ASOCIATII

Litigation

Advising Astra Holding on the acquisition of Jolidon, a Romanian textile producer with global presence - 60 countries undergoing insolvency proceedings, including all related and arising disputes. Assistance includes complex strategy, filing the insolvency commencement request, coordinating the judicial administrator and other players involved, court representation, assisting on purchase of receivables, takeover of immovable assets, enforcement procedures against the debtor and the guarantors, etc. Matter is important due to the size of the target and difficulties stemming from the transboundary acquisition of the core distressed assets. Retained by the client, a local public authority, for representation in four cases in order to obtain damages following the failure of three private contractors to design, execute and properly equip a hospital in the region. Currently the parties are discussing the procedural defence put forward by the counterparties. Also debating the admissible evidence, which is very complex for this type of claims arising from construction contracts. The matter is important as the law firm is dealing with a high value PPP contract and the parties involved are high profile construction and electronic companies. Legal work includes the assessment of the documents, drafting the strategy and court representation. Representing the client, major Austrian construction company, currently undergoing insolvency proceedings, in a high-value VAT reimbursement claim with the Romanian Tax Authorities - €15 million and the contestation of the Tax Authorities’ decision, following a fiscal investigation by the latter. The case is relevant considering the amount in dispute. Fiscal legal disputes usually take several years to complete, as the matters are very complicated and require the performance of a complex judicial expertise to validate the amounts. Representing one of the largest project management Romanian companies, in connection with several disputes concerning a highly complex public acquisition contract. The legal work includes advising on preliminary strategy, drafting SWOT analysis and other relevant preliminary documents aimed preventing the dispute, court representation, drafting litigation memorials, negotiating, updating and retrieving the acquisition price, etc. Successfully concluded a case file defending against claims in excess of €2.8 million. Currently representing the

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client in a matter deriving from the same public acquisition contract, claiming the final instalment of the contractual price. Representing Salomon SAS, an important European sports equipment manufacturer, in connection with a case regarding counterfeit products involving IP aspects and criminal proceedings. Legal work includes strategy planning, drafting litigation documents, court representation, white collar crime work. The matter is important due to the size of the client, as well as the high complexity of the dispute involving a closely coordinated, multidisciplinary approach. The dispute relates to a Chinese counterfeit products manufacturer and two Romanian companies providing large scale import services and distribution. Specialist lawyers: Ioan Roman, Felix Tapai.

SCA MITEL & ASOCIATII

Successfully represented MVM Future Energy Technology (former Hivatalos) in connection with a complex litigation having as subject matter claims arising from electricity supply contracts concluded with Electrica Furnizare, whereby the latter would demand payment for reactive energy, based on what was proven to be an inapplicable legal framework. Provided legal assistance to AgroHolding Contesti and also assisted the company in several complex disputes (in terms of procedures and also on the merits of the case) having as subject matter decisions issued by APIA or by the administration, which subsequently wrongfully considered that the documentation did not entitle the company to EU non-reimbursable financing. All proceedings have been successful until now, in some cases final awards being passed. Provided for the client, Armonie Investitii, legal assistance and representation in an administrative litigation having as subject matter the annulment claim of a construction permit that authorized a multi-million-euro residential project, filed by individuals and non-governmental environmental organizations, whereby allegations of breach of environmental provisions were also raised. The claim was definitively dismissed by the courts of law. Specialist lawyers: Magda Dima, Teodor Hnatec.

MUSAT & ASOCIATII SPARL

Representing KMG International NV and its affiliated companies - Rompetrol Rafinare SA, Oilfield Exploration Business Solutions SRL, one of the most important petroleum

Which Lawyer in Romania

companies from CEE - with activities in over 12 countries in relation to €1.6 billion civil liabilities and commercial claims following the investigation performed by the Romanian authorities - the Public Prosecutor’s Office attached to the High Court of Cassation and Justice, regarding the conditions for the privatizations procedures of one of the most important companies currently owned by KMG Group International NV - Rompetrol SA, Petromidia SA, Vega SA, etc., the taking over by these companies of the Romanian state debts derived from the petroleum exploitation from Libia, the negotiations with the Romanian Government of the instalment conditions of the historical debts due by part of the companies, etc. and consequently the engaging the civil responsibility of the legal persons implied in the above mentioned procedures. The novelty and importance of the mandate derive from the impressive amount requested by the Romanian authorities as damages - over €1.6 billion, but also from the high complexity of case within the Romanian jurisprudence of the legal matter involved. Assisting and representing the Romanian National Railway Company in a highstake international commercial arbitration under the ICC Rules entailing multiple claims and counterclaims regarding a multitude of complex contractual, jurisdictional, and legal matters. The dispute arose in connection with one of the largest infrastructure project in Romania estimated at €828 million and financed by the European Investment Bank and the European Union regarding the rehabilitation of a major railway border line. The law firm represents the Romanian National Railway Company as sole legal counsel in connection with all relevant aspects of the arbitration proceedings, including inter alia the preparation of written submissions, assistance during the evidentiary hearing, as well witness and expert cross-examination. Successfully representing Kaufland Romania, the leading retail player on the Romanian market, the local division of German retailer Schwarz-Gruppe, in a variety of files related to the protection of consumers, civil nature or commercial derived from the current activity of the retailer. At the same time, the law firm has successfully represented Kaufland in the most important investigation conducted by the Romanian judicial authorities on the largest surface of land restituted in Bucharest, with a special impact on the

Litigation

client’s activity by affecting the largest profile store developed in Romania by Kaufland. The importance of the case was given by the fact that Kaufland wasn’t part of the investigation process and was summoned at the last appeal hearing, the legal team having just few days to prepare all the necessary documentation which involved both matters of criminal and civil legislation, as well as property legislation. Successfully representing Toshiba Transmission&Distribution Europe SA, a high reputed developer of technology of transmission and distribution systems for over 100 years, in various court cases, regarding the enforcement proceedings for recovering a debt of €35 million. The importance of the cases derived from the complex proceedings carried out in several countries, including foreign jurisdictions, but foremost from the novelty of the legal solutions identify by M&A, which lastly determined in the end the ruling by the High Court of Cassation and Justice of decisions for guidance of the Romanian courts in respect of enforcement proceedings. Successfully representing Leoni Group Leoni AG and its Romanian affiliate, the leading global supplier of wires, cables and wiring systems as well as a provider of related development services, in various court cases related to the investigation of a transnational informatics fraud, which lead to a series of fraudulent transfers in amount of €40 million. The assistance includes the full spectrum of cases, including assistance in front of various authorities, employment and corporate matters, compliance matters etc., which entailed the implication of a multidisciplinary team of highly experienced lawyers. The importance of these cases derived especially from the complex investigations carried out in several countries and under foreign jurisdictions. It is for the first time when an important company was involved in a large IT fraud in Romania, and the specialization of the team of lawyers involved in the case was essential both in stopping illicit actions and in triggering internal investigations and criminal investigations by Directorate for the Investigation of Organized Crime Offenses and Terrorism. Specialist lawyers: Gheorghe Buta, Octavian Popescu, Gheorghe Musat, Liviu Togan, Nela Petrisor, Alexandru Terta, Bogdan Lamatic, Adrian Chirvase, Stefan Diaconescu, Iulian Popescu, Iuliana Iacob, Ramona Cirlig, Cosmin Libotean, Angela Porumb, Dana Bivol, Elena Cirlig, Ioana Varga.

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NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Successful representation of an aviation company in first instance of client in a complex litigation related do damages caused by purported state aid and breach of competition laws and directives, in the first case of the kind on the Romanian market. Representation of the largest Romanian fertilizer producer in a commercial litigation having as object a claim of loss of profit against the client for a allegedly breach of a railway transportation framework contract. Assistance to one of the leading companies in Italy in the field of green energy in negotiations and public procurement processes for concession agreements over agricultural land for organic activities in the Danube Delta. Representation of the National History Museum of Romania in a public procurement litigation related to the modernization of the museum. Specialist lawyers: Ana DiculescuSova, Emil Bivolaru, Sorina Olaru, Radu Damaschin, Peggy Suica-Neagu, Marius Ezer, Daniela Gramaticescu, Valeriu Mina, Oana Partenie, Catalin Radbata.

NOERR

Represented a leading service provider for on-the-road goods and services in Europe, in tax and customs litigations of over €12 million. Representing Saf-Holland in several disputes amounting to €1 million. Assistance and representation in various disputes. Client: Samsung Electronics Represented a global discount supermarket chain, in a civil dispute on civil liability of over €2 million, regarding damages suffered from actions of third parties. Currently representing a major Austrian bank in court proceedings and debts recovery cases amounting to over €3 million, born from the repayment of multiple bills of exchange. Specialist lawyers: Alexandru Ene, Raluca Botea, Razvan Caramoci.

ONV LAW

Successfully advised and represented a technical consultancy and supervisory domestic firm in a litigation against a regional operator of the water supply and sewage network from an important county in Romania. The litigation is related to contract termination and claims arising from the termination of a contract of

Which Lawyer in Romania

technical assistance and supervision of FIDIC Contracts for design and execution of works. Court ruling was in part in favour of client’s claim, deciding the restitution of 75% of the total amount claimed. Represented a major international client in the arms industry in a multi-million dollars arbitration case before the International Commercial Arbitration Court attached to the Romanian Chamber of Commerce concerning claims raised by our client in a dispute related to product conformity. Advised and represented one of the largest Italian highway construction companies in various tax disputes related to VAT issues and in relation to the fiscal regime of the Romanian branches, established by foreign companies subject to merger in their state of origin. Successfully represented a major international manufacturer of wood products in several insolvency cases submitted by economic operators aiming to open the insolvency procedure for an alleged debt in a substantial amount. Successfully represented a national press group in various litigation issues, including a litigation related to the voluntary initiation of the insolvency procedure and the restructuring of its loans of approximately €1.5 million, and the preservation of its trademarks, evaluated at approximately €1 million. Specialist lawyers: Mihai Voicu, Alina Bilan, Catalina Lazar, Sinziana Barbieru, Vlad Bastucescu, Lorena Ciobanu, Mihaela Nastase, Alexandra Dragan.

PACHIU&ASSOCIATES

Successfully represented Leonardo S.p.A., a global high-tech company and one of the key players in Aerospace, Defence and Security, within a tender procedure organized by the Romanian Ministry of National Defense regarding the most relevant agreement within 4CI (command, control, communications, information) - the command-control solutions. The tender procedure is still ongoing and the value cannot be disclosed. Assisted one of the world’s leading integrated energy companies, in different litigation cases related to exploration and production of natural gas. Most of the cases are related to the access of the title holder of a Petroleum Agreement on the lands of owners in the petroleum block, based on the easement right. The law firm also successfully assisted the client with the claims submitted by various NGOs for the annulment of the Petroleum Agreements. The assistance also included disputes

Litigation

having as object the declassification of such petroleum agreements promoted by several non-governmental environmental protection associations. The complexity of such litigations lies in the fact that the courts are not specialised in the petroleum law, especially when it comes to gas from shale, which lacks a clear regulation framework. The value cannot be disclosed. Successfully represented Angelini, a major pharmaceutical company, in various litigations against Romanian National Health Insurance House regarding the clawback tax. The value cannot be disclosed. Assisting and representing Porsche Immobilien in several cases of expropriation performed by the Romanian State and Bucharest Municipality. The complexity of such files lies in proving the damages incurred by the business of the companies from Porsche Group due to the expropriation procedure, with direct effects on the incomes of the company. The value cannot be disclosed. Successfully represented two Romanian wine leading producers, Tohani and Edelweiss, in various litigations against the State Domains Agency for amounts abusively claimed by such authority as royalty difference based on concessions of the plots of land with vine plantations. Representing such companies in litigations against the Ministry of Agriculture and the State Domains Agency regarding the fulfilment of the contractual obligations. Specialist lawyers: Laurentiu Pachiu, Adriana Dobre, Raluca Mustaciosu.

PETERKA&PARTNERS

Legal advisory services to Iveco Capital Services and Iveco Truck Services, two Romanian subsidiaries of CNH Industrial Group, operating various business activities within the automotive industry, including the management of their portfolio of receivables as well as the sale of industrial trucks and secondary operations, in connection with insolvency procedures, debt recovery and the administration of the creditor’s portfolio of receivables. The services provided to the client include representation before Romanian courts in trials concerning insolvency and debt recovery procedures, and also negotiating with debtors. Legal assistance to Channel Crossings Limited, a private company based in Cyprus, in relation to enforcement procedures and litigation matters, in view of recovering receivables in the amount of approximately €3 million. The legal

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assistance involved the coordination of lawyers in several jurisdictions (France, Monaco and Romania) with the view of recovering the abovementioned receivables, also taking into consideration that enforcement in Romania was severely affected by the fact that criminal proceedings have begun against the debtor. Legal advisory services to Royal & Sun Alliance Insurance a multinational general insurance company based in UK, in respect of a litigation for recovering the amounts paid by Royal & Sun Alliance Insurance to its client on the basis of the insurance agreement from the party responsible for causing the damages and its insurance company. The litigation involves analysing both the Romanian and the UK legislation, as the parties involved are established in these two countries, the insurance agreements are concluded in accordance with the laws of these countries and the event that generated the damages was produced in the UK. Specialist lawyers: Cosmina Romelia Aron, Letitia Silaghi.

POPOVICI NITU STOICA & ASOCIATII

Assisted the following clients: Air France, AkzoNobel, Ameropa, Auchan, BLOM Bank, Deutsche Leasing, Enel Energie, Farmexim, Fondul Proprietatea, Hochtief, Immofinanz, Nubiola, Philips, SAI Certinvest, SAP, SIVECO.

RADU SI ASOCIATII | EY LAW

Providing legal assistance to Prio Biocombustibil, which was damaged by the illegal discontinuation of its activity as a result of the revocation of the tax warehouse permit by the tax authorities. The dispute resolution team previously assisted the client with the annulment of the decision to revoke the tax warehouse permit and other administrative deeds. The current €11 million claim aims at obtaining compensation for the damages incurred. Providing legal assistance to Petrotel Lukoil SA which, along its majority shareholder and part of its management, have been criminally investigated for using the credit of the company in bad faith, money laundering and tax evasion - e.g., assistance regarding the commercial and tax aspects of the accusations before the criminal investigation bodies, the preliminary chamber judge and the first tier court, challenging the precautionary measures imposed on the bank accounts and assets of the former. The total value of the case is of €1.5 billion.

Which Lawyer in Romania

Providing legal assistance to ECO NRG in relation to the annulment of the administrative deeds issued by the Ministry of Agriculture and Rural Development which withdrew the advantage obtained within the funding from the European Union Structural Funds for the implementation of the project “Farm for intensive fish growth”. Also assisted the client with challenging other administrative deeds issued by the same authority which claimed irregularities in the public procurement procedures during the Operational Programme for Fisheries 2007-2013. The total value of the claims is €850,000. Providing legal assistance to a leading integrated local agribusiness in several case files regarding the non-performance or breach of transport agreements concluded with various contractors. The total value of the pending claims is €3.2 million. Providing legal assistance to an important player in the iron and steel industry during a public procurement procedure related to BRUA pipeline project - Bulgaria-RomaniaHungary-Austria gas pipeline. The team helped the client challenge the contracting authority’s wrongful decision to dismiss the client’s bid. The value of the project is €199 million. Specialist lawyers: Emanuel Bancila, Octavian Adam, Laura Dimofte, Violeta Geru, Alexandru Oana.

RADULESCU & MUSOI ATTORNEYS AT LAW

Represented the client in litigations regarding corporate issues, corporate division, execution of warranties, and commercial liability. Assisted the client in successfully challenging in court the public tender documentation drafted for the operation of a county waste-management plant. Assisted and represented the client in all types of litigation covering over 6 counties. Represented the client in complex insolvency regarding corporate clients with high exposure. Among others, we drafted and revised the necessary documentation, including reorganization plans, and represented the client in all litigation stages. Assisted and represented the client in several disputes regarding contractual liability and corporate disputes between shareholders. Among others, the team has drafted all the necessary documentation and represented the client in court. Provided representation and assistance in a high value arbitral case regarding contractual liability. Specialist lawyers: Roxana Musoi, Marius Iosif, Voicu Cheta.

RTPR ALLEN & OVERY

Litigation

Currently assisting the most important Hollywood studios - including Paramount Pictures Corporation, Sony Pictures Entertainment Inc., Twentieth Century Fox Film Corporation, Universal City Studios Productions LLLP, Walt Disney Studios Motion Pictures, Columbia Pictures and Warner Bros. Entertainment Inc. in the first site blocking case which has ever been tried in Central and Eastern Europe, by suing internet service providers with the aim of blocking pirate movies websites. Currently representing Rio Bucovina part of the Maspex Group, one of the largest mineral water bottling companies in Romania, in relation to a high profile unfair advertising dispute against a close competitor - Carpathian Springs in relation to an aggressive marketing campaign of the latter. This marketing campaign created a strong reaction from a series of public authorities and consumer groups. So far the team was successful in blocking it through an emergency injunction. The case continues on its merits and involves other authorities as well, such the National Audio-Visual Council or Ministry of Finance. Successfully represented Midtown Retail before the High Court of Cassation and Justice in a complex real estate litigation concerning a restitution claim filed by the formerly expropriated individuals for a plot of land where a supermarket is built. The litigation was initiated in 2006 and it involved five technical expert reports. The case file has been sent for re-trial three times by the High Court of Cassation and Justice and has been the subject of a relocation request. The complexity of the litigation was determined both from a perspective of civil procedure related issues - in the context of administrating three topographical expert reports which addressed a series of technical issues, intervention requests/change of venue application, retrials- as well as from the merits perspective, in relation to which it was necessary to prove that in our case there are applicable derogatory provisions from the rule according to which the land is subject to restitution in kind. Successfully represented Industrial Engineering and Contracting NV in a tax litigation against the National Agency for Fiscal Administration in front of the Bucharest Court of Appeal. The company requested VAT reimbursement of approximately €1 million. The core issue in the case was to accurately determine the nature of services provided and implicitly the place of taxation of the respective operations in order to establish the applicable VAT regime and NAFA’s obligation to reimburse

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the VAT paid in Romania by the non-resident legal entity, which is not registered for VAT purposes in Romania. Currently representing Electrica in a claim exceeding €800 million in relation to privatisation issues. The Administration Company for State Energy Stakes -SAPEsued Electrica, former managers and directors, the Ministry of Economy and the Ministry of Energy for alleged damages caused by Electrica’s historical failure to monitor the fulfilment of the post-privatisation obligations undertaken by the investors who acquired shares of the privatised companies for which Electrica acted as seller, as these obligations resulted from the privatisation agreements. Specialist lawyers: Valentin Berea, Vicu Buzac, Adriana Dobre, Ana Popa (Nedelcu), Lucian Mihai.

SCHOENHERR & ASOCIATII

Assisted various clients in a consistent series of high-stake arbitration cases. Schoenherr Partner Emeric Domokos-Hancu won the Barbulescu v. Romania case at the European Court of Human Rights. The ruling will become law in the 47 countries that have ratified the European Convention on Human Rights, meaning some members will have to adjust their national legislation. Assisted various clients in a consistent series of tax disputes with an aggregate value of over €200 million. Assisted insurance companies active on the Romanian market in litigation cases referring to insurance claims, with over 150 insurance claims handled over the past year alone. Specialist lawyers: Sebastian Gutiu, Emeric Domokos-Hancu, Adina Jivan.

STOICA & ASOCIATII

Representing and assisting the Romanian regulatory authority in telecommunications (ANCOM) in a litigation regarding claims filed as a result of the issue of an alleged illegal decision. The postal services operator sanctioned by ANCOM with the suspension of the activity for 3 months filed a claim in court after establishing the illegal character of the sanctioning decision and requested ANCOM to pay damages amounting to approximately € 14 million. The first court partially admitted the claim by assessing the damage to approximately € 14 million. Both sides filed an appeal that is currently judged by the High Court of Justice and Cassation. Representing and assisting one of the biggest construction banks in Romania, Romanian Commercial Bank – Construction Bank, in the contestation procedure of the decisions issued by the Court of Auditors regarding the application in Romania of the legislation regulating the savings and credit operations

Which Lawyer in Romania

with regard to construction projects supported by the Romanian State, Bauspar system. The law firm filled a request for suspension of the decision issued by the Court of Auditors that compelled its client to calculate and recover large sums of money for the Romanian State. These amounts represent the premium guaranteed by the Romanian State that was allegedly illegally awarded. The Bucharest Court of Appeal admitted the above mentioned request for suspension. The law firm showcased that the “Bauspar system” from Romania is similar with the European system and that the way in which the local legislation was applied is similar with the way in which banks for construction function in other European countries. The law firm render assistance to the client with regard to the management of the situation occurred as a consequence of the Court of Auditors’ decision and regarding the bank’s clients and its relationship with the authorities. Representing and assisting one of the biggest telecom operators, Orange Romania SA, in a contractual litigation case in which an intermediary company of high added value services filed a claim for damages against the operator for alleged contractual debts. The main issue in the case was the existence of a contractual liability of the intermediary company towards the operating company derived from violating some contractual duties with regard to the object of the added value services. This violation entailed the sanctioning of the intermediary company in accordance with the contractual provisions and the “nonpayment” of the benefits of the intermediary company deriving from the fraudulent activity. In fact, the intermediary company provided similar “services” on three short numbers by using a fraudulent method of attracting the network’s users. A definitive decision was issued by the court. Assisting and representing a major Romanian steel producer, ArcelorMittal SA, before the Romanian courts with regard to a set of litigations derived from the challenging of environmental taxes that were arbitrarily established by the local authorities. As a consequence of these litigations, all won in the merits of the case in the first level of justice and one lost being appealed at the Supreme Court of Justice and Cassation, the local authority reduced to half the environmental tax for the coming years. Assistance and representation of an important telecom company, Telekom Romania Communications SA, in a tax dispute initiated as a result of the recalculation of charges deriving from the assignment of receivables and the purchase of services rendered by third parties as non-deductible expenses with impact on corporate tax and VAT.

Litigation

STRATULAT ALBULESCU ATTORNEYS AT LAW

The Dispute Resolution & Insolvency team of lawyers successfully assisted and represented Vinarte SA, a top Romanian wine producer, throughout the reorganization process of a distressed company. Provided legal assistance and advice with respect to financing and rescheduling the company’s distressed finances, as well as with distressed sales and the acquisition of assets. The team provided legal advice and representation concerning the restructuring and insolvency dispute mediations and litigations. Also guided the purchaser of Vinarte’s assets: assisted in the preparation of the transaction documents and negotiations with the debtor; assisted in the implementation process to ensure the transfer of assets free of encumbrances, registration formalities, employee’s matters, and Competition Council clearance; provided representation in court to challenge the decision of the judicial administrator and the Creditors’ Assembly. Assisting a top construction company in Bucharest in a litigation regarding FIDIC contractual matters arising from a construction agreement concluded with a local public authority, following a public procurement procedure, as Legal Adviser. Assisting one of the leading company on the Bucharest exclusive residential properties, in front of Romanian courts of justice against Bucharest City Hall, in order to alter the Urban Planning for protected areas, in order to assure the ownership right protection of a significant area of real estate. Assisting one of the Europe’s largest productindependent companies and one of the world’s leading renal care service providers, in administrative arbitration proceedings against Authorities regarding unpaid medical services. Assisting the client, one of the most important producers of leather products manufacturers from Europe- (luxury glove manufacturer against Romanian Tax authorities in dispute matters involving transfer pricing with the head company. Specialist lawyers: Silviu Stratulat, Florin Dutu, Andrei Albulescu.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

The law firm supported Caucho Metal Productions, a Romanian subsidiary of large Spanish manufacturer of automotive products in connection to 5 litigation files with respect customs legal issues - European Customs Code Regulation CEE 2658/87 and corresponding Romanian law. Assisted with challenging the classification of goods made by Romanian tax authority, which imposed

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high taxes. Represented Iveco Capital Services, one of the largest global automotive groups as Creditor in a portfolio of over 20 litigation files. The team conducted negotiations with the trustees and debtor; challenged the decisions of the trustee and formed the strategy for the client, assisting with the enforcement. Representation in a claim against the liquidator for breach of duty in the execution of the liquidation procedure and offered assistance in representation to seek the replacement of the liquidator. The law firm is assisting a large scale portfolio of court files - 300 in total - of the liquidator of Astra Asigurari. The law firm lead the defense against challenges filed by the creditors in relation to the creditors table. Representation of Global Automotive in 5 litigation cases, 3 of which refer to VAT refunds that were rejected by the tax authorities. The law firm assisted the client following a tax inspection, in VAT refund claims, whereby the authority claimed that the client did not provide enough supporting documents. One case was won at the Bucharest Court of Appeal and others are pending. Advising Siemens Gamesa Renewable Energy SA in a claim against the tax authorities. Gamesa intended to re-activate its VAT code and conduct certain deductions. The tax authorities rejected the client’s request. The law firm represented the client before the authority and eventually challenged the decision in court. Subsequently, the team requested the Court to refer to the EUCJ the question relating to the application of the Directive, inquiring if a national tax authority may impose further conditions to the VAT Directive? The Romanian Court which rarely approves a referral to EUCJ, agreed to issue the referral and suspended the case. EU referral case: C-69/17. Specialist lawyers: Nicoleta Mihai, Alexandru Stanoiu.

TUCA ZBARCEA & ASOCIATII

Legal assistance and representation services in relation to an ICSID arbitration, seated in Washington, initiated by the clients against the Romanian State on the basis of the Agreement between the Government of Canada and the Government of Romania for the Promotion and Reciprocal Protection of Investments - Canada BIT - and the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of Romania for the Promotion and Reciprocal Protection of Investments - UK BIT. Assistance and representation to a local bank in numerous disputes arising from the loan contracts concluded between the credit

Which Lawyer in Romania

institutions and their clients. Advising and representing a global player fully focused on rail transport in court proceedings regarding public acquisition contracts worth €330 million. Legal assistance and representation services provided to a legal entity of national interest, the only Romanian football authority acknowledged by international bodies – FIFA and UEFA, before the courts of law in complex civil disputes, concerning damage claims of over €250 million. Assistance and representation to a Spanish company in court proceedings regarding a dispute arising from a management delegation agreement for sanitation services concluded with a public authority. Legal assistance and representation to a logistics company in connection with a civil action filed against the company, claiming the recovery of an area of approximately 2800 sq.m. of the real estate - land and construction - used for carrying out business activities in Romania. Legal assistance and representation services to a construction company in relation to an arbitration proceeding under the Rules of the International Chamber of Commerce regarding a major Romanian project in transport infrastructure. Specialist lawyers: Ioana Hrisafi, Levana Zigmund, Ana Puscasu, Oana Gavrila, Ionut Serban, Ioana Gelepu, Christina Vladescu, Cornel Popa.

VOICU & FILIPESCU SCA

Assistance and representation of an important chain of supermarkets, in a liability claim against one former employee who launched accusations in public media regarding unhealthy practices of the company in relation with the alimentary products sold. The legal claim was admitted in first and second instance and administration of the file included a complex evidence consisting of an accountancy expertise, interrogation of 14 witnesses and submission of criminal complaints against the former employee, including for the attempt of threatening our client’s witnesses. Assistance and representation of a city hall of a city in Romania of 115.000 inhabitants, in a series of litigation cases, including conflicts with a state owned water company, complaints against decisions of the state authority with attributions of control for use of public funds, problematic insolvency cases having the City Hall as a majority creditor- over 150 files and also legal claims against individuals who failed to pay their taxes to the local budget The project is complex due to the importance of the cases for the City Hall and the number of

Litigation

cases administrated. The files involve good knowledge of civil law, administrative law and insolvency law. Assistance to the Romanian subsidiary of one of the largest insurance groups in Germany, in a series of litigation cases concerning employment matters, as well as in a litigation case regarding a claim of approximately €1,85 million and in an insolvency litigation case regarding a claim of approximately €11 million. Assistance and representation of one of the most important insurance companies in Romania in a litigation case regarding a claim of approximately €1 million filled by an insured hotel that was destroyed in a fire for payment of indemnity for the construction, movable assets from the building, as well as loss of profit due to the lack of use of the building. The solution obtained is important due to the non-unitary case law of the courts of law in Romania, including the High Court of Cassation and Justice, in respect of granting of indemnities for movable assets. Assistance and representation of an important German-based global diversified retail and wholesale/cash and carry group, in a complex labour litigation case, involving dismissal of a human resources manager, requesting for integration and payment of overtime and moral damages, amounting all to €250,000. The dismissed employee’s complaint was rejected and the plaintiff received only part of the overtime proved in court. Assisted the Romanian waterway authority in front of the FIDIC Dispute Adjudication Board for claims filed against the client by the contractor as well as ongoing assistance in relation to the legal claims in Court for a value of compensation requested by the contractor of €5.6 million. The law firm obtained a positive outcome for the client in FIDIC procedures, by which one initial claim of the contractor was significantly reduced and the other one rejected in its entirety. P Specialist lawyers: Raluca Mihai, Alica Ene, Victor Cochirleanu, Simona Merdariu.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Successfully representing a Saudi Arabian Investment Fund, in first instance before the Bucharest Tribunal in a dispute initiated by the Romanian State in relation to the privatization of one of the largest industrial players in the field of electric equipment. The assistance included preliminary settlement negotiations with the Romanian State, where we managed to obtain a

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reduction of the settlement from €300 million to €180 million and, finally, the claim was dismissed. The case is still ongoing as it is expected that the State will use all available appeals. Successfully representing in first instance before the Bucharest Tribunal nine major Hollywood production studios, financiers and script writers in a litigation initiated by a Romanian writer in relation to an alleged copyright infringement claim. The court ultimately ruled in favour of our clients, dismissing in full the claim of the Romanian writer. The case was challenging for lawyers and experts alike due to the difficulty of obtaining cross border evidence and interpretation of such evidence as well as the technical aspects of film making and financing in the Hollywood movie industry. Completion date: Currently waiting for the drafted judgement to be issued by the first instance and communicated to us and we expect that the case will continue in appeal. Assisting Fundatia Conservation Carpathia (FCC), a leading international NGO, before the Tribunal of Brasov and the Court of Brezoi in two libel claims submitted by the Association of Romanian forest owners Nostra Silva against the client. The claims were in relation to alleged reputational harm caused to NS by our client from inaccurate presentation of activity by FCC on the website of NS. The cases refer to sensitive aspects such as the deontological obligations of the media and legal regime of defamation through press. Completion date: August 2018. Successfully advising a financial services company, in arbitration and court procedures with respect to the initiation of proceedings for the recovery of their receivables against three Romanian insurance companies. Furthermore, the law firm also ran an analysis of the available recovery procedures in case one of these insurance companies would enter into insolvency. The client recovered in full its receivables against 2 of the three insurance companies. The insolvency procedure of one of the insurance companies is still ongoing. Representing an unsecured creditor in the insolvency of a major cable and wire manufacturer for a claim in excess of €4 million. The object of the assistance includes the representation in all actions related to the insolvency procedure conducted in front of Romanian courts of law but also legal assistance regarding the continuation of business relationship with the client during such insolvency procedure. Specialist lawyers: Ligia Cecilia Popescu.

Which Lawyer in Romania

Tax

USING FISC AL POLIC Y TO AT T R AC T IN V ESTOR S MON EY The short term political considerations in the fiscal policy can pose a threat to the soundness of Romaniaâ&#x20AC;&#x2122;s finance in the medium and long run, fear financial institutions and rating agencies. as the Romanian economic boom has started to wind down.

fter reaching a post-crisis peak of 6.9% in 2017, real GDP growth decelerated in 2018. The main driver of the slowdown was a contraction in private consumption as inflation weighed more heavily on real disposable income. Export growth, in contrast, remained very robust in the first quarter of 2018 and outpaced the growth of imports. The European Commission forecasts for Romania show that after two consecutive years of falling consumer prices, inflation turned positive in 2017, despite VAT rate cuts and lower excise duties on fuel. Headline inflation started to accelerate in the second half of the year mainly on account of rising food and energy prices and further picked up in early 2018 as the effect of the January 2017 tax cuts faded away. Annual headline inflation stood at 4.6% in May this year. The reversal of the January excise duties cut in October 2017 will exert an additional pressure on inflation in the first three quarters of 2018.

Thus, inflation is forecast to rise to 4.4% in 2018 and 3.4% in 2019. In response to the rising inflation, the National Bank of Romania has started to tighten its highly accommodative monetary policy. Looking ahead, real GDP growth is forecast to decelerate to 4.1% in 2018 and 3.8% in 2019. The composition of growth is expected to become more balanced as private consumption growth tempers and investment strengthens on the back of a pick-up in the implementation of projects financed by EU funds. Tight labour market conditions are expected to continue over the forecast horizon, with unemployment remaining close to its current very low level. Nominal

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wage growth is expected to continue in 2018, albeit at a slower pace, on the back of further increases in public wages and an additional 9% hike in the net minimum wage as of January 2018. Real wage growth, however, is expected to moderate significantly in 2018, due to the higher inflation.

Which Lawyer in Romania

Tax

Luisiana Dobrinescu, Dobrinescu Dobrev

“I consider that Romania has the potential of being a great business hub; corporate taxation is even better than in Cyprus!” To restore the soundness of public finances, a major effort towards fiscal consolidation is required, backed by broad structural reforms to create the conditions for sustainable growth. In particular, restructuring public expenditures to create fiscal space for public investment should be a major goal for public policy. Although over the past two years much progress has been achieved in correcting the unsustainable fiscal policies, further efforts are required to consolidate the structural reforms needed to put the public finances on a sustainable path and to resume economic growth. Romania's expansionary fiscal policy will amplify macroeconomic imbalances, predicts Fitch Rating, who warns in a report that the structural budget deficit will make public finances more vulnerable to shocks. While tax cuts and financial incentives might not be sustainable, the competition for investors money in Eastern Europe becomes dramatic. After Hungary, Poland wants to reduce the profit tax to 9%, while Bulgaria, has a profit tax of 10%. In this context, we asked lawyers how competitive is Romania's tax and fiscal legislation for investors? "In all honesty, I believe that the Romanian tax legislation by itself is quite attractive for investments", says Theodor Artenie, tax director at Schoenherr Tax Bucharest: “Romania has one of the lowest VAT rates in the EU, the county's corporate income tax rate is stable for the 14th consecutive year, the dividend tax significantly dropped to 5% in 2016, there are several fiscal incentives available and the government is committed to simplifying tax reporting. Yet, I think that what makes Romania unattractive for domestic and foreign investors alike is the cumbersome, inefficient and hostile administrative apparatus in charge of implementing, overseeing and enforcing tax policies." "Despite the lack of predictability, the current tax legislation still offers investors the framework for a good return", argues Mihaela Pohaci, Partner Popovici Nitu Stoica & Asociatii. "The corporate tax rate is among the lowest in the EU (16%), the

cost with employees remains below other EU countries (due to the net salary level and related taxation), certain tax incentives are available (e.g., salary tax exemption for IT employees and for those working in research and development fields, under conditions), the 19% standard VAT rate ranks well among the EU states (only Malta and Luxemburg have lower rates of 18%, respectively 17%). Also, tax incentives are granted to companies for certain levels of new investments, while, especially in IT, Romania is known for well-trained people. Romania has still to improve on bureaucracy, lack of transparency on medium and long-term legislative amendments and stability of its tax legislation, which may affect the company’s business plan and budgets, however, some progress can be noted in certain areas. Considering also that Romania continues to have a high economic growth (though the deficit also increased), it could be expected that the businesses would follow the same trend", says Pohaci. "Leaving aside the negative image that Romania has when it comes to its fiscal policy, not offering the expected predictability and stability to investors, I would dare say that the current Romanian fiscal legislation stands out as one of the friendliest in the European Union", says Ramona Chitu (Moisa), Tax Director at Tuca Zbarcea & Asociatii Tax. The participation exemption regime which was enforced starting with 2014 is a viable option for creating tax-efficient corporate structures in Romania. Similar to the participation exemption regime in other jurisdictions, the one applicable in Romania allows tax

exemptions for dividend income, capital gains and liquidation proceeds derived by a Romanian company from subsidiaries situated in Romania and other countries having in place double tax treaties concluded with Romania. The recently introduced provisions allowing for the distribution of interim dividends would further encourage the setup of holding companies in Romania. Having implemented the European Directives and enjoying the advantage of an extensive double taxation treaty network, Romania boasts one of the most favorable corporate income tax flat rates (i.e. 16%) and tax on dividends (5%). Furthermore, the 1% tax rate on income derived by micro-enterprises with at least one employee is very attractive for small and medium investors generating high profit margins (i.e. micro-enterprises should not exceed the threshold of €1 million yearly in turnover).” "I consider that Romania has the potential of being a great business hub; corporate taxation is even better than in Cyprus!", says Luisiana Dobrinescu, Partner, Dobrinescu Dobrev. "However, we are missing two essential things: legislative predictability and coherence in tax administration. In Romania, the tax inspection approach is too subjective; it depends too much of who is the Ministry of Finance and what figures we should notify to the European Commission or to FMI. Practically, tax issues which prove to be safe through 4 years of tax inspections suddenly become hot subjects, in order to collect money for the state budget. These two issues are frightening the investors." Razvan Graure, Partner, Musat si Asociatii argues that: "although the recent months were quite calm in terms of tax changes, the overall environment over the last 3-4 years is rather unstable and unpredictable. Various initiatives have been brought forward by the Government, of which some have been adopted, while others have been left aside after long public debates. The main issues with these proposals have been both a clear misunderstanding of their effects on taxpayers and a lack of communication to the public. Leaving these

Ramona Chitu (Moisa), Tuca Zbarcea & Asociatii Tax

“I would dare say that the current Romanian fiscal legislation stands out as one of the friendliest in the European Union”

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Which Lawyer in Romania

Alex Tabacu, Voicu Filipescu

“Lack of enough predictability and stability obviously has a negative impact on investments in Romania” aside, the tax legislation provides good overall opportunities and incentives for investors (holding regime, interim dividends, etc.), reduced taxes (e.g. on income and dividends or social charges) and improved procedures (sole statement for income tax purposes). At the same time, the efforts toward a better relationship between the taxpayer and the tax administration i.e. via digitalization, proactive attitude, etc. should continue, alongside with minimal legislation changes (e.g. introduction of new taxes, alteration of existing rules, etc.).“ Magda Dima, Partner at Mitel&Asociatii says that: “Romania is currently implementing the BEPS (base erosion and profit shifting) measures, continuing with the measures taken for stimulating the economic activity and attracting direct foreign investments. In 2018, measures regarding the regulation of micro-enterprises’ possibility to opt for payment of the profit tax/ micro enterprises’ income tax were taken, among others and, respectively, it was decided by the Fiscal Code that the authorities may refuse to deduct VAT only if, after the evidence provided by the law is filed, they can prove beyond any doubt that the economic agent was aware/ should have been aware of the fact that the transaction is subject to a VAT fraud which occurred upstream or downstream in the supply/ delivery chain (the matters noted in the preliminary decisions issued by CJEU being thus applied). Last but not least, Directive (EU) 2016/881 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation was transposed into the national legislation.” Alex Tabacu, Tax Partner at Voicu Filipescu,

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also pointed out that: „predictability and stability are two key factors for investments in any economy. Lack of enough predictability and stability obviously has a negative impact on investments in Romania. Current fiscal legislation could be considered as being attractive if we are looking to corporate and individual taxes which are quite low (1%, 10% or 16%) but it could be considered as a barrier if we are looking to the payroll social contributions which are substantially high (more than 60-70% of net wages). The VAT rate for social constructions (5%), exemption on corporate tax for reinvested profit and special deductions for R&D expenses could be considered attractive as well. Lack of enough clarity in the fiscal law corroborated with an abusive or aggressive interpretation of the tax inspectors; fiscal procedures postponed discretionary by the tax agents and poor reasonable effective deadline for completion of tax payers requests are items not so attractive for investments", says Tabacu. The latest study published by the European Commission that analyzes the VAT collection situation at EU level, shows that the amount of VAT not paid to the Romanian budget in 2016 amounted to €6.13 billion, Romania has also ranked second in the EU top spot on important VAT losses. In 2016, Romania again ranks last in terms of the VAT collection rate of all EU Member States with a VAT collection deficit of 35.88%. According to the same study, although the VAT rate in Romania was reduced from 24% to 20% in 2016, VAT non-compliance increased, contributing negatively to the VAT receipts. It remains to be seen what the VAT gap will be in Romania in 2017, given that last year the VAT rate was further reduced from 20% to 19%. What can be done to increase the percentage of tax collection, and decrease fiscal evasion? Ramona Chitu (Moisa), Tax Director at Tuca Zbarcea & Asociatii Tax believes that: in order to increase the percentage of tax collection and to decrease fiscal evasion, the economy sectors with low tax collection should be identified and specific measures against such low tax collection be further developed. Increasing the digitization of the relationship between taxpayers and the tax authorities, simplification of administrative procedures for tax administration and collection, training of the tax inspectors, could prove to be useful measures in achieving this goal. The punitive measures which are excessive for all taxpayers (VAT split system, cancellation of VAT code) seem to have failed in achieving their goals.”

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Theodor Artenie, Schoenherr Tax Bucharest

“Harsh penalties should be assessed on noncompliant taxpayers for non-declaring or under-declaring their tax liabilities” "The implementation of a complex IT project regarding the Tax Administrations’ restructuring and modernization would definitely represent a strong point in this area", says Mihaela Pohaci, Partner, Popovici Nitu Stoica & Asociatii. "Unfortunately, this objective has been set many years ago and the progress is moderate. Few examples of expected/proposed measures include: generalized acceptance of payment of taxes via bank cards, on-line submission of declarations and an improved IT system for monitoring such declarations and related payments; also, implementation of cooperative compliance programs, introduction of Standard Audit File for Tax (for increasing the efficiency of tax controls), specialized courts for tax litigations" adds Pohaci. Theodor Artenie, Tax Director at Schoenherr Tax Bucharest offers as a solution: “a voluntary disclosure system which would allow tax dodgers to take advantage of some tax-amnesty programs would be a first step into educating taxpayers towards voluntary compliance. In the same time, harsh penalties should be assessed on noncompliant taxpayers for non-declaring or under-declaring their tax liabilities, if the tax authorities find they have bypassed the tax legislation.” Monica Colt, Tax Advisor at Noerr, says that: "the implementation of functional scanning equipment at all border crossing points, ensuring the implementation of the procedure of connecting the electronic cash registers to the national supervisory information system might be a solution,

Which Lawyer in Romania

together with the improvement of the risk analysis and the selection of taxpayers for tax inspection by changing the risk criteria, in view of identifying a target group in which a tax liabilities reduction can be identified. These are just a few measures that can improve budgetary revenues collection and reduce tax evasion. Also, it is necessary to increase the voluntary compliance of the taxpayers by simplifying the access to tax administration services and reducing the time allocated by taxpayers for the fulfillment of their fiscal obligations. This will improve the budgetary revenues collection as well,” argues Monica Colt. Alex Tabacu, Tax Partner at Voicu Filipescu argues that: "extending the platform of electronic correspondence between the tax authority and the taxpayers in such a way that all tax returns to be submitted on electronic means and the tax payers to have a partner of discussion in tax authority.

Tax

Monica Colt, Noerr

“It is necessary to increase the voluntary compliance of the taxpayers by simplifying the access to tax administration services” Simplifying administrative procedures, focus on fields with a high intensity of tax evasion and designing specific measures for these areas could lead to decrease in tax evasion." Razvan Graure, Partner at Musat si Asociatii agrees that "one solution could be the improved collection of data regarding the transactions of taxpayers via shared IT databases, so that in time information

needed by the tax administration to assess the correctness of the tax liability is obtained (the so-called “Standard Audit File for Tax” - ”SAF-T”). In addition, more credit could be given to various incentives offered to those taxpayers who are diligent with their tax reporting and payment, while extended cooperation with the tax authorities in other countries (especially the neighboring ones) is also important to identify illegal companies, chains of transactions and structures.” Luisiana Dobrinescu, Partner, Dobrinescu Dobrev SCA believes that:”The first thing to improve is the attitude of the leaders. "Every time when the chief of ANAF and the Ministry of Finance was a person with good practice in tax administration, the legislation and even the approach of the tax inspectors improved. It is essential to know the subtleties of the system, the weak and the strong points, in order to propose reasonable measures. I definitely encourage meritocracy." 

What would be a single change in tax and fiscal legislation that you would suggest to improve the country’s attractiveness? THEODOR ARTENIE - TAX DIRECTOR, SCHOENHERR TAX BUCHAREST

MIHAELA POHACI, PARTNER, POPOVICI NITU STOICA & ASOCIATII “The stability and predictability of the tax legislation are key factors. As a matter of fact, when looking at the requests put forward by the business community in the last years, these evolve significantly around these points (together with the modernization of the National Agency for Tax Administration) and less around new tax incentives. Companies require a stable tax environment to enable predictable business plans and investment decisions, clarity and guidance in applying the tax legislation, real consultations with the business community as part of the transparency program prior to major amendments of the legislation (not necessarily contained in the tax field), as well as a sustainable economic and budgetary policy of the State so that increased tax burdens would not be expected in a medium-long term (in order to balance-out the deficit or to compensate for a precarious cash collection). In addition, given the high-paced changes occurring in the business world, there are several areas of interest for a value-added economy, which in the context of a proper legislative framework, would increase Romania’s attractiveness, such as: a tax favourable regime for intangible assets and IP rights, e-commerce, cryptocurrency tax regime.”

“In terms of tax policy, I feel that introducing fiscal consolidation for corporate income tax purposes could pretty much hit the mark. Currently, Romanian companies within the same group cannot be viewed as a single entity for tax purposes and thus tax losses of one/some group company cannot be simply offset against profits of other group companies. This form of tax consolidation would add to the existing VAT consolidation and would significantly contribute to preserving cash resources for corporate groups. Otherwise, referring to the overall tax environment, I would suggest a complete and drastic overhaul of ANAF (the national tax administration agency) personnel and systems.” LUISIANA DOBRINESCU - PARTNER, DOBRINESCU, DOBREV SCA “I would improve the taxation for salaries, by introducing a maximum, but the decent threshold for social contributions, in order to encourage the employers to embrace more flexible remuneration structures (ex. premiums, benefits in kind etc). In this way, the state should encourage not only the hard work employees, but also the correctness of the employers.”

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Which Lawyer in Romania

RAMONA CHITU (MOISA), TAX DIRECTOR AT TUCA ZBARCEA & ASOCIATII TAX “The introduction of tax consolidation from a corporate income tax perspective could prove to be a very useful instrument for improving the country’s attractiveness, considering the existing low direct tax rates, favourable tax participation exemption regime and VAT consolidation system. The measure could eliminate the competitive disadvantages of Romanian legal entities in front of foreign groups which benefit in the countries of origin from the possibility to consolidate the profits/losses and could reduce the administrative burden on local group companies by eliminating the need to prepare the transfer pricing file.” ALEX TABACU - TAX PARTNER, VOICU FILIPESCU “In my view predictability and stability are more important than any specific tax incentive or specific

tax decision. If in the context, predictability and stability are out of scope, then decreasing social contributions or capping them by certain criteria would be a measure which will increase the country’s attractiveness. Romania has well educated and trained work force but the high tax charging on labor costs is a significant constraint for country’s attractiveness.”

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FELIX TAPAI - PARTNER, MARAVELA&ASOCIATII “It would probably be best to modify the limit of the deductibility imposed by rules of the ”Excess borrowing costs”. Currently the limit is too low and discourages lending as a form of investment.” RAZVAN GRAURE - PARTNER, MUSAT SI ASOCIATII „There is not normally one single change since the entire system, comprising also the procedural aspects i.e. the effective face-to-face relationship with the tax inspectors at all levels and the behavior and attitude of the inspectors or the ease to comply with the various tax rules and requirements are equally important. Not to forget, also, the need of stability and predictability of tax regulations and legislation, since any business plan considers periods ranging from at least 1 year up to 3-4 years or more, in certain industries (i.e. energy, natural resources, real estate, etc.).”

process.”

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MAGDA DIMA – PARTNER, MITEL&ASOCIATII “Legal predictability and security are fundamental elements which must be considered in the legislative

Which Lawyer in Romania

Tax

Most representative projects BIRIS GORAN

Assisted BCR, a member of Erste Group, the most important financial group and the largest bank in Romania, in the biggest tax dispute pending in the Romania’s market. Successfully represented Impuls Leasing in a tax dispute seeking damages from the Romanian tax authorities. On 16 February 2018, the High Court of Cassation and Justice ordered the General Administration of Large Taxpayers to pay record compensations of approximately €1.7 million for mismanagement of VAT reimbursements. The decision is definitive. Ongoing advisors to several multinational companies as Oriflame Romania, leading cosmetics retailer, Kika Romania one of the leading furniture retailers, LeasePlan leading operational leasing and fleet management company, Impuls Leasing Romania Austrian leasing company, RedBull Romania energy drink producer, Publicis Groupe worldwide communications group, with regards to all tax matters derived from their day-to-day business activities and in the preparation of the transfer pricing files. Advisors to important local companies as Fildas/Catena Group - leader on the local pharmaceutical distribution market, One United Properties - leading high end residential developer, Veranda Mall - shopping centre in Bucharest with all tax matters derived from their day-to-day business activities. Assisting ECC Romania, leading company in consulting and debt management, with respect to a cross-border merger with Fire Corporation. The work involved coordination with the lawyers in Luxembourg and Italy. Legal advisor to Farmec SA, one of the largest cosmetics manufacturers in SEE and also present in the Asian market, in ongoing tax disputes with the Romanian authorities. With the exclusive support and legal advice, Farmec won all disputes with the tax authorities, including the annulment of a tax decision of approximately €15 million in the first court. Specialist lawyers: Gabriel Biris, Mihai Nusca, Teodora Motatu, Ruxandra Jianu.

BOGARU & ASSOCIATES

Advising and setting up a structure to mitigate tax payable on the sale of assets by Romanian company to foreign purchaser. Considering with client impact of cross border trading and transfer pricing issues

concerning service industry in Romania. Acting for major Romanian investor in structuring his holdings in Romania to effectively set up a tax minimization scheme.

DOBRINESCU DOBREV SCA

Assisting Holzindustrie Schweighofer during tax inspections – which is quite challenging, due to the unfavourbale perception of mass media – and also, being their tax advisors for day to day tax issues. Holzindustrie Schweighofer is part of the Schweighofer Group and has its origins in an Austrian family business with over 400 years of experience in the wood processing industry. Currently, the Group is a leader in the wood processing industry in Europe, also having operations in the production of viscose, bioenergy, forestry and real estate. Assisting the companies within Macromex group in any tax issues raised by the tax administrations and also, for some of the most important tax consultancy subjects. For more than 20 years, Macromex has been the industry leader for frozen and chilled food products. Assisting Vivre in any issue which requires tax and litigation expertise - fiscal, insolvency and commercial. Vivre Deco is one of the most important online provider for furniture and decorations. Vivre is one of the oldest clients of the law firm. Assisting AD Auto Total in any issue which requires tax expertise. AD Auto Total is a Romanian-owned company, the leader in import and distribution of automotive parts in Romania, active for 23 years. The company has over 14,000 active clients, 72 deposits and a turnover of 2016 for €168 million. AD Auto Total is one of the most challenging clients of the law firm, due to the rapidity of their transactions and the flexibility in thinking the business. Assisting the companies within Astaldi Group in any issue which requires tax inspection and tax litigation expertise. Specialist lawyer: Luisiana Dobrinescu.

MARAVELA&ASOCIATII

Assisting the client, major company in the FMCG sector, with all tax matters pertaining to the sale of its business. Assistance includes tax assessment and tax due diligence. Assisting the client, leading provider of automotive related financial services, on numerous tax matters including tax compliance services, the

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implementation of the eInvoice electronic invoicing system and fiscal obligations pertaining thereto, VAT related advisory services, opinion regarding debt write-off from a fiscal perspective, support with salary taxes obligations, etc. Matter is important due to the identity of the client and innovative approach due to highly specialised aspects involved by the concentrated activity - financial services. Assisting one of the world´s leading system developers and suppliers of exhaust technology, vehicle heaters and bus air conditioning systems with registration for tax purposes in Romania, VAT registration assistance, intra-community operations registration and rent fiscal benefits assessment, intra-group loan tax implications review, representation before all tax authorities including before tax inspectors. Assisting the client, one of the largest European construction companies, in various tax matters, including representation in front of the fiscal authorities and throughout tax inspections and in challenging various fiscal decisions. Assisting the client, a private individual with various businesses between Romania and Germany, with all aspects pertaining to the fiscal residency, including complex European assessment of double taxation issues. Currently starting the amiable solution between German and Romanian authorities. Specialist: Felix Tapai.

SCA MITEL & ASOCIATII

Provided legal assistance and representation for Carpatina, in a tax inspection procedure whereby payment obligations in a significant amount were set. As regards the tax litigation file, the client was assisted during the administrative procedure (analysis of the tax decision, fiscal provisions and relevant case-law). The court file tackled multiple domains (insolvency, tax), the company challenging the issuance of a tax decision with the inobservance of the legal aspects of insolvency proceedings. The request filed with the court was successful, the court annulling the additional amounts calculated for the timeframe affected by the insolvency proceedings. Provided legal assistance and representation to CyberGhost in relation to a lawsuit aiming at the annulment of a decision for suspension of the

Which Lawyer in Romania

administrative proceedings related to the resolution of the challenge submitted by the company (decision issued following the filing of a criminal complaint by NAFA in relation to the findings of a tax inspection). Provided legal assistance and representation to Emro Ventures in relation to a lawsuit aiming at the annulment of a decision for suspension of the administrative proceedings related to the resolution of the challenge submitted by the company (decision issued following the filing of a criminal complaint by NAFA in relation to the findings of a tax inspection). The court approved the request and annulled the decision, compelling NAFA to resolve the challenge. Currently representing the company in the litigation related to the annulment of a tax assessment decision issued by NAFA following the tax inspection. Specialist lawyers: Magda Dima, Gabriela Patrascan, Alina Ostroveanu.

MUSAT & ASOCIATII SPARL

Advising AMAZON (US), in order to benefit from several tax incentives for local employees, including drafting the relevant documentation. The mandate included extensive tax assistance with respect to recent changes on the individuals’ taxation aspects, as well as other day-to-day tax advisory. Advising Eli Lilly in relation to all clawback matters in Romania. According to the applicable pharma legislation, the marketing authorization holders for medicinal products or their legal representatives are obliged to pay a quarterly “claw-back” contribution for certain categories of medicinal products, borne out of the National Sole Social Health Insurance Fund and out of the Ministry of Health’s budget; legal work includes assistance in connection with the registration with the National Agency for Fiscal Administration and the National Health Insurance House of the legal representative of the marketing authorization holders, preparing the preliminary complaints to be submitted before the National Health Insurance House and court litigation. Assisting Engie Energy Management, part of Engie Group, a global energy player, with tax registration in Romania, as a group decision to carry on gas trading operations on the local market, as well as day-to-day assistance on various tax matters. Assisting Enel Distributie Banat, the Romanian subsidiary of Enel SpA, the

Tax

leading company acting in the energy field, during the general tax inspection and providing further assistance during the court dispute related to the mentioned tax decision. Also assisted the company with respect to the tax implications of the share capital increase with the value of real estate for which certain specific ownership certificates were issued. Assisting Kaufland Romania, the most important retail company in Romania, in relation to various tax matters such as: restructuring of the retail business, compliance with various regulatory obligations, implementation of electronic cashiers, and tax aspects in relation to various supplier damages. Specialist lawyers: Razvan Graure, Roxana Bujoreanu, Anca Vatasoiu, Dan Minoiu, Alina Man, Oana GradinariuDeju, Angela Porumb, Monia Dobrescu.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Tax assistance in relation to restructuring of a leading port operator, involving various merger transactions. VAT assistance in relation to the acquisition of a business line represented by oil fields. Tax assistance in relation to the transfer of office buildings. Tax assistance in a complex cross-border restructuring entailing a significant move of production facilities from UK to Romania. Specialist lawyers: Alina Timofti, Marius Ionescu, Adina Vizoli, Lucian Barbu, Silviu Badescu.

NOERR

Provide tax advisory for Stada M&D/ Hemofarm, in connection to the client´s daily business activity in Romania. Advise Samsung Electronics on various tax issues in Romania. Advised PartnerFonds on tax issues associated with the acquisition of Romanian assets and subsequent successful VAT refund of approximately €1 million. Provide day-to-day tax consultancy to an International agricultural machinery manufacturer including advice on tax effects in relation to profit tax, withholding tax, VAT and review of the transfer pricing file. Provide tax assistance to a leading European provider of transport-related services in the current tax audits/ appeals/ court actions with the tax authorities. Assist the client in recovering VAT claims of €12 million from the Romanian tax authorities. Specialist advisor: Monica Colt.

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POPOVICI NITU STOICA SI ASOCIATII

Advised Dedeman on the acquisition of The Bridge from Forte Partners. Assisted Auchan on the merger of seven companies. Advised Voestalpine Group on the acquisition of the Timisoara-based KTL Coating business from Barum Technik. Advised Medicover on the acquisition of Pelican Hospital, Academica Medical Centers and Phoenix Medical Center. Assisted Simona Halep on all her tax matters. Specialist lawyers: Mihaela Pohaci, Raluca Rusu.

RADU SI ASOCIATII | EY LAW

Providing legal assistance to Petrotel Lukoil member of LUKOIL Group, one of the biggest refineries in Romania, regarding tax and procedural tax aspects of a complex tax evasion and money laundering case involving an alleged damage to the State Budget of €2 billion. Assisted the client with, inter alia the commercial and tax aspects concerning the criminal investigation and trial; challenging the precautionary measures imposed on the bank accounts and assets of the client, obtaining a significant decrease of the value of such measures - from €2 billion to approximately €600 million. Providing legal assistance to a leading Romanian bank with a turnover of more than €1 billion during the performance of a full-scope tax audit VAT, CIT, transfer pricing - the amount initially intended to be imposed was decreased by €100 million – and with challenging the results of the audit. The final outcome of this dispute will affect the entire banking industry, impact estimated at more than €2 billion in additional liabilities for the entire banking industry. The international proceedings provided under the EU Arbitration Convention on the elimination of double taxation - 90/463/EEC - were also initiated. Providing legal assistance to the Swiss energy trader leader - with more than CHF7 billion turnover - during the performance of a two year-tax audit - VAT, CIT - which assessed additional liabilities of approximately €185 million, this being one of the top 5 highest assessments in the history of Romanian tax audits - and with challenging the results of the audit. Providing legal assistance to several Romanian entities of the world’s leading provider of technology for reservoir characterization, drilling, production, and

Which Lawyer in Romania

processing to the oil and gas industry during the performance of tax audits for the period 2011 – 2015 and with challenging the results of the audits. The value of the claims is €30 million. Providing legal assistance to the Romanian energy and gas distribution subsidiary of an international private energy company with respect to a broad range of €17.5 million - worth tax matters varying from interest requests, assistance during tax audits, challenging tax decisions. Specialist lawyers: Emanuel Bancila, Alex Slujitoru, Octavian Adam, Andrei Boian, Luisa Alb, Laura Dimofte, Olimpia Farcas, Cristiana Radulescu, Calin Stan.

SCHOENHERR & ASOCIATII, SCHOENHERR TAX

Schoenherr Tax advisors have a strong track record in providing advice in tax disputes, advising multinational and Romanian companies in tax inspections, in the administrative procedure for the annulment of tax decisions, as well as in designing the case strategy in tax litigation (by working together with the specialised contentious administrative litigators of Schoenherr si Asociatii SCA). Since 2017 Schoenherr Tax Bucharest is one of the few tax advisory practices associated to a major law firm able to offer transfer pricing services in Romania and the region. Over the past 12 months, the firm has assisted multinational companies active in the region in preparing transfer pricing files, in some 20 individual projects. Specialist lawyer: Theodor Artenie.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Advising Siemens Gamesa Renewable Energy SA, in a claim against the tax authorities. Subsequently, the law firm requested the Court to refer to the European Union Court of Justice (EUCJ) the main legal question in the case. The Romanian Court which rarely approves a referral to EUCJ, agreed to issue the referral and suspended the case. EU referral case: C-69/17. Representation of a Global Automotive company, a German based global automotive company in 5 litigation cases. Assisting Daimler AG, a large German automotive group, in 2 important cases. Representing BRD Sogelease IFN SA, a leading French based European financial services group, and in particular the Romanian subsidiary providing financial leasing services. The team represents

Tax

the client in a dispute with a construction company as a result of leasing agreement having as the object of the agreement a large contract for supply of construction equipment. Representation of CDI Oilfield Services, a Romanian subsidiary of an American oil & gas group, in a tax litigation regarding supplementary profit tax imposed by the tax authorities following a tax inspection pertaining to the expenses made with an intermediary for getting contracts signed. Specialist lawyers: Nicoleta Mihai, Alexandru Stanoiu.

TUCA ZBARCEA & ASOCIATII

Providing ongoing fiscal and legal consultancy services to Carrefour Romania in relation to their activities on the retail market. Providing assistance to a company active in the IT banking industry in relation to the cross-border merger performed with a Dutch company from the group. Providing full tax assistance to a company acting in the field of green energy by operating an important wind park located in the south-east part of Romania. Providing ongoing tax assistance and compliance services to Pokerstars – Amaya Holding in respect of the applicable tax legislation concerning both gambling organisers, as well as game participants in accordance with the newly adopted provisions allowing online gambling activities in Romania. Tax and legal assistance to multinational companies in relation to their global employee share plans impacting on their local operations in Romania. Specialist lawyers: Alexandru Cristea, Ramona Moisa.

VOICU FILIPESCU LAW FIRM

Day-to-day tax consultancy and accounting services delivered to a company member of one of the world’s foremost providers of consulting, technology and outsourcing services, covering all types of direct and indirect taxation matters, payroll; ongoing, continuous advice since 2009. Indicative assignments over the past year include advice on: income tax, reinvested profit, copyright related taxation, tax impact regarding the financial model for business valuation, VAT, tax impact of an envisaged transfer of business, individual taxation etc. Assisted an American industrial service company and is one of the world’s largest oil field services companies on the client’s intended market exit by closing down the company’s Romanian subsidiaries along with reorganization of the remaining

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entity. Rendered services included legal and tax on the necessary corporate documents and registrations, liaising with the Romanian authorities, conducting various assessments, as well as providing extensive advice on employment matters related to the envisaged market exit. Assistance to the city hall of a Romanian city of 115,000 inhabitants in relation to conducting a complex legal and tax audit services for the period 20122016, including analysis of internal reports, different commercial operations, decisions of Court of Accounts decisions, and others. Assistance to a London based technology company that develops and markets mobile ticketing services for public transport companies, covering all types of VAT status, payroll as well as taxation matters. Assistance to a global, independent biopharmaceutical company, in a series of relevant administrative complaints for the reimbursement by tax authorities of wrongfully calculated claw-back tax. Specialist lawyers: Alex Tabacu, Marta Popa, Raluca Mihai.

WOLF THEISS

Successfully assisted and represented International Automotive Components Group before the Craiova Court of Appeal in obtaining the stay of the enforcement procedure of five tax decisions issued by the Romanian tax authorities in 2017 and 2018. The client has been subject to numerous tax investigations due to certain amounts received as compensations from a business partner and also due to the business mechanism that is implemented between the Romanian company and its mother company. Completion date: The rulings in favour of the client are now challenged by an appeal that will be resolved by the High Court of Cassation and Justice. The challenges initiated by the client against all these tax decisions are still undergoing administrative review and they expect that these will be finally settled in front of the specialized courts of law. The challenges and the applications to stay the enforcement procedures engendered very complex legal issues related to the application of the VAT regime to the contracts concluded between the Romanian company and its mother company and the understanding of the business mechanism implanted by such contracts. Specialist lawyer: Ligia Cecilia Popescu. 

LAWYERS’ PROFILES ALBOTA LAW FIRM

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BIRIS GORAN SPARL

197

BOGARU & ASOCIATII

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CATANICIU SI ASOCIATII SCA

199

BONDOC SI ASOCIATII SCA

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BUDUSAN, ALBU & ASOCIATII SPARL

202

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII LAW FIRM (“CEEA”)

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CLIFFORD CHANCE BADEA

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CORINA POPESCU LAW OFFICE

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DOBRINESCU DOBREV SCA

207

DENTONS EUROPE

208

GRUIA DUFAUT LAW OFFICE

209

IONESCU SI SAVA

210

TMO ATTORNEYS AT LAW (KPMG LEGAL)

211

NOERR 212 KINSTELLAR 214 MARAVELA&ASOCIATII 215 MITEL & ASOCIATII SCA

217

MUSAT & ASOCIATII

218

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

221

ONV LAW

225

PACHIU & ASSOCIATES

226

PELI FILIP SCA

228

PETERKA & PARTNERS

230

PLACINTESCU RITI LUCIAN

231

VLASCEANU, ENE & PARTNERS PROFESSIONAL LIMITED LIABILITY LAW FIRM

231

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

232

RADU SI ASOCIATII | EY LAW

234

SSP LAW OFFICE

234

RADULESCU & MUSOI ATTORNEYS AT LAW

235

RTPR ALLEN & OVERY (RADU TARACILA PADURARI RETEVOESCU SCA IN ASSOCIATION WITH ALLEN & OVERY LLP) 236 SCHOENHERR SI ASOCIATII SCA

239

STOICA & ASOCIATII

242

STRATULAT ALBULESCU ATTORNEYS AT LAW

243

TUCA ZBARCEA & ASOCIATII

245

WOLF THEISS RECHTSANWAELTE GMBH & CO KG SCA

249

VOICU & FILIPESCU SCA

251

ZAMFIRESCU RACOTI & PARTNERS ATTORNEYS AT LAW

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Oana Albota,

Partner

Andreea Ciobanu,

Associate

ALBOTA LAW FIRM Address: 12-14 Teodosie Rudeanu Street, entrance A, Ground Floor, 1st District, Bucharest, RO-011394, Romania Website: www.albota.ro Email: office@albota.ro Phone: +40 370 509 600; +40 799 936 000 Contact person: Oana Albota; oana. albota@albota.ro; +40 733 551 015 Number of lawyers in the firm: 6 Number of local partners: 1 Most representative clients: Atenor Group, Shikun Binui, London & Partners, Electroputere Parc, Ctp Romania, Green Gate Development, White Star Real Estate, Conarg Group, Rc Europe, Skv Properties. PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Diana Cochilet, Associate

Bogdan Istov, Associate

Oana Albota, Partner Construction & Real Estate; Litigation & Arbitration; Banking & Finance; Corporate & Commercial

Oana is the founding partner of Albota Law Firm. Prior to this, Oana coordinated the real estate practice of PeliFilip. With more than 16 years of experience in business law, she is one of the most appreciated real estate lawyers in Romania. She has advised leading developers in transactions constituting land marks for the real estate market in Romania. Oana is highly recommended as construction and FIDIC specialist. During the last years she won significant construction arbitration cases.

Andreea Ciobanu, Associate Construction & Real Estate, Banking & Finance, Corporate & Commercial Monica CuneGhitescu, Associate

Diana Badea, Associate

Andreea joined Albota Law Firm in September 2014. Prior to this, Andreea worked for 4 years for a multinational corporate services provider. She also worked for almost 2 years as in-house lawyer for a major Romanian company acting in the field of fuel distribution. With a solid understanding of the Romanian law and an impressive experience in the corporate & commercial field, Andreea advises clients on matters like: company formation, restructuring, complex shares transfers, commercial contracts and corporate governance, financing agreements.

Diana Cochilet, Associate Construction & Real Estate; Corporate & Commercial

Diana joined Albota Law Firm in July 2017. Prior to this, Diana worked for almost 2 years in the real estate department of a Romanian Law firm located in Bucharest.

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She has expertise in real estate, town planning and constructions, corporate & commercial. Diana provides business oriented legal advices and assists foreign and local companies in the process of acquisition and sale of office and residential buildings, acquisition and sale of lands (including agricultural), developments of residential buildings, lease agreements, construction and permitting process.

Bogdan Istov, Associate Construction & Real Estate; Litigation & Arbitration

Bogdan joined Albota Law Firm in October 2016. Prior to this, Bogdan gained experience in real estate transactions, civil and administrative litigation working for 3 years as lawyer. Having a thorough knowledge of the Romanian law and the ability to provide comprehensive guidance in various circumstances, Bogdan advises clients on matters like: commercial contracts, construction claims, civil litigation, arbitration, real estate agreements.

Monica Cune-Ghitescu, Associate Construction & Real Estate; Corporate & Commercial

Monica joined Albota Law Firm in March 2018. Prior to this, Monica worked for almost 3 years in the real estate department of a Romanian Law firm located in Bucharest. Monica also worked for 2 years as an in-house lawyer covering areas such as corporate law, retail and civil litigation. Having gained expertise in real estate, corporate & commercial, town planning and constructions, Monica advises clients and assists with in the process of acquisition and sale of office and residential buildings, acquisition and sale of lands (including agricultural), developments of residential buildings, lease agreements, construction and permitting process.

Diana Badea, Associate Construction & Real Estate; Litigation & Arbitration

Diana joined Albota Law Firm in July 2018. Prior to this, Diana worked for almost 12 years in the consultancy department of two important Romanian Law firms located in Bucharest. She has vast experience and expertise in drafting, amending and negotiation of a wide variety of commercial agreements and she provides business oriented legal advices on matters like: office and residential investments, construction and permitting process, construction claims, civil litigation, arbitration.

BIRIS GORAN SPARL Address: 47 Aviatorilor Boulevard,

1st District, Bucharest, RO-011853, Romania Website: www.birisgoran.ro Email: office@birisgoran.ro Contact person: Mihaela Kovacs; mkovacs@birisgoran.ro

Number of lawyers in the firm: +35

Number of local partners: 7 Most representative clients: Procter & Gamble, Nestle Romania, Publicis Groupe, BCR, Farmec SA, Oriflame, UniCredit Bank, One United Properties, Hagag Europe, Immofinanz.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Gabriel Biris, Co-managing Partner, Head of the tax practice

Gelu Goran, Co-managing Partner, Head of the Competition – Antitrust Practice A founding partner of Biris Goran, Gelu is a seasoned antitrust practitioner in Romania, acting primarily in the areas of competition and antitrust law as well as mergers and acquisitions for more than 18 years. His experience covers a large range of industries and business sectors, including fast moving consumer goods, construction materials, banking, perfumery, tobacco, pharmaceuticals and breweries. He is recommended by the main international legal publications as a top competition practitioner.

Raluca Nastase, Partner, Head of the Real Estate Practice

Raluca joined Biris Goran as a Partner in 2006, focusing on real estate matters for institutional clients as well as high-networth individuals. She is also heavily involved in insolvency and real estate related litigation. In the real estate field, it is no stretch to say that her experience is unparalled, and specializes in finding true quick solutions to problems deemed unworkable by other lawyers.

Mihai is a partner and chairs the firm’s litigation practice group and is an industry veteran with over 15 years’ experience. He regularly leads on some of the market’s most ground-breaking and pioneering litigation, include outcomes which result in industry and legislative change. He is sought out by clients across a wide variety of sectors, but primarily in energy and telecoms, for his in-depth expertise and deep understanding of tax and regulatory law.

Daniela Lazea, Partner, Co-head of the Real Estate Practice

Daniela is unique among her peers for practicing for over 20 years in real estate matters. She is reputed negotiator with a solid and proven understanding and knowledge of developers and investors key focus and concerns. Daniela was involved as lead attorney in dozens of M&A transactions with or without a real estate component and has the skills required for managing complex large size transactions whether local or cross border. Her clients include multinational developers and investors, with an emphasis on Israeli investors and Romanian high-net-worth individuals.

Ana Fratian, Partner, Head of Corporate/M&A Practice

Ana joined Biris Goran in 2006 and has over 16 years of experience in a wide range of domestic and cross-border transactions, as well as commercial leasing matters. In 2014 she became a Partner and she currently co-heads the firm’s Corporate/M&A department, where her practice focuses primarily on advising clients on M&A and private equity transactions, having represented a variety of companies, individuals and private equity funds active in areas such as agriculture, real estate, pharmaceuticals, travel, automotive, energy, and leasing and financial services sectors.

Gelu Goran, Co-managing Partner, Head of the Competition – Antitrust Practice

R aluca Nastase,

Which Lawyer in Romania Law firms

Gabriel has over 21 years of experience in all tax matters, such as advising on tax structures, compliance, tax controls and tax litigations. He is well-known for his tireless efforts in the public arena to modernize the tax legislation and administration in Romania for a positive impact in the country’s development. Between December 2015 and September 2016, Gabriel was Secretary of State in the Romanian Ministry of Finance, in charge with fiscal legislation.

Mihai Nusca, Partner, Head of Litigation Practice

Gabriel Biris,

Co-managing Partner, Head of the tax practice

Partner, Head of the Real Estate Practice

Mihai Nusca,

Partner, Head of Litigation Practice

Daniela L azea,

Partner, Co-head of the Real Estate Practice

Ana Fratian,

Partner, Head of Corporate/M&A Practice

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Ruxandra Jianu,

Partner of Biris Goran Tax Consulting

Sorin Aungurenci,

Partner

Ruxandra Jianu, Partner of Biris Goran Tax Consulting

Ruxandra Jianu is partner with Biris Goran Consulting, the tax consultancy firm of Biris Goran. With more than 19 years of experience in tax consultancy, Ruxandra became an expert in restructuring (both domestic and international), mergers & acquisitions, tax reviews and due diligence projects, as well as in assistance during tax inspections. Ruxandra collaborates with the litigation department with respect to all tax disputes and with the M&A department with respect to all tax issues which may arise in an acquisition, sale or business restructuring process.

Sorin Aungurenci, Partner

Which Lawyer in Romania Law firms

Alina Andrei,

Partner, Transfer Pricing Partner

Anca Zegrean, Head of the Employment and Labor department

Andreea Lisievici,

Partner, Privacy One in alliance with Biris Goran (Head of GDPR Practice)

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Sorin has over 11 years of real estate experience and was promoted to Partner in spring of 2017. He is a specialist on zoning and related regulatory matters and has unique experience on construction law (including many FIDIC and other types of construction agreements under his belt, whether for retail, office, residential or industrial projects), title investigations, and acquisitions. Sorin doubles as a good real estate transactional lawyer, advising industry leaders and institutional investors.

Alina Andrei, Partner, Transfer Pricing Partner

Alina Andrei is partner at Cabot Transfer Pricing, the transfer pricing company affiliated to Biris Goran. Since 2008, the year of the publication of Order no. 222/2008 on transfer prices, Alina has assisted over 100 local and European companies with the preparation and documentation of transfer pricing files and has advised over 20 companies during TP file audits. Alina is a member of the Romanian Chamber of Tax Consultants and is currently honing her international business practice at Vienna University of Economics and Business, where she attends an Executive MBA program.

Anca Zegrean, Head of the Employment and Labor department

Anca joined Biris Goran in 2012 and as a Senior Associate, she has over 8 years experience in a wealth of labor and employment matters, as well as litigation and civil matters. As her labor practice is innovative in a harsh and very strict regulated environment, Anca was promoted as Head of the Employment and Labor department in 2016. She is recognized and appreciated both by clients and professionals for her highlevel assistance in a wide range of labour law matters, with particular accent in related tax litigation and matters arising out of transfer of undertakings in diverse industries.

Andreea Lisievici, Partner, Privacy One in alliance with Biris Goran (Head of GDPR Practice)

Andreea has an 11 years experience as a lawyer working for top law firms in Romania in corporate, technology, privacy and data protection matters. Andreea has been advising clients on data protection matters since 2012 and in 2017 set up her own legal consultancy firm and regularly leads on some of the marketâ&#x20AC;&#x2122;s most ground-breaking GDPR projects, including disputes. She is sought out by clients across a wide variety of sectors, but primarily in technology, media and retail, for her indepth expertise and deep understanding of regulatory law in Romania and Europe. Her background and bold approach in a highly restricted domain make her experience unparalleled in Romania.

BOGARU & ASOCIATII Address: 6 Maior Gh. Sontu Street, 2nd Floor, 1st District, Bucharest, RO011448, Romania Website: www.bbnalaw.com Email: admin@bbnalaw.com Phone: +4021 326 60 53 Contact person: Mariana Sarban Number of lawyers in the firm: 25 Number of local partners: 1 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Christian Bogaru, Managing Partner

Christian Bogaru, Swiss and Romanian Lawyer, has a broad experience as Swiss Legal Consultant advising international clients from Switzerland,

France, Italy or Romania on a wide variety of transactions and general corporate work, including private and public M&A, international contracts and commercial agreements, copyright and other intellectual property issues and major employment legal issues across all principal economic sectors. Christian Bogaru also advises public and private companies and large corporations on regulatory, energy, procurement and environmental aspects both in the traditional energy and utilities world as well as renewable energy projects such as photovoltaic, wind, biomass, biogas, power to gas and geothermal projects.

Address: 5 Teiuleanu Passage 3rd

Floor, Pitesti, Arges, Romania Website: www.cataniciu.ro Email: office@cataniciu.ro Phone: +40248 612 270 Fax: +40248 606 270 Contact person: Radu Cataniciu, Managing Partner Number of local partners: 3 Offices in Romania: Pitesti, Arges

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Radu Cataniciu, Managing Partner

He is a co-founder of SCA Cataniciu si Asociatii and he has over 23-year experience in commercial law, aquisition and mergers, public procurements, litigations and arbitration. He has experience in the implementation of some new investments in the region. He is an judicial liquidator and arbitrator for the Commercial Arbitration Court of the C.C.I. Arges

Edith Cristina Cataniciu. Partner

Managing Partner

Which Lawyer in Romania Law firms

CATANICIU SI ASOCIATII SCA

Christian Bogaru,

R adu Cataniciu,

Managing Partner

She is a co-founder of SCA Cataniciu si Asociatii she has over 27-year experience of practice of law, being specialized in civil law, real estate, labour law, contentious administrative matters and litigations.

Andrei Danciu, Senior Associate

He has been an associate of our company for over 13 years and he has a wide experience in commercial law, purchases and mergers, energy, infrastructure, fiscal law, insolvency, litigations. He is an judicial liquidator associated at CD Recovery SPRL.

Edith Cristina Cataniciu, Partner

Andrei Danciu,

Senior Associate

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Lucian Bondoc,

Managing Partner, Head of Corporate/M&A and Competition

Mihaela Bondoc,

Partner

BONDOC SI ASOCIATII SCA Address: 34 Londra Street, 1st

District, Bucharest, RO-011764, Romania Website: www.bondoc-asociatii.ro Email: office@bondoc-asociatii.ro Phone: +4031 224 84 00 Contact person: Alexandra Teglet

Number of lawyers in the firm: 37 Number of local partners: 6 Most representative clients: Oltchim SA, Mid Europa Partners, Fondul Proprietatea, Raiffeisen Bank Fresenius Romania, Merck Sharp & Dohme Romania, Engie Romania SA, Delphi Corporation, Procter&Gamble.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Nicolae Viorel Dinu,

Partner

Monica Iancu,

Partner, Energy, Corporate/M&A, and IT&C

Lucian Bondoc, Managing Partner, Head of Corporate/ M&A and Competition

Lucian has over 17 years of experience in dealing with complex sensitive corporate/M&A, competition and investments projects, including in industry sectors such as banking & financial services, consumer products, retail, pharmaceuticals, energy and natural resources. He has also very broad experience in PPP/concessions, capital markets, life sciences, state aid, employment and compliance, financial restructuring and insolvency, as well as in software-related agreements, with a significant exposure to EU matters.

Mihaela Bondoc, Partner

Simona Petrisor, Partner, Banking & Finance, Capital Markets, Insurance and Public Procurement

Cosmin Stavaru,

Partner

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Mihaela is a Romanian law qualified lawyer with over 20 years of experience in Real Estate area, including property acquisition/disposal-related assistance, development of real estate, joint ventures, lease, leasing and concessions; portfolio restructuring and property management. Mihaela also passed the official real estate valuators exam. The main areas of expertise include commercial matters, due diligence and transaction assistance, including structuring, pre-implementation studies, drafting and negotiating of transaction documentation, postacquisition restructuring, mergers and spin-offs, real estate, employment law and personal restructuring, assistance in court on various tax litigation, assessments of legal compliance with various regulations, dealing with public authorities, as well as conducting of internal legal audits.

Nicolae Viorel Dinu, Partner

Viorel has more than 20 years of practice in litigation and arbitration. He is one of the few Romanian litigators having benefitted from US legal training and has significant experience in corporate, commercial and civil disputes. He is now the head of the dispute resolution practice with Bondoc & Asociatii and “represents well-known national and international corporates” (Legal 500, Restructuring and Insolvency, 2017). Viorel worked on civil and commercial trials related to sale-purchase contracts, privatization operations, corporate disputes, insolvency, press offences, intellectual property, administrative and tax disputes before the Romanian courts at all levels. He has substantial experience in complex international arbitrations at all levels, in major and sensitive ICSID and ICC cases, as well as in domestic arbitrations. He acted as co-counsel in ICC and ICSID arbitrations, as part of teams of European and U.S. attorneys representing foreign investors and multinational corporations, as well as sovereign

Monica Iancu, Partner, Energy, Corporate/M&A, and IT&C

Monicas has a very large and diverse relevant transactional background, having acted in a significant number of prominent transactions, particularly in development and power generation projects, power supply and trade, as well as oil and gas projects and advised leading domestic and international energy companies on mergers, acquisitions, privatizations and alliances, as well as on regulatory issues related to market operation. Monica’s expertise encompasses a broad range of complex commercial matters including commercial contracts across a variety of industries consumer protection matters, data protection, including e-privacy, IT/ IP law matters.

Simona Petrisor, Partner, Banking & Finance, Capital Markets, Insurance and Public Procurement

Simona has extensive experience acting for arrangers, borrowers and sponsors on a wide range of transactions with an emphasis on corporate, acquisition and project finance. She has advised both domestic and international clients on various cutting-edge transactions

in capital markets, derivatives, repos and securitization. She has very strong experience and expertise in public procurement and regulatory.

Cosmin Stavaru, Partner

Cosmin has over 13 years of experience in dealing with complex Corporate M&A, Real Estate transactions and regulatory issues as well as various investment projects in sectors such as Energy and Natural Resources, Retail, IT&C. He is also experienced in Public Procurement, Environmental Law and Project Finance, with significant exposure to complex projects and legal aspects.

Ioana Katona, Managing Counsel

Monica Stefania Gheorghe, Managing Counsel

Monica is a qualified lawyer with more than eighteen years of experience in both consultancy and dispute resolution. Monica advised international corporates, real estate and private equity funds and real estate developers, on various real estate issues, including deal structuring, due diligence reviews, title reviews, permits and leases. She also acted as litigation counsel in a wide range of real estate, construction, privatization, public procurement and concessions, bankruptcy, insolvency matters as well as other business areas, having advised major banks and financial institutions, international corporates, real estate and private equity funds and developers. She also contributed to drafting Smart Charts for Kluwer Law International guides regarding the arbitration procedure in Romania.

Diana has over 12 years of professional experience as Romanian counsel, focusing on banking and capital markets, financial services, insurance, public & private M&A, corporate and corporate governance. Prior to joining Bondoc si Asociatii team, Diana coordinated the capital markets practice as part of the Banking, Finance and Capital Markets Department of a first-tier Romanian law firm. Diana coordinates complex projects and provided advice to major international and domestic financial institutions, investment funds, PE funds, investment banks, capital markets authorities and institutions, IFIs, multinationals and other market players.

Ioana K atona,

Managing Counsel

Monica Stefania Gheorghe,

Managing Counsel

Bogdan Bunrau, Managing Counsel

Bogdan has over 19 years of extensive experience in corporate & M&A, energy and natural resources, private equity and competition. Bogdan has been involved in numerous acquisitions and privatizations, strategic joint-ventures, cross-border transactions and divestures, and regularly advises international clients in various industries on competition law matters and in dealings with the Romanian Competition Council. He has very strong experience in mining projects and assists regularly clients in the mining industry.

Raluca Voinescu, Managing Counsel

Raluca has over 12 years of extensive experience in competition law, commercial law and life sciences legislation. She has work on numerous investigations of the Competition Council, as well as EU Commission cases and has very strong experience in highly regulated sectors.

Horatiu Dan Dumitru, Managing Counsel

Diana Ispas,

Which Lawyer in Romania Law firms

Ioana is a Romanian law qualified lawyer with over 19 years of experience in both dispute resolution and consultancy. Ioana assists and represents international and domestic companies, financial institutions, public authorities and entrepreneurs in various commercial/corporate disputes (including company law and shareholder disputes), administrative proceedings, privatization, concessions, public procurements, bankruptcy (including representation of creditors and debtors), pharmaceuticals & healthcare, natural resources, IT&C, public administration, labor, intellectual property and taxation related litigation cases. Ioanaâ&#x20AC;&#x2122;s litigation expertise is complemented by a strong consulting activity, with particular focus on civil, employment, administrative and real estate legislation.

Diana Ispas, Managing Counsel

Managing Counsel

Bogdan Bunrau,

Managing Counsel

Horatiu Dan Dumitru,

Managing Counsel

A Romanian law qualified lawyer, Horatiu has over 17 years of experience in matters related to M&A projects, privatizations, corporate and commercial law, IT law and e-commerce, capital markets and legislative affairs. Before that, Horatiu has worked, for 10 years, with the Romanian Government and the Romanian Parliament, being involved in the legal management of the Cabinetâ&#x20AC;&#x2122;s weekly meetings and acting as a chief of staff to the secretary general of the Chamber of Deputies.

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Ovidiu Budusan, Senior Partner

BUDUSAN, ALBU & ASOCIATII SPARL Address: 4 Varsovia Street, 1st

District, Bucharest, RO-011807, Romania Website: www.budusan.ro Email: office@budusan.ro Phone: +4021 230 50 88 Contact person: Mirela Frumusanu; mirela@budusan.ro

Gabriel Albu,

Managing Partner

Number of lawyers in the firm: 11 Number of local partners: 5 Most representative clients: KMG International N.V./Rompetrol, OMV Petrom, RCS & RDS, Digi, Telekom, GFR/ Granpet/owner Gruia Stoica, Carmistin/ owner Iustin Paraschiv, Murfatlar, Intrarom, Polaris, Sorin Blejnar (former head of the National Tax Agency).

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Liana Iacob,

Partner

Florentina Frumusanu,

Partner

George Toniuc,

Partner

Ovidiu Budusan, Senior Partner

Ovidiu is the founding figure of Budusan, Albu & Asociatii. The professional experience acquired as prosecutor-in-chief of the Division for the Prosecution of Corruption and Organized Crime (later reorganized into PNA/DNA and DIICOT), as well as his subsequent prolific practice as attorney-at-law, recommend Ovidiu as one of the leading criminal defence attorneys in Romania. Ovidiu manages defence in complex cases dealing with business crime charges, in industries such as banking and finances, energy, oil & gas, IT, media, capital markets, pharmaceuticals, food industry, infrastructure, as well as charges of tax evasion and corruption offences. Ovidiu also has a notable track record of cases where individuals, companies or professional associations challenged the unjustified interferences of state authority in the exercise of fundamental rights, both before national courts and the ECHR.

Gabriel Albu, Managing Partner

Gabriel is a founding partner, as well as the managing partner of the firm. He has a strong professional experience acquired in multinational law firms. Prior to focusing on business crime law, he worked for the local offices of Linklaters, CMS Cameron McKenna and Salans (currently, Dentons). Gabriel manages primarily charges of tax evasion and fraud related to UE funding, but also corruption charges, cases of financial fraud, capital market criminality and

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public procurement fraud. Gabriel assists and represents companies and individuals involved, in various capacities, in criminal proceedings, both under national jurisdiction and in international cooperation procedures.

Liana Iacob, Partner

Lianaâ&#x20AC;&#x2122;s fields of expertise include fraud against the financial interests of the European Union, public procurement fraud, corruption, tax evasion, financial and insurance fraud, embezzlement, corporate fraud and intellectual property crime. Liana has managed complex cases of fraud in the financial and banking industry; she has provided legal consultancy and assistance to important corporate clients in the IT sector, in energy, real-estate, the food industry and financial services.

Florentina Frumusanu, Partner

Florentina is specialized in cases of tax evasion, accounting offences, capital market crimes, offences against the customs regime and intellectual property law, off shore transactions, corruption offences, corporate fraud and fraud against the financial interests of the European Union. Florentina gathered experience as an in-house lawyer in a multinational oil group.

George Toniuc, Partner

George is an experienced and skilled litigator, with a keen understanding of the investigative procedures and court process, and with a balanced, client-oriented approach. With nearly 20 years of experience, George assisted and represented both industry, and individual clients in complex criminal matters, handled by specialized prosecutorial units.

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII LAW FIRM (â&#x20AC;&#x153;CEEAâ&#x20AC;?) Address: 24 Sevastopol Street,

6th Floor, Office 601, 1st District, Bucharest, Romania Website: www.ceeattorneys.com Email: bucharest@ceeattorneys.com Phone: +4031 425 43 48 Contact person: Radu Boanta; radu.boanta@ceeattorneys.com; +40 757 109 900

Number of lawyers in the firm: 12 Number of local partners: 3 Most representative clients: Keswick Enterprises (acquired by Yusen Logistics), Xpediator Group, Olympian Parks Group, OMV Petrom, Emsa Capital, Cromwell Property Group (Valad Group), Extensa Group, Romania Hypermarche - Louis Delhaize Group (Cora Romania), Simacek Group, Benefit Seven, Norauto Romania, Good.bee Credit IFN SA, Sparking Capital, EshopWedrop.com.

Radu Boanta, Partner

Radu is a Partner of CEE Attorneys office in Bucharest. He specializes particularly in corporate and commercial, M&A, financial services and capital markets, insurance and pensions, energy and mineral resources, pharma and healthcare, environmental protection, privatizations, international tax structuring and dispute resolution. Radu has an extensive practice of over 18 years in the business law field, gained in prestigious international and Romanian top law firms.

Nicolae is a Partner of CEE Attorneys office in Bucharest. He specializes particularly in corporate law, M&A, public procurement and PPP, EU funds, oil and gas, energy and natural resources, real estate, financing and security law, intellectual property, data privacy and consumer protection. Nicolae has a business law experience of over 11 years, gained in a top Romanian law firm.

Sergiu Gidei,

Partner

Krisztina Voicu, Managing Associate

Krisztina is a Managing Associate of CEE Attorneys office in Bucharest. She specializes particularly in data privacy, retail and consumers law, competition law, intellectual property, employment, IT and telecom, corporate and commercial, pharmaceuticals & healthcare and public procurement. Krisztina has over 14 years of experience, gained in top Romanian law firms.

Nicolae Ursu,

Which Lawyer in Romania Law firms

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Nicolae Ursu, Partner

R adu Boanta,

Partner

Stefan Crangasu, Senior Associate

Stefan is a Senior Associate of CEE Attorneys office in Bucharest. He has over 12 years of significant experience in litigation and dispute resolution, competition and antitrust, M&A, insolvency, tax, debt recovery, employment, public procurement, corporate commercial, telecom and media, sport industry.

Krisztina Voicu, Managing Associate

Sergiu Gidei, Partner

Sergiu is a Partner of CEE Attorneys office in Bucharest. He specializes particularly in corporate and commercial, M&A, IT and telecom, insolvency, employment, real estate, intellectual property, gambling, consumer protection and international tax structuring. Sergiu has a significant experience of over 13 years in business law, gained in a Romanian top law firm.

Stefan Crangasu,

Senior Associate

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Daniel Badea,

Managing Partner

Nadia Badea,

Partner & Head of the M&A and Real Estate

Which Lawyer in Romania Law firms

M adalina R achieru,

Partner & Head of the Capital Markets

Simona Neagu,

LL.M., Counsel & Head of the Litigation & Dispute Resolution

Mihai M acelaru, Counsel

Cosmin Anghel,

Counsel

204

CLIFFORD CHANCE BADEA Address: 28-30 Academiei Street,

Excelsior Center, 1st District, Bucharest, RO-010016, Romania Website: www.cliffordchance.com Email: receptie@cliffordchance.com Phone: +4021 666 61 00 Contact person: Ana-Maria Gavrila; ana.gavrila@cliffordchance.com; +4021 666 61 43

Number of lawyers in the firm: 40 Number of local partners: 3 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Daniel Badea, Managing Partner of the Bucharest office Practice Area: Banking & Finance, Capital Markets, Energy & Natural Resources, Project Finance/PPP, White Collar Crime, Restructuring & Insolvency Over 20 years of legal practice in the international legal environment, including City of London. Primarily focused on Finance law, as well as corporate law, Infrastructure and Energy transactions. Has significant expertise in complex White-Collar Crime/strategic risk management, including crisis management, fraud investigations, regulatory investigations, restructuring & insolvency.

Nadia Badea, Partner & Head of the M&A and Real Estate practice Practice Area: Corporate, M&A, Private Equity, Real Estate, Employment, Competition, Energy & Natural Resources, Healthcare & Pharma

Practicing business law for over 20 years in the international environment, in Bucharest and the City of London. She has advised large private equity funds, real estate funds and developers, investment banks, and major corporations in high-profile strategic projects - complex M&A transactions (mergers, acquisitions, divestitures, carve-outs, joint ventures), infrastructure and development projects.

Madalina Rachieru, Partner & Head of the Capital Markets practice Practice Area: Capital Markets, Banking & Finance, Insurance

Advising financial institutions, investment banks, local and global companies in initial public offerings (IPOs), secondary public offerings, domestic bond issues, corporate and sovereign Eurobonds issues, EMTN programmes, GDRs issues, and receivables securitisations. She has been involved in almost all major Capital Markets transactions of the last ten years in Romania.

Simona Neagu, LL.M., Counsel & Head of the Litigation & Dispute Resolution practice Practice Area: Litigation & Dispute Resolution, Insolvency, Public Procurement, Healthcare & Pharma

Over 25 years in civil, commercial and corporate law, enforcement proceedings, insolvency procedure, and regulatory litigation in industries such as energy, telecom, environment and capital markets, competition law, administrative and fiscal law, construction litigation, public procurement litigation, white collar crime litigation. Simona represents clients in court and before arbitration tribunals.

Mihai Macelaru, Counsel Practice Area: Corporate M&A, Technology, Real Estate

Over 13 years of experience with top law firms, specializing in complex merger and acquisition deals, joint-ventures and privatizations on the capital markets. He has been involved in some of the most important deals in Romania, in real estate, telecommunications, medical services, food, retail, and the auto parts industries.

Cosmin Anghel, Counsel Practice Area: Fintech, Banking & Finance, Capital Markets

Actively involved in syndicated and bilateral finance, Real Estate finance, acquisition finance, commercial loans, public debt finance, municipal finance, secured lending, mortgage finance, consumer credit, financing or leasing of aircrafts, finance based on discounting of receivables and issuance of bills, bond issuance and EMTN programs and derivative transactions.

Andreea Sisman, Counsel Practice Area: Banking, Project Finance/PPP, Real Estate Finance, Healthcare & Pharma, Energy

Vlad Peligrad, PhD, LL.M., Counsel and Head of the Arbitration Practice Practice Area: Litigation & Dispute Resolution, Restructuring & Insolvency, Project Finance/PPP, Cyber-security

A key lawyer of the Capital Markets team, having been involved in highprofile transactions, including IPOs, secondary offerings and block trades, medium-term note programs, covered bonds and high-yield bonds issuances. He has also been involved in complex domestic and cross-border restructurings and insolvency procedures.

Loredana Ralea, Counsel Practice Area: Corporate M&A, Real Estate, Employment, Consumer Goods & Retail, Financial M&A, Insurance

Extensive experience on local and crossborder M&A transactions, providing legal consultancy to multinational and Romanian clients from various industry on all legal aspects related to M&A. She also has expertise in employment matters - individual and collective labour contracts, labour force restructurings, and individual and collective dismissals.

Andreea Sisman, Counsel

Vlad Peligrad,

PhD, LL.M., Counsel and Head of the Arbitration

R adu Ropota,

Which Lawyer in Romania Law firms

Advising international clients in both domestic and international large transactions from various sectors, including banks, infrastructure, energy and the real estate sector. Her expertise covers public procurement and concessions/PPPs, project finance, general finance, debt restructurings; she also has valuable experience in civil and commercial litigation and arbitration.

Radu Ropota, Counsel Practice Area: Capital Markets, Restructuring, Insolvency

Counsel

Loredana R alea, Counsel

Vast experience and knowledge on litigation & arbitration, insolvency procedures, fraud investigations and crisis management, as well as project finance, infrastructure and concessions/ PPP projects, bank lending and real estate finance transactions. An arbitrator at the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania.

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Corina Popescu, Founder

CORINA POPESCU LAW OFFICE Address: 6 Trifoi Street, 3rd District,

Bucharest, RO-030698, Romania Website: www.popescu-legal.com Email: office@popescu-legal.com Phone: +4031 107 13 83 Fax: +4031 107 13 84 Contact person: Corina Popescu; corina@popescu-legal.com;

Number of lawyers in the firm: 11

Claudia Apostol,

Associate

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Corina Popescu, Founder

Which Lawyer in Romania Law firms

M adalina Cioran, Associate

Adelina Petcu, Associate

Simona Boros, Associate

Corina founded the law office, strongly believing in the rule of law and in her capacity to offer ingenious and inspired ideas and unexpected and imaginative solutions and to obtain excellent and surprising achievements. Finding solutions where apparently there are not is one of the main aim in Corina’s activity as lawyer. She has been involved in complex litigations and transactions in commercial and corporate law, real estate and human rights. She has a PhD in Civil law with the theme “Damage compensation before the European Court of Human Rights”. She holds Postdoctoral studies from the University of Bucharest – Faculty of Law (2015) and a PhD from the University of Bucharest – Faculty of Law (2012), a LLM from the University of Paris I Panthéon Sorbonne - Law College of European Studies (2012), a LLM from University of Paris I Panthéon Sorbonne – Nicolae Titulescu - Henri Capitant Business Law Institute (2001) and a LLB from the University of Bucharest – Faculty of Law (2000). She is a member of the Bucharest Bar Association (2000) and of the Paris Bar Association (2013).

Claudia Apostol, Associate

Claudia joined our team 10 years ago and since then she focuses her practice primarily on commercial law and real estate. She has been involved in high profile litigation cases, defending the law office’s clients with passion and tenacity. Her experience in providing expert advice highly recommend her as an excellent lawyer. She holds a LLM from Nicolae Titulescu University – Faculty of Law (2004) and a LLB from Titu Maiorescu University – Faculty of Law (2003).

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Madalina Cioran, Associate

Madalina joined our team 6 years ago and since then she specialized in fiscal and administrative contentious and labour law. She has been involved in very important cases, achieving substantial experience in a large number of cases where she defended the law office’s clients with effectiveness and perseverance. She holds a LLM from University of Paris I Panthéon Sorbonne – Law College of European Studies (2009), a LLM from University of Bucharest – Faculty of Law (2010) and a LLB from University of Paris I Panthéon Sorbonne - Law College of European Studies (2008), a LLB from University of Bucharest – Faculty of Law (2009).

Adelina Petcu, Associate

Adelina joined our team in 2015, but very quickly she integrated and became one of the main lawyers. She focuses her practice mainly on real estate, public procurement and insolvency procedures, advising international and domestic real estate developers and investors and representing law office’s clients in complex cases. She holds a LLM from University of Bucharest – Faculty of Law (2010), a LLM from Bucharest University of Economic Studies – Faculty of Finance, Insurance, Banking and Stock Exchange (2010) and a LLB from University of Bucharest – Faculty of Law (2009), a LLB from Bucharest University of Economic Studies - Faculty of Finance, Insurance, Banking and Stock Exchange (2008).

Simona Boros, Associate

Simona joined our team as junior lawyer in 2015, but her knowledge and involvement proved her to be more mature than many definitive lawyers, becoming definitive lawyer in 2016. She focuses her activity in private law, associations, labor law, managing complex high-stake cases. She holds a LLM from University of Bucharest – Faculty of Law (2014) and a LLM from University of Bucharest – Faculty of Law (2015).

DOBRINESCU DOBREV SCA Address: 7 Intrarea Roma, 1st District, Bucharest, RO-011772, Romania Website: www.dobrinescudobrev.ro Email: inquiry@dobrinescudobrev.ro Phone: +40 723 000 497 Fax2mail: +4031 816 73 14 Contact person: Luisiana Dobrinescu Number of lawyers in the firm: 12 Number of local partners: 3 Most representative clients:, Holzindustrie Schweighofer, AD Auto Total, Swiss Capital, City Point, Vivre Deco, Astaldi SpA, UniversalMusic, UPFR, European Drinks, CTP Park Gamma. PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Luisiana Dobrinescu, Partner

Ionut Dobrinescu, Partner, Head of the Fiscal Disputes Resolution Department.

Ionut is a member of the Bucharest Bar since 1999. Between 2000 and 2010, Ionut pleaded in civil, commercial, real estate, leasing, insurance, corporate and capital market litigation and also in litigation involving public authorities, fiscal, administrative, competition and city planning trials. Starting with 2010, he specialized himself in fiscal litigation. Ionut is also the author of numerous articles related to fiscal litigation. Ionut graduated in 1998 the Law School of Bucharest University and also the Franco-Romanian College of European Studies, Bucharest graduate of UB-Paris I Pantheon Sorbonne.

Dumitru Dobrev, Partner, Head of the Civil Disputes Resolution Department

Dumitru has significant experience in private litigation, administrative trials, national and international arbitrage. His

Lelia Grigore, Manager within Fiscal Disputes Resolution Department.

Lelia is a graduate of the Faculty of Law, University of Bucharest (2011) and also, of the Fiscal law Master at the same University. She is litigation lawyer since 2011 with several practice areas: fiscal law, civil law, business law, city planning law and criminal law. Her specialisation is tax law, having an expertise which includes consulting, assisting the clients during tax inspections and also litigations in front of the fiscal- administrative courts.

Diana Vlasceanu

Diana is a senior tax lawyer, having double expertise: she is a graduate of both the Faculty of Law and Business Administration and Economics. She is specialized in a broad range of litigation matters such as fiscal, administrative and criminal law. Diana is additionally a knowledgeable practitioner of corporate, taxation and business law, providing advice to local and domestic investors on such matters.

Partner

Ionut Dobrinescu,

Partner, Head of the Fiscal Disputes Resolution Department.

Dumitru Dobrev,

Which Lawyer in Romania Law firms

Luisiana is the coordinator of the entire fiscal practice. She has a double specialization, being a graduate of both the Law School (Bucharest University) and of the Accounting and Management School (Titu Maiorescu University). In 2013 she also graduated the Master in Tax Law organized by the Law School of Bucharest University and currently, is a PhD researcher for Law faculty, West University, on VAT issues. With a 17year experience in tax law, Luisiana is specialized in tax consultancy, assistance throughout the fiscal inspection, assistance in contesting the tax assessments and legal representation in fiscal litigation. Luisiana is highly specialized in value added tax (VAT) and fiscal procedure.

predilect practice area is the property restitution litigation, environment law and city planning, entrepreneurial litigation related to building contracts, FIDIC regulation, as well as the insolvency matters. He is also specialized in intellectual and industrial property, being IP counselor since 2006. Dumitru has obtained a PhD degree from The Legal Research Institute “Andrei Radulescu”, and a LLM degree from the Franco-Romanian Institute of International Business Law “Nicolae Titulescu – Henri Capitant”. He graduated in 1998 the Law School, “Alexandru Ioan Cuza” University, Iasi.

Luisiana Dobrinescu,

Partner, Head of the Civil Disputes Resolution Department

Lelia Grigore,

Manager within Fiscal Disputes Resolution Department.

Diana Vlasceanu

Andrada Ples, Manager of the Tax Consultancy Department

She has graduated the Faculty of Finance, Insurance, Banking and Stock Exchange from the Academy of Economic Studies in Bucharest in 2007. In 2008 she graduated the Faculty of Communication and Public Relations from the National School of Political Studies and Administration. From 2012 she is a member of the Romanian Chamber of Fiscal Consultants. With an experience of 11 years in the field of tax consultancy, she is involved in the assistance regarding reorganization processes, drafting fiscal opinions regarding various issues of companies, assistance during tax audits, evaluation of the tax position of companies, assistance regarding taxation of individuals.

Andrada Ples,

Manager of the Tax Consultancy Department

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Perry V. Zizzi,

Romania Managing Partner

DENTONS EUROPE Address: 28-C General C. Budisteanu Street, 1st District, Bucharest, RO-010775, Romania Website: www.dentons.com Phone: +4021 312 49 50 Fax: +4021 312 49 51 Contact person:

Anda Todor,

Partner

Which Lawyer in Romania Law firms

Cristina Daianu,

Partner

Mihaela Stefan, Marketing Manager; mihaela.stefan@dentons.com; +4021 312 49 50; Andreea Ciorapciu, Business Development & Marketing Coordinator, andreea.ciorapciu@dentons.com Number of lawyers in the firm: 28 Number of local partners: 7 Most representative clients: Banca Comerciala Romana, P3 Logistic Parks, METRO, JLG Manufacturing Central Europe, Dr. Reddy’s, HERE, OMV Petrom, Franklin Templeton Investments, Valeo, Sony.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Perry V. Zizzi, Managing Partner

Claudiu MunteanuJipescu,

Partner

Perry heads the Bucharest Banking & Finance group and has 23 years of experience practicing law in the US, Latin America, Western Europe and in the emerging markets of Central and Eastern Europe. His experience in finance is particularly broad, spanning syndicated loans, receivables securitizations, capital markets aspects, senior and subordinated debt, recapitalization and acquisition finance.

Anda Todor, Partner

Tiberiu Csaki,

Partner

Anda is the Head of the Bucharest Corporate group. She is an experienced lawyer who focuses on the areas of corporate and commercial, M&A, banking and finance, project finance, private equity and capital markets. Anda currently serves as President of the AmCham Board.

Cristina Daianu, Partner

Cristina heads the local German Desk. She has extensive experience with corporate and M&A, including structuring a variety of joint ventures, greenfield projects,

R aul Mihu,

Partner

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Bogdan Papandopol,

Partner

reorganization and restructuring, as well as competition/antitrust and employment issues. Cristina is also Vice-president of the Arbitral Tribunal of the Romanian-German Chamber of Commerce.

Claudiu Munteanu-Jipescu, Partner With over 19 years of sector experience, Claudiu heads the Bucharest Energy practice. He specializes in conventional and renewable energy, public procurement, PPP, infrastructure and concessions, including dealing with public authorities, having been involved in landmarks projects. He advises local and international clients on complex regulatory, contractual and corporate matters.

Tiberiu Csaki, Partner

Tiberiu is a highly experienced litigation and arbitration lawyer, with over 30 years of experience as a legal practitioner. He has been involved in many complex cases at both national and international level. He has recently represented clients from various industry sectors in complex cases which have covered commercial litigation and arbitration, administrative disputes, white collar crime, public procurement issues, employment matters and insolvency procedures across various sectors - energy, automotive, infrastructure, manufacturing, chemicals and retail.

Raul Mihu, Partner

Raul heads Dentons’ competition practice in Romania. He has extensive experience advising large national and multinational companies on intricate matters of Romanian and EU competition law, as well as regulatory issues. He focuses on assessing and reforming the clients’ business practices, structuring and implementing national and cross-border distribution models and franchise systems, assisting clients in investigations initiated by competition regulators, securing expedited merger clearances for the clients’ transactions and devising novel approaches to meet the clients’ challenging needs in an increasingly complex market.

Bogdan Papandopol, Partner

Bogdan heads the Real Estate practice in Romania. He has over 17 years of experience and focuses primarily on real estate transactions and consultancy, including real estate due diligence, title insurance, construction, title investigation and restitution claims, as well as property management related aspects. He also concentrates on crisis management in connection with real estate deals and financing.

GRUIA DUFAUT LAW OFFICE Address: 28 Hristo Botev, 3rd District,

Bucharest, Romania Website: www.gruiadufaut.com Email: bucarest@gruiadufaut.com; paris@gruiadufaut.com Phone: +4021 305 57 57 Fax: +4021 305 57 58 Contact person: Argentina Traicu; PR&Communications: bucarest@ gruiadufaut.com

Number of lawyers in the firm: 13 Number of local partners: 4 Most representative clients: Lagardere Active, Colas, FM Logistic, Orange, Veolia, Total, Soufflet, Norauto, Roquette, BCR Asigurari.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Dana, member of the Paris and Bucharest Bar Associations, has been active on the Romanian market since 1991. She is one of the pioneers of the business legal practice in Romania and, for the last 27 years, she has been assisting many foreign companies in privatization operations, corporate and asset transactions, joint-venture transactions, PPPs, Greenfield investments etc., demonstrating extensive experience in the legal practice of commercial and corporate law. She contributed to the entry of numerous French investors on the Romanian market. She is recognized for the supply of legal advice and assistance in complex matters and in various sectors: infrastructure, agriculture, real-estate, automobile, energy, pharma, industry etc.

Loredana Van de Waart, Partner

Loredana has 17 years years of experience in business law, namely in M&A, commercial and corporate law, real estate, competition law, public procurement and PPPs. Head of the Law Office’s Consultancy Department, she coordinated several teams of specialized lawyers in order to successfully accomplish complex transactions. She has successfully assisted and represented many international companies in public procurement procedures and in administrative proceedings relating thereto, in various fields (infrastructure, telecom, milk control, civil constructions, water treatment plants, delivery of various products etc.).

Cristina has over 17 years of experience in the legal profession and she represents the Law Office’s clients before all courts, including the High Court of Cassation and Justice and arbitration courts. Head of the Law Office’s Litigations Department, she coordinates the teams of specialized lawyers in order to successfully represent clients before all courts. Her expertise in this area particularly comprises client representation in civil (recovery of immovable and movable assets,), commercial (agreement cancellation, debt recovery, contentious issues related to contractual or tort liability, corporate litigations), administrative and tax proceedings (litigations on the protection of the public service supply system, annulment of certain documents issued by administrative authorities, VAT recovery, tax claims). She also has an extensive practice in company and real estate acquisitions, particularly in structuring of transactions, drafting legal due diligence reports and all types of transactional documents (memoranda of understanding, assignment, sale and guarantee agreements etc.); she was involved in complex domestic and crossborder M&A transactions (in sectors such as agriculture, oil & gas, retail).

Teodora Kolestis, Partner

Managing Partner and Founder

Loredana Van Waart,

Partner

Cristina Bojica,

Which Lawyer in Romania Law firms

Dana Gruia Dufaut, Managing Partner and Founder

Cristina Bojica, Partner

Dana Gruia Dufaut,

Partner

Teodora Kolestis,

Partner

Teodora has over 13 years of expertise in litigations, real-estate law. She represents our clients’ interests before courts of all degrees, in commercial, civil, administrative and tax proceedings, as well as before arbitration courts and European institutions. As a pleading lawyer, she successfully represented numerous companies in court, in commercial, civil, administrative and tax litigations. She has also provided representation services in complex public procurement procedures and their corresponding administrative procedures, in several economic sectors (infrastructure, milk control, civil constructions, water treatment plants, product delivery, telecommunications etc.). Teodora also has a vast experience as a legal advisor, accompanying clients in various commercial transactions, foreign investments in Romania or drafting legal opinions and due diligence reports on legal matters of general interest.

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R adu Ionescu,

Partner

IONESCU SI SAVA Address: 24 Paleologu Street, 3rd

Otilia Sava, Founding Partner

Number of lawyers in the firm: 25 Number of local partners: 5 Most representative clients:

Alina Neagu, Partner

District, Bucharest, Romania Website: http://ionescusava.ro/ Email: office@ionescusava.ro Phone: +4021 314 02 54 Contact person: Radu Ionescu; radu@ionescusava.ro

George Ionescu,

Managing Partner

Which Lawyer in Romania Law firms

Otilia Sava,

Founding Partner

Alina Neagu,

Partner

Alina Nica,

Partner

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Mercedes-Benz Romania SRL, MercedesBenz Leasing IFN SA, Banca Comerciala Romana SA, BCR Leasing IFN SA, BCR Banca pentru Locuinte SA, Resolute Lar Romania SA, Omniasig Vienna Insurance Group SA, Provident Financial Romania IFN SA, Romstal Imex SRL, Autoklass Center SRL.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Radu Ionescu, Partner

Radu is a partner of Ionescu si Sava and co-ordinates our corporate and commercial advisory practice. A lawschool and business school graduate, Radu specializes in M&A, competition, banking, finance and tax law. He has been part of high-profile transactions and has also acted as main counsel in several competition matters.

George Ionescu, Managing Partner

George is the managing partner of Ionescu si Sava. He co-ordinates our Dispute Resolution practice, having a broad experience in all aspects of litigation and dispute resolution, including mediation and arbitration. George has successfully represented top-tier multinational companies in commercial and civil litigation, both in statutory and arbitration courts.

Otilia is a founding partner of Ionescu si Sava and the leader of family law, media and IP practices of our firm. Otilia has acquired significant experience in private client litigation, as well as in any matters related to the business pursuits and private legal matters of individuals. Alina is a partner of Ionescu si Sava. She has successfully represented corporate clients in complex collective bargaining, as well as in negotiations with unions and employee representatives. Additionally, her experience includes assisting the clients in complex commercial and civil litigation matters, particularly in real-estate and construction law litigation.

Alina Nica, Partner

Alina is a partner of Ionescu si Sava. She co-ordinates our litigation and arbitration team and has acquired valuable experience in labour and commercial litigation. Alina has advised in several important and lengthy cases related to construction law, real-estate disputes, as well as in employment disputes.

TMO ATTORNEYS AT LAW (KPMG LEGAL) Address: 69-71 DN1 Bucharest Ploiesti

Road, Victoria Business Park, 1st District, Bucharest, RO-013685, Romania Website: www.kpmglegal.ro Email: office@kpmglegal.ro Phone: +40 372 377 800 Contact person: Simona Delea; sdelea@kpmg.com, +40 743 139 407. Number of lawyers in the firm: 22 Number of local partners: 3 Most representative clients: EOS Group, Porsche Finance Group, Provident Financial Romania IFN SA, Globalworth Real Estate Investments Limited, Sphera Franchise Group SA, Procredit Bank SA, Supernova JV S.a.r.l., Cefin Real Estate Kappa SRL, Societatea AsigurareReasigurare Astra SA, Vodafone Romania SA.

Laura Toncescu, Managing Partner – Banking & Finance, Capital Markets, Corporate and M&A, Data Privacy

Laura has over twenty years of experience in legal services, of which more than half have been mainly dedicated to the financial services (FS) sector. Laura possesses detailed knowledge of banking and finance law, fintech regulatory issues, consumer protection, data protection, corporate, civil and labor law.

Nicoleta Mihai, Managing Partner – Dispute Resolution, Insolvency and Re-structuring

Nicoleta is a well-known expert with 18 years of experience in management of complex large scale insolvency and recovery projects, in civil law and in litigation. She has a special focus on the financial services industry. Nicoleta also leads the Dispute Resolution department in the firm and represents clients in all courts.

Alexandru has practiced law for 18 years. He supervises all litigation cases and ensures the highest quality of service to clients. Alexandru specializes in fiscal law, competition law and also has an in-depth understanding of the financial services sector.

Gunay Duagi, Managing Associate – Financial Services and Capital Markets

Günay has over 10 years of experience in Financial Services. His practice focuses on: setting-up, authorisations and licensing, consumer protection and regulatory issues for credit institutions and non-banking financial institutions as well as listing of issuers on Romanian and international capital markets. Over the last two years, Gunay has successfully assisted innovative foreign fintech companies providing online lending platforms in complex authorisation projects to become licensed as nonbanking financial institutions. Günay also specializes in the shipping, metallurgical and telecommunications industries. Gunay is an associate professor at the Bucharest Academy of Economic Studies where he teaches Business Law.

Cristina Alina Rosu, Senior Manager – Banking & Finance, Real & Construction, Corporate and M&A

Cristina Rosu has practiced for over 11 years. She has extensive experience and indepth expertise in banking and finance law. Cristina has advised local and international banks, non-banking financial institutions, investment funds and insurers as well as financial industry associations.

Nicoleta Mihai,

Managing Partner

Sebastian Olteanu,

Which Lawyer in Romania Law firms

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Alexandru Stanoiu, Senior Manager – Dispute Resolution, Insolvency and Re-structuring, Competition

L aura Toncescu,

Managing Partner

Alexandru Stanoiu,

Senior Manager

Gunay Duagi,

Managing Associate

Sebastian Olteanu, Managing Partner – Financial Services, Corporate and M&A

Sebastian’s financial services law practice is based upon his 12 years of experience in this field, out of his 15 years practicing law.

Cristina Alina Rosu,

Senior Manager

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Anda Tufan, Manager

Alexandru Moise, Senior Manager, Financial Services

Alexandru has more than 10 years of experience advising on numerous projects involving authorisation of banks, payment institutions, insurers and other financial institutions. He also specializes in data protection and is involved in the implementation of GDPR in a number of financial institutions.

Alexandru Moise, Senior

Anda Tufan, Manager, Corporate and M&A

With 8 years of experience, specialized in corporate and M&A law, Anda has acted in some of the largest business transfers in recent years. She is regularly involved in group restructurings and regulatory advisory across various industries including: retail, aviation, fmcg, automotive, construction, telecom, e-commerce.

Which Lawyer in Romania Law firms

Manager

NOERR Prof. Dr. Jörg K. Menzer,

Managing Partner, Head CEE Offices

Rusandra Sandu,

Partner, Head of Corporate/M&A and Competition Department

Address: 28C General Constantin

Budisteanu Street, 1st District, Bucharest, RO-010775, Romania Website: www.noerr.com Email: info@noerr.com Phone: +4021 312 58 88 Fax: +4021 312 58 89 Contact person: Prof. Dr. Jörg K. Menzer, Business Development & Communication Manager Romania & CEE Number of local partners: 6

Most representative clients:

Daimler/Intelligent Apps, Immochan, Samsung Electronics, Harman International Industries Inc, Voya/Rocket Internet Group, BayWa, Nidec Sole Motor Corporation, Vastint, Bristol-Myers Squibb, Fresenius Kabi.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Prof. Dr. Jörg K. Menzer, Managing Partner, Head CEE Offices

Prof. Dr. Jörg K. Menzer coordinates Noerr’s CEE practice for international clients. He specializes in M&A transactions, and concentrates on structuring major foreign investments and business expansion projects in

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CEE. He has extensive experience in acquisitions and greenfield investments, based on his knowledge of the business and legal environment in CEE and his excellent networking in the region. In addition, Jörg K. Menzer has worked on many restructurings, private equity investments and capital measures, as well as for public listed companies.

Rusandra Sandu, Partner, Head of Corporate/M&A and Competition Department

Rusandra Sandu has extensive experience in structuring major foreign investments in Romania, ranging from M&A transactions, joint ventures and complex regulatory procedures, restructurings up to the structuring of Greenfield investments. Rusandra Sandu is also an expert in competition law, including merger control, cartel and infringement proceedings and competition compliance. Her broad experience in the field of regulatory & governmental affairs, especially automotive, retail, pharma & healthcare has been well proven in many advisory projects and completes her full spectrum advisory profile.

Alexandru Ene, Partner, Head of Litigation & Compliance Department

Alexandru Ene has extensive experience in process management and strategic mandate execution, especially in civil law, commercial law, labor law and real estate law disputes, as well as in insolvency procedures and white collar crime. He coordinates also the compliance practice, having experience in implementing and developing compliance programs, planning and structuring internal investigations as well as providing prevention programs and trainings.

Roxana Dudau, Associated Partner, Head of Real Estate & Construction Department

Iulian Sorescu, Associated Partner, Head of Financial Department

Iulian Sorescu is member of ACCA UK, CECCAR, CAFR and AMCOR and heads our Financial, State Aid & Management Consulting Department. He coordinates the strategic advice offered to our clients in all business and financial issues such as financial advisory, financial due diligence, financial audit according to IFRS, US/German GAAP and Romanian standards, financial reporting and controlling, bookkeeping, payroll and management consulting. In particular, he helps our clients improve/maintain their financial performance by coaching and monitoring their internal activities and optimizing their structures. In 2008 Mr. Sorescu has developed our State Aid Department. Since then our team has successfully assisted many international companies in view of obtaining the financing approval for state aid, by preparing the business plan, business

Alexandru Ene,

Partner, Head of Litigation & Compliance Department

Gabriel Popa, Associated Partner Gabriel has strong expertise in domestic and international financing transactions, especially in the areas of corporate finance, structured finance, real estate finance, cash pooling, leasing and M&A transactions in Romania. During the past years Gabriel Popa has developed good connections in this sector, advising both lenders and corporate clients in Romania and throughout the CEE region.

Roxana Dudau,

Associated Partner, Head of Real Estate & Construction Department

Magdalena Alexandra Lupoi, Senior Associate, Head of Banking & Finance Department

Magdalena Alexandra Lupoi specializes in banking & finance, capital markets, corporate/mergers & acquisitions, leasing and insurance. Magda has extensive experience in advising commercial and investment banks, both international and domestic and assisted on major financing transactions. She joined Noerr after a long experience as head of the legal and credit recovery department for a British bank operating in Romania. The exceptional expertise and professionalism of Magdalena combined with the outstanding commercial knowledge she acquired during her activities within the banking system, enables her to identify the most suitable legal solutions to the clientsâ&#x20AC;&#x2122; needs.

Iulian Sorescu,

Which Lawyer in Romania Law firms

Roxana Dudau specialises in advising major foreign investors active in the field of retail and construction, as well as banks and major investors (predominantly from the automotive and aerospace sectors) in their greenfield investments in Romania, for which she advised on structuring their investments beginning with the land acquisition process up to planning and construction contracts for their production facilities in Romania. Roxana has extensive experience in real estate, especially in town planning and construction law and industrial, office and retail leases. She advises the firmâ&#x20AC;&#x2122;s clients on their market entry and expansion in Romania.

model as well as by providing assistance in relation to the Ministry of Public Finances. The projects represented either extension of production/business of international companies, or Greenfield investments.

Associated Partner, Head of Financial Department

Gabriel Popa,

Associated Partner

M agdalena Alexandra Lupoi,

Senior Associate, Head of Banking & Finance Department

213

R azvan Popa,

Managing Partner

Bogdan Bibicu,

Partner

KINSTELLAR Address: Nicolae Iorga 8-10 Street, 1st District, 010434, Bucharest, Romania Website: www.kinstellar.com Email: bucharest.reception@kinstellar.com Phone: +4021 307 15 20 Contact person: Ana Pandelea, ana.pandelea@kinstellar.com Number of lawyers in the firm: 30 Number of local partners: 5 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Razvan Popa, Managing Partner

Which Lawyer in Romania Law firms

Iustinian Captariu,

Partner

Remus Codreanu,

Partner

Victor Constantinescu,

Partner

214

Practice areas: M&A & Corporate, NPLs & Distressed Assets, Private Equity, Real Estate. Razvan is the Head of the Romanian Corporate and M&A practice, as well as cohead of the firm-wide Private Equity sector. He has extensive experience in dealing with drafting, reviewing and mediating joint venture agreements, mergers and acquisitions, restructuring, disinvestment and transfer of business projects, as well as sale and purchases of shares. Razvan has advised on a great roaster of mandates in many industry sectors, such as retail, agriculture, industrials, banking, automotive, healthcare, pharma etc. Moreover, he boasts a broad range of experience in international real estate work, counting on his experience of 19 years.

Bogdan Bibicu, Partner

Practice areas: Banking͵ Finance & Capital Markets, Compliance͵ Risk & Sensitive Investigations, Restructuring & Insolvency, Technology͵ Media & Telecommunications, White-Collar Crime. Bogdan is the head of the local Banking, Finance & Capital Markets practice. Bogdan’s portfolio includes local and international financial institutions, as well as non-financial banking institutions and investment companies/funds or sponsors, which he is advising and assisting on various matters deriving from the banking & finance sector, such as financing acquisitions of businesses or particular assets, financing of real estate developments, energy related development projects. Moreover, he leads the Firm-wide Compliance, Risk and Sensitive Investigations practice, which includes the White Collar Crime group as well. Bogdan acts for local and international clients in industries such as automotive, energy, financial services, IT, retail, defense, infrastructure and life science. He has gained significant expertise in structuring and conducting internal investigations, as well as advising from a local anti-corruption and white collar criminal standpoint.

Iustinian Captariu, Partner

Practice areas: Competition & State Aid, Energy, Life Sciences & Healthcare, M&A & Corporate. Iustinian is the Head of the Competition and Energy practice in the Bucharest office of Kinstellar. He has significant experience acting for large companies in relation to the whole spectrum of competition law matters. Iustinian has particular experience of specific competition law issues in the energy, financial and healthcare sectors. Moreover, he has over 10 years of experience advising local and international clients on significant transaction in the energy and power and gas sectors. Iustinian has also advised on important acquisitions and joint ventures in Romania and across the region.

Remus Codreanu, Partner

Practice areas: Compliance, Risk & Sensitive Investigations, Dispute Resolution, Employment & Labour Law, Intellectual Property, Technology͵ Media & Telecommunications, WhiteCollar Crime. Remus has over 15 years of broad and in-depth experience in advising and representing Romanian and international companies on various types of legal matters, in areas such as litigation & arbitration (he advised and represented Romanian and international companies in more than 600 litigation and arbitration cases), employment, public and administrative law, insolvencies, competition, state aid, media law, commercial and intellectual property law contracts. Remus has particular expertise in employment law matters, having assisted large employers in negotiation, closing and operation of individual and collective labour contracts including representation in the dispute phases related to their closing and execution.

Victor Constantinescu, Partner

Practice areas: Real Estate, Construction & Planning. Victor is the Head of South Eastern Europe real estate practice, including Romania, where he is based and maintains the bulk of his practice. Victor is regarded as one of the top lawyers in Romania when it comes to commercial real estate across all asset classes, for international investment funds and land developers. He brings 15 years of domestic and cross border real estate experience to both our Romanian and regional practices with a focus on transactional work. Born and raised in Canada and a native English speaker, Victor is a Canadian-educated lawyer and admitted to practice to the New York Bar.

MARAVELA&ASOCIATII Address: 6A Barbu Delavrancea

Street, Building C, Ground Floor, 1st District, Bucharest, RO-011355, Romania Website: www.maravela.ro Email: office@maravela.ro Phone: +4021 310 17 17 Contact person: Olivia Popescu, olivia. popescu@maravela.ro Number of lawyers in the firm: 20 Number of local partners: 7

Most representative clients:

Chimcomplex, Astra Holding, Betty Ice, Nordic Petfood, B Braun Avitum, Hertz Autotehnica Fleet Services.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Gelu Maravela, Founding Partner

Alina Popescu, Founding Partner

As a founding partner of Maravela&Asociatii and as a former partner with another top tier Romanian law firm, Alina has been at the forefront of some of the largest projects and transactions as well as of some of the most significant commercial and investment arbitrations involving Romanian counsels. She is an internationally commended lawyer with extensive expertise in M&A, commercial & corporate projects as well as in competition, employment, technology, regulatory and arbitration matters. In addition, Alina’s expertise encompasses the amicable settlement of disputes and the configuration of the client’s prelitigation conduct meant at achieving a favourable out-of-court settlement and to increase chances for success in court. Alina’s diverse expertise, her ability to coordinate cross-border projects and capacity to draw up and lead 365 degrees, multi-angled assessments and strategies bring a great added value to the successful outcome of the most intricate transactions and disputes. She advises a broad range of multinational corporations and high profile private clients and has been frequently acting as a Romanian counsel to some of the world’s leading international law firms. Education: LL.M in European Union Law, Montesquieu Bordeaux IV University (2004); LL.B, Bucharest University Law School (2003).

Founding Partner

Alina Popescu,

Founding Partner

Ioan Roman,

Which Lawyer in Romania Law firms

Gelu has over 20 years of experience in the legal profession, being ranked amongst the most prominent lawyers in Romania. He has previously acted as a judge with one of the Bucharest courts as well as an attorney with the London office of a Magic Circle law firm and an equity partner of a top tier Romanian law firm. Throughout his practice, Gelu has been lead counsel in a large number of high value projects and has worked for an outstanding number of high profile corporations doing business in Romania as well as for many public authorities, being praised for his results-driven, business-oriented approach, negotiation skills and multiangled strategic thinking, which have paid striking results in some of the most sensitive and/or sub-leveraged matters. Aside from his general corporate and commercial practice, Gelu holds a wide ranging expertise in mergers & acquisitions, having been involved in some of the largest deals closed in Romania, including privatizations and all forms of private dealings in the field. Gelu’s corporate and M&A practice is neatly supported by his solid insight of capital markets regulations and knowhow acquired through a large number of projects unfolded on the capital markets and the day-to-day assistance of publicly held companies. He also has extensive experience in pharmaceuticals and healthcare matters, having worked for an impressive portfolio of international clients including 9 of the top 12 medicine and medical devices manufacturers worldwide. In addition, he holds solid data protection expertise and in-depth

knowledge of oil&gas and natural resources matters, having advised clients on a large number of regulatory and business specific issues. Education: LL.M, Warwick University, UK (2000); High Institute for Magistrates, Bucharest (1996); LL.B, Bucharest University Law School (1995).

Gelu M aravela,

Founding Partner and Co-Head of the Dispute resolution department

Dana R adulescu, Partner

Alexandra Rimbu, Partner

Ioan Roman, Founding Partner and Co-Head of the Dispute resolution department

Ioan is a skilled and seasoned business lawyer with a broad experience and remarkable successes in dispute resolution matters, being constantly acknowledged for implementation and designing of impeccable strategies in his clients’ best interests. Ioan`s expertise equally spans white collar crime matters and he has previously acted as a prime litigator in reputed international and Romanian law firms. Throughout his career, Ioan has successfully provided

215

R azvan Pele, Counsel

Felix Tapai, Tax Partner

representation in complex commercial litigation cases including high profile bankruptcy proceedings, administrative disputes, employment disputes, enforcement procedures and litigation matters related to public procurement. In addition to his court experience, Ioan holds an extensive arbitration expertise. He also provides valuable advice on pre-trial strategy and during complex settlement negotiations. Ioanâ&#x20AC;&#x2122;s practice commonly addresses a large area of industries such as public administration, IT, real estate and construction, hydropower, transportation, medical technology, car manufacturing, financial services, etc. Knowledge, partnership and trust are core values to his customary performance. Education: LL.B, Bucharest University Law School (2007).

Dana Radulescu, Partner

Which Lawyer in Romania Law firms

A former partner with leading Romanian law firms, Dana Radulescu specializes corporate financing, capital markets, public procurement, data protection and regulatory & compliance matters, having acted as lead counsel in many of the countryâ&#x20AC;&#x2122;s large financing projects. Dana represented major clients acting in a diverse range of industries with regard to intricate legal matters stemming investments & divestiture projects, including as regards deal structuring, as well as from various business restructuring projects, transfers of business and assets as part of complex reorganization plans. Dana is particularly skilled in banking and finance M&A and corporate matters as well as M&A related financing and capital market matters. In addition, she is acknowledged for her in-depth legal knowledge and creative approach well combined with the ability to mediate opposite positions and interests. Education: LL.B., European Law (Maitrise en Droit Europeen), Universite Paris I Pantheon-Sorbonne (2001); LL.B, Bucharest University Law School (2000).

216

Alexandra Rimbu, Partner

Alexandra is an experienced attorney, assisting top international corporations and investors in numerous industries. Alexandra acts as lead counsel in a variety of corporate/M&A, commercial, contract law as well as competition and IP matters. Her expertise equally extends to employment, construction & infrastructure and PPP as well as dispute resolution and arbitration matters. Previously a member of reputed business law firms, Alexandra possesses excellent communication skills and is praised for her efficient and prompt approach to matters, regardless of their complexity. Education: LL.B, Bucharest University Law School (2008).

Razvan Pele, Counsel

Razvan has well over a decade of legal experience and is specialized in Competition & Antitrust, Regulatory, Intellectual Property, Corporate/M&A as well as Consumer Protection matters, being also skilled in the contentious aspects of Competition and IP law. Razvan joined the firm as partner, member of the Competition department and member of the IP department. He assists important multinational clients in a variety of industries and is an active contributor to international and national publications. He is a very sharp and business-oriented attorney. Education: LL.M in International and Community Law, Nicolae Titulescu University (2009); LL.B, University of Timisoara Law School (2007).

Felix Tapai, Tax Partner

Felix has over 15 years of practice in the finance and tax advisory sectors, his broad experience ranging from financial audit, consultancy and compliance to the design and implementation of efficient tax structures. He has successfully assisted large Romanian corporations and the State Fiscal Administration as well as foreign NYSE listed development services groups and financial services companies, just to name a few. Among Felixâ&#x20AC;&#x2122;s achievements and skills, we mention efficient VAT optimization, thorough reporting and compliance resulting in impeccably clean audits from the National Bank of Romania (NBR), complex and accurate risk assessment and excellent project and budget management and coordination proven abilities. He is a Ministry of Finance Certified Tax Consultant since 2007. Education: Bachelor in Finance, Accounting, Banks and Stock Exchange, Transylvania University (2000).

MITEL & ASOCIATII SCA Address: 143 Calea Grivitei, 1st

District, Bucharest, RO-010741, Romania Website: www.mitelpartners.ro Email: office@mitelpartners.ro Phone: +4021 314 31 55/57 Contact person: Sorin Mitel; sorin. mitel@mitelpartners.ro

Number of lawyers in the firm: 21 Number of local partners: 5 Most representative clients:

Airbus Helicopters, Arabesque, Adama, GED Eastern Fund II, Mezzanine Capital Partners GP Limited, Rewe Group, Lear Corporation, Sand Hill Petroleum Romania, Stericycle Romania, Unicredit Services.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Areas of specialty: Mergers & Acquisitions; PPP, PFI and Infrastructure Projects; Energy, Natural Resources & Utilities; Employment & Pensions and Real Estate & Constructions. Education: 1993-1997: University of Bucharest Faculty of Law; 1987-1992: Polytechnics University of Bucharest. Professional background: 2003-present: Senior Partner at Mitel & Asociatii; 1999-2003: Partner at Musat & Asociatii; 1997-1999: Associate at Musat & Asociatii.

Madalina Paisa, Partner

Areas of specialty: Corporate & Commercial; Mergers & Acquisitions; Venture Capital; Banking & Finance; Energy, Natural Resources & Utilities; Employment & Pensions. Education: 1996-2000: University of Bucharest Faculty of Law; University of Paris I Pantheon Sorbonne. Professional background: 2006-present: Partner at Mitel & Asociatii; 2003-2005: Senior Associate at Mitel & Asociatii; 2000-2003: Associate at Musat & Asociatii.

Area of specialty: Representation of Romanian and foreign companies, both in pre-litigious negotiations and before courts of law and arbitration courts. Education: 1999-2002: National School of Political Studies and Public Administration, Faculty of Communication and Public Relations; 1995-1999: Hyperion University - Faculty of Law. Professional background: 2009-present: Partner at Mitel & Asociatii; 2007-2008: Senior Associate at Mitel & Asociatii; 2004-2006: Associate at Mitel & Asociatii.

M adalina Paisa, Partner

Serban Suchea, Partner

Area of specialty: Corporate & Commercial; Mergers & Acquisitions; Employment; Competition and Data Protection. Education: 2001-2005: University of Bucharest - Faculty of Law. Professional background: 2016-present: Partner at Mitel & Asociatii; 2015-2016: Counsel at Mitel & Asociatii; 2009-2015: Senior Associate at Mitel & Asociatii; 2006-2009: Associate at Mitel & Asociatii.

M agda Dima,

Which Lawyer in Romania Law firms

Sorin Mitel, Senior Partner and Founder

Magda Dima, Partner

Sorin Mitel,

Senior Partner and Founder

Partner

Ioana Negrea, Partner

Area of specialty: Real Estate, Constructions & Environment Education: 2003-2007: University of Bucharest â&#x20AC;&#x201C; Faculty of Law. Professional background: 2018-present: Partner at Mitel & Asociatii; 2016-2018: Counsel at Mitel & Asociatii; 2010-2016: Senior Associate at Mitel & Asociatii; 2007-2010: Associate at Mitel & Asociatii.

Serban Suchea,

Partner

Ioana Negrea,

Partner

217

Gheorghe Musat,

Senior Partner

Mona Musat, Co-Managing Partner

MUSAT & ASOCIATII Address: 43 Aviatorilor Boulevard,

1st District, Bucharest, RO-011853, Romania Website: www.musat.ro Email: general@musat.ro Phone: +40-21 202 59 00; +4031 423 29 00 Contact person: Daniel A. Bujorean; daniel.bujorean@musat.ro; Tel: (40-21) 202.59.00

Number of lawyers in the firm: +100

Number of local partners: 16 Most representative clients: Enel,

Engie, Zte, amazon.com, Leoni Group, Kaufland Romania, Damen, Emerson, Hili Ventures, Apple Inc.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Gheorghe Buta, Co-Managing Partner

Paul George Buta, Partner

Gheorghe Musat, Senior Partner Apart from heading the management committee and overseeing the direction of the firm, Mr. Musat is constantly involved in the practice. He has been active for over 30 years and has a wealth of experience of foreign investors’ issues in Romania, and a profound understanding of the market, as well as on the legal and business trends. He is one of the ‘market builders’ of the business law practice in Romania, being involved as team leader in a variety of high-profile merger and acquisition transactions, as well as in most of the major privatization deals in Romania.

Mona Musat, Co-Managing Partner

Anca Buta Musat, Partner

218

Mona has a diverse legal background in corporate finance and commercial property practice, acting primarily for top domestic and foreign companies, including founders, developers, financiers and contractors, in relation to matters ranging from the acquisition and sale of real estate to corporate and private leases, complex development projects and implementation of large retail activities. She specializes in real estate & construction sectors, with an emphasis on private equity and finance matters.

Gheorghe Buta, Co-Managing Partner

Gheorghe, heads the Litigation & Arbitration practice, being one of the most well-known and respected experts in commercial, civil and criminal disputes in Romania. In his outstanding judicial career spanning over three decades, Mr. Buta has gathered extensive trial experience, first as prosecutor, then as judge in courts of all levels, including with the High Court of Cassation and Justice for 6 years. His thorough knowledge and extended expertise cover the fields of business law, civil law, civil procedure, administrative litigation, as well as criminal law and criminal procedure.

Paul George Buta, Partner

Paul, PhD in Intellectual Property Law and Assistant Professor with the “Nicolae Titulescu” Faculty of Law, has over 10 years of experience in the field and has specialized in intellectual property law, competition law and civil and commercial litigation. His involvement has mainly been in complex projects involving both assistance and representation of a significant portfolio of international clients (mainly foreign investors and multinationals) on issues pertaining to intellectual property law, competition law as well as related dispute resolution proceedings. Paul is also recognized for his expertise in tax litigation and international arbitration, particularly for his ability to analyze multifaceted factual situations and to provide innovative solutions in order to successfully manage complex projects and commercial disputes.

Anca Buta Musat, Partner

Anca has extensive experience in dealing with the whole range of competition issues, such as merger control and anticompetitive practices and conducts, having represented clients both before the European Commission and the Romanian Competition Council. Anca is also one of Romania’s leading practitioners in Pharma & IP Law, being able to provide integrated legal assistance to major clients from this industry, taking into account the interface between pharma legislation and IP rights. Anca coordinates Antitrust, Intellectual Property and Pharmaceuticals disputes, being involved in complex cases for the Romanian and international environment.

Monia Dobrescu, Partner

Monia is particularly qualified in Banking & Finance, assisting major international players and leading financial groups in relation to various loan restructuring projects, financing and refinancing schemes, project and asset financing and securitization. Monia also achieved substantial experience in Real Estate & Construction, having been involved in a large number of high-profile real estate projects and acting for landlords, tenants, lenders, developers, main contractors and various consultants. She advised on a broad range of legal issues, and was involved in all stages of the transactions, from due diligence investigations to post-closing matters.

Razvan Graure, Partner

Cosmin Libotean, Partner

Cosmin is a long standing and wellregarded practitioner, relying on a professional experience of more than 14 years. His area of expertise covers commercial litigation, administrative litigation as well as disputes relating to complex public procurements. Furthermore, Cosmin provides legal assistance in insolvency and forced execution procedures, being unanimously praised by our firmâ&#x20AC;&#x2122;s clients for his proven promptitude and efficiency in handling sensitive files.

Angela is a long standing and wellreputed litigation practitioner, having over 18 years of extensive experience in civil and commercial disputes in front of Romanian Courts, at all levels. Angela is notable for her expertise in many complex cases, representing major multinational companies as well as private local companies acting in various sectors, such as real estate and construction, banking, energy and public utilities, in all types of disputes including commercial, fiscal and administrative litigations, as well as disputes regarding judiciary reorganization and bankruptcy proceedings.

Monia Dobrescu,

Partner

R azvan Graure,

Partner

Bogdan-Petru Mihai, Partner

Bogdan has an experience of over 17 years with Musat & Asociatii being recognised as one of the most valued attorneys in the areas of Telecommunications, Media, IT and Data Protection. Bogdan joined the team in 2000, immediately after graduating from Law Faculty. Throughout his legal practice, Bogdan provided legal advice in relation to the purchase of various telecom operators in Romania and advised high-profile companies with operations at international level in legal matters related to the provision of IT services and software. He acted on a number of Romanian privatizations, having a wide and considerable experience of the due diligence process, drafting and negotiating transaction documents as well as providing post-acquisition legal advice. In addition, Bogdan delivers regular legal assistance services in the field of Public Procurement, Corporate and Commercial Law, as well as in Mergers and Acquisitions.

Mihai Popa, Partner

Mihai gathered remarkable expertise in assisting clients throughout all the steps of reorganization and insolvency, including judicial and voluntary reorganization, pre-insolvency proceedings, bankruptcy and liquidation, asset recovery and/or negotiations with debtors and creditors. In addition, Mihai manages complex litigation files in the insolvency field, including recovery of receivables, cancellation of fraudulent acts, challenging the measures ordered by judicial receivers, successfully handling assignments entrusted by clients in a wide range of sectors, such as energy, constructions, pharma, retail or financial.

Cosmin Libotean,

Which Lawyer in Romania Law firms

Razvan has been working as a tax consultant for more than 13 years, previously for more than eight years in Big4 companies. He has gained a broad experience in VAT refunds, a wide range of tax advisory services, including tax planning and international efficiency tax structures, tax optimization, identifying potential tax risks and implementing fiscal risk minimization solutions. His experience covers a broad array of industries, such as retail, oil & gas, automotive, public sector, pharma and energy. Razvan is a member of ACCA and a Certified Tax Adviser (member of the Romanian Chamber of Tax Consultants).

Angela (Mare) Porumb, Partner

Partner

Angela (M are) Porumb, Partner

Bogdan-Petru Mihai, Partner

Mihai Popa,

Partner

219

Iulian Popescu, Partner

Octavian Popescu, Partner

Iulian Popescu, Partner

Iulian is an experienced practitioner in Corporate & Commercial matters, with a focus on public and private mergers & acquisitions, corporate finance, disposals, joint-ventures and negotiation of various commercial contracts. He advised international and domestic telecom operators, media and technology companies, on the full range of matters related to IT law - software and service distribution, interconnection and outsourcing agreements, online commerce or data protection.

Octavian Popescu, Partner

Which Lawyer in Romania Law firms

R azvan Stoicescu, Partner

Octavian is notable for his practice in the field of white-collar crime and financial fraud, being regarded as one of the leading Romanian lawyers with an extensive experience in this area. Octavian has also gathered extensive expertise in the litigation field, having handled contentious matters in various areas of practice, representing governmental and non-governmental institutions and multinational corporate clients in disputes before the Romanian courts, including the High Court of Justice.

Razvan Stoicescu, Partner Liviu Togan, Partner

220

Razvanâ&#x20AC;&#x2122;s seniority in the legal profession exceeds 13 years. Razvan specializes in Mergers & Acquisitions, Banking, Finance, and Capital Markets. Hi is also a qualified insolvency practitioner in Romania, and member of the arbitral panel of the Bucharest Stock Exchange. He also specializes in ITC, and aviation. Razvan was involved in high profile transactions (cross border M&As, cross border financings, or issues of bonds, GDR issues), advising both local and international clients, banks, multi-national corporations or the Romanian State. Razvan is well known in international directories for his expertise in banking, finance and capital markets, and mergers & acquisitions.

Liviu Togan, Partner

Liviu specializes in Criminal Law, Corporate & Commercial Law, Litigation & Arbitration, with almost 20 years of experience. Liviu represented various companies and individuals before criminal investigation authorities and Romanian courts at all levels, within complex legal proceedings relating to corruption offences, tax evasion, money laundering, creation of organized crime groups, as well as abuse of office, deceit etc. His expertise also includes performance of compliance corporate audits, by assisting various clients with the identification and remedy of criminal risks that can affect the economic activity of corporations, as well as a wide experience in Mergers and Acquisitions and Energy sectors. Liviu also assists and represents clients in disputes relating to administrative and tax law, corporate law and in insolvency proceedings.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN Address: 201 Barbu Vacarescu Street,

Globalworth Tower, 18th Floor, 2nd District, Bucharest, RO-020276, Romania Website: www.nndkp.ro Email: office@nndkp.ro Phone: +4021 201 1200; +4031 225 3300 Fax: +4021 201 12 10; +4031 225 33 10 Contact person: Cristian Prevenda; cristian.prevenda@nndkp.ro

Number of lawyers in the firm: 160

Number of local partners: 33 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ion I. Nestor, Co-Managing Partner

Manuela M. Nestor, Co-Managing Partner

A founding partner of NNDKP, Manuela M. Nestor and its Co-Managing Partner heads the Banking, Finance and Capital Markets department of NNDKP. Mrs. Nestor has been advising extensively, in an impressive 40 years career, private and public domestic and international organizations, playing a major role in some of the most significant commercial transactions in Romania, including privatizations, mergers and acquisitions, financing, restructuring and divestitures.

Ana Diculescu-Sova, Senior Partner

With an unparalleled litigation expertise and an impressive career with over 50,000 representations before national and international courts and arbitration panels, Ana Diculescu-Sova is the Head of the firmâ&#x20AC;&#x2122;s Litigation department. She successfully represented local and major multinational companies in a wide array of complex cases in areas including civil, commercial, competition and fiscal law.

With a reputation of an elite business lawyer, Adriana I. Gaspar co-heads the Corporate/M&A practice, specializing in structuring and pursuing cross-border and domestic investments, complex debt and private equity arrangements. She has the breadth and depth of knowledge to provide advice in M&A transactions, corporate restructuring and large infrastructure projects.

Adina Chilim-Dumitriu, Partner

Co-head of the Corporate/M&A practice, Adina Chilim-Dumitriu has vast experience in corporate restructuring, mergers, de-mergers, cross-border transactions in several industries, including highly regulated ones (IT/ telecom/media, energy, defense etc). A leading lawyer in the public procurement field, she also advises large multinationals in complex public tender procedures. Her expertise also includes the natural gas field.

M anuela M. Nestor,

Co-Managing Partner

Ana DiculescuSova,

Which Lawyer in Romania Law firms

A founding partner of NNDKP and its Co-Managing Partner, Ion I. Nestor has coordinated some of the most noteworthy cross-border transactions in Romania, as well as sophisticated legislative projects. Mr. Nestor continues to be recognized as a leading Romanian lawyer which continues to bring invaluable experience to the firmâ&#x20AC;&#x2122;s activity, promoting a standard of professionalism that fits its discerning client base.

Adriana I. Gaspar, Senior Partner

Ion I. Nestor,

Co-Managing Partner

Senior Partner

Alina Radu, Partner

Head of the Banking & Finance practice, Alina Radu has developed her expertise in a wide range of projects, including complex banking and finance projects, restructuring, real estate and corporate matters. She is highly experienced in assisting major financial institutions, sponsors and borrowers in domestic and cross-border financing transactions. Her expertise also covers restructuring of loans, sales and acquisitions of loan portfolios and regulatory aspects in the financial sector.

Gabriela Cacerea, Partner

Co-head of the Corporate/M&A and Energy and Natural Resources practice, Gabriela Cacerea is acknowledged as a top lawyer in the corporate/M&A and energy fields. Her expertise includes domestic and cross-border transactions, privatizations, corporate restructuring, private equity transactions, energy (particularly electricity, natural gas and renewable energy), capital markets. She is also a well seasoned lawyer in the insurance sector.

Adriana I. Gaspar,

Senior Partner

Adina ChilimDumitriu, Partner

Alina R adu, Partner

221

Gabriela Cacerea,

Partner

Ruxandra M. Bologa,

Partner

Ruxandra M. Bologa, Partner

Recognized as a top expert in the corporate area as well as the energy field, co-head of the Corporate/M&A and Energy and Natural Resources practice, Ruxandra M. Bologa developed particular expertise in the oil and gas field, natural gas exploration, production, storage and trading and renewable energy sources. She is highly specialized in domestic and cross-border M&A, privatizations, private equity, corporate reorganization, business transfers and outsourcing.

Emil Bivolaru, Partner

Which Lawyer in Romania Law firms

Emil Bivolaru,

Partner

Emil Bivolaru specializes in the area of complex fiscal conflicts, bankruptcy and restructuring cases, banking and finance litigation, civil law and property restitution cases.. With a highly dynamic litigation activity, his practice has expanded during recent years as he acquired significant experience in white collar crime cases, as well as in matters related to fiscal inspections and tax evasion issues.

Ioana Niculeasa, Partner

Ioana Niculeasa,

Partner

Sorina Olaru,

Partner

Luminita Dima,

Partner

222

Head of the firm’s Real Estate practice, Ioana Niculeasa assists investment funds, corporate investors and financial institutions in relation to projects that have shaped the Romanian real estate market along the years. She has outstanding experience in all types of real estate projects, from office buildings and shopping centers, residential, logistic and industrial related projects to handling concession agreements, complex lease agreements, construction contracts and agricultural investments.

Sorina Olaru, Partner

Sorina Olaru assists and represents clients before the Romanian courts of all levels and specializations (civil, commercial, labor, or administrative), including the High Court of Cassation and Justice and the Constitutional Court of Romania. Sorina often sits as an arbitrator in domestic arbitration proceedings (CCIR rules and ICC arbitration). She is a member of the Board of Directors of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania and a member of the ICC Romania National Committee.

Luminita Dima, Partner

Head of the Employment practice, Luminita Dima is a reputed specialist in labor law in Romania. Highly experienced in all aspects of employment and social security law, she advises clients on organizational HR diagnosis, individual employment relations, industrial relations and collective bargaining, restructuring operations. Also, she is an Professor at the University of Bucharest, Faculty of Law (on employment law, social security law and European social law).

Radu Damaschin, Partner

Radu Damaschin’s expertise covers the area of commercial law – contractual liability, public procurement and enforcement proceedings related to the banking law, administrative law – authorities’ abuse of power, tax law and activities related to bankruptcy. He has coordinated over 1,000 cases involving consumers’ rights with respect to bank loan agreements.

Ana-Maria Baciu, Partner

Head of the firm’s Intellectual Property practice and a leading IP expert, AnaMaria Baciu advises clients in all aspects of trademark rights, design rights, copyright and related rights, patents, advertising and sponsorship, as well as arbitration proceedings with respect to domain names. She also heads the Pharmaceutical and Healthcare, Consumer Protection and Gaming practices.

Georgeta Dinu, Partner

Head of the firm’s Competition practice since 2008, Georgeta Dinu advises clients on Romanian and EU competition matters. Her expertise covers competition investigations and related court challenges, representation before EU courts, merger clearance, advice on the competition aspects of the companies’ day-to-day business conduct, competition compliance and state aid issues.

Roxana Ionescu, Partner

Head of the Data Protection and Environment practices, Roxana Ionescu has been developing NNDKP’s two stand alone practices for more than a decade. She advises clients on privacy matters in connection with clients’ sales, marketing and human resources activities, data sharing and cloud computing, as well as on environmental issues related to M&As, environmental liability, waste management and permitting matters.

Peggy Suica-Neagu, Partner

Peggy Suica-Neagu has acquired vast expertise in disputes such as: contractual liability, real estate, issues governing the civil part of criminal cases, bankruptcy proceedings, competition and employment law, public procurement and fiscal matters. She also specializes in internal and international arbitrations and represents clients before the European Court of Human Rights.

Valentin Voinescu, Partner

R adu Damaschin,

Partner

Ana-M aria Baciu,

Partner

Cosmina Simion, Partner

Partner

Cosmina Simion is an intellectual property, regulatory and technology lawyer. Co-head of the Gaming practice, she is well-versed in dealing with all matters pertaining to the organization and operation of gambling activities. Furthermore, Cosmina is involved in specific aspects of the pharmaceutical sector and she advises on copyright, trademark and design matters, as well as advertising, sponsorship and consumer protection issues.

Georgeta Dinu,

Roxana Ionescu,

M arius Ezer,

Daniela Gramaticescu,

Which Lawyer in Romania Law firms

Valentin Voinescuâ&#x20AC;&#x2122;s expertise includes advising financial institutions and corporations on a wide range of issues, including finance transactions, debt restructuring, and regulatory matters. He is an experienced trainer, offering regular lectures and seminars to banks and companies active on the domestic market.

Cosmina Simion,

Partner

Valeriu Mina,

Partner

Peggy SuicaNeagu,

Partner

Marius Ezer, Partner

Marius has more than 12 years of professional experience with focus on complex insolvency proceedings, creditor rights and asset recovery as well as complex tax disputes. In addition, Marius assists clients in disputes related to corporate reorganization, labor litigation, loan facilities for real estate development projects or enforcement of lease agreements, as well as arising in connection with contractual relations governed by FIDIC rules.

Partner

Oana Partenie,

Daniela Gramaticescu, Partner

Daniela has more than 16 years of professional experience in the legal area, assisting clients from various industries both before the Romanian courts, as well as before the international courts of arbitration. Daniela has developed substantial experience in administrative and fiscal litigation, arbitration proceedings, disputes related to construction agreements, civil and commercial litigation, public procurement disputes and labor litigation.

Valentin Voinescu,

Partner

Catalin R adbata, Partner

223

Vlad Tanase,

Partner

Alina Timofti,

Tax Partner, Co-head of Tax Advisory Services

Which Lawyer in Romania Law firms

M arius Ionescu,

Tax Partner, Co-head of Tax Advisory Services

Corina Dumitru,

Partner

Valeriu Mina, Partner

Valeriu has over 12 years of professional experience in dispute resolution and arbitration matters, representing an important number of clients in complex commercial disputes such as those arising in connection with the administrative contractual relations governed by FIDIC rules, as well as in public procurement related litigation.

Oana Partenie, Partner

Oana has over 18 years of experience in representing clients in civil and commercial litigation, international trade law disputes, enforcement proceedings, consumer protection and administrative litigation and insolvency proceedings. In addition to representing clients in court proceedings, Oana is a mediator, trained to participate in mediation and the settlement of disputes before they are addressed to the courts.

Catalin Radbata, Partner

Catalin has over 12 years of professional experience with a substantial expertise in transnational litigation, insolvency proceedings and recognition and enforcement proceedings of foreign judgments or arbitration awards in Romania. Catalin is mostly involved in insolvency and bankruptcy proceedings but international arbitration as well, in particular in residential, commercial, agricultural and industrial constructions and installations.

Vlad Tanase, Partner

L avinia Ionita R asmussen,

Partner

Having a professional experience of over 12 years, he assists clients in connection with a wide range of real estate matters, including real estate acquisition, transaction structuring, due diligence, joint ventures and exit strategies. His expertise includes urban planning, construction agreements and permitting matters for complex mixeduse projects, industrial, mining and energy industries as well as in-depth knowledge of office, retail, logistic and hospitality businesses.

Alina Timofti, Tax Partner, Cohead of Tax Advisory Services R azvan Vlad,

Partner

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With a 20-year career in the field, Alina's expertise include international tax structuring for major companies in Romania, tax due diligence, tax reviews, design of tax function and structuring advice with regard to major oil & gas investments in Romania. A Certified Tax Advisor, Alina is a member of the working groups advising the Ministry of Finance on the amendment of the Fiscal Code.

Marius Ionescu, Tax Partner, Cohead of Tax Advisory Services

Co-head of the Tax Advisory Services practice, Marius is a widely recognized tax professional, with 20 years of experience in local and international tax consultancy firms. His areas of expertise include investment tax structuring, tax planning, transaction advice, tax review and due diligence projects for large local and multinational companies. Marius is a Certified Tax Advisor and a member of the working groups advising the Ministry of Finance on the amendment of the Fiscal Code.

Corina Dumitru, Partner

Corina has more than 15 years of professional experience in the legal area, her expertise covering areas such as mergers and acquisitions, corporate law and commercial transactions as well as banking and finance. She has assisted a large number of investors, national and multinational companies, banks and institutions in large complex transactions carried out in Romania. She is also specialized in banking and financing law.

Lavinia Ionita Rasmussen, Partner

With a professional experience of over 12 years in the legal area, her expertise covering all the specific matters related to real estate industry. She has successfully negotiated and closed complex projects and business structures, provided assistance in transaction arrangements, development issues or constructions and urbanism and applied integrated exit solutions. Lavinia is also specialized in FIDIC contracts.

Razvan Vlad, Partner

Razvan has over 14 years of experience in providing legal assistance. His area of expertise include corporate law, mergers and acquisitions as well as specific regulatory and performance aspects related to FIDIC contracts in major infrastructure projects. Razvan has also assisted clients in complex projects in the automotive and heavy industry.

ONV LAW Address: Calea Mosilor 51, 3rd Floor, Bucharest, Sector 3, Romania Website: www.onvlaw.ro Email: office@onvlaw.ro Phone: +40 21 315 2147 Contact person: Mihaela Stefan, mihaelastefan@onvlaw.ro

Number of lawyers in the firm: 12 Number of local partners: 3 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Radu Nemes, Managing Partner

Mihai Voicu, Partner

Mihai Voicu heads the Business Law practice (Corporate, M&A, Contracts, Tax, Insolvency, Employment), as well as all dispute resolution matters that arise in relation to these practice areas. He has a wide ranging experience advising on corporate, commercial, employment, tax, and insolvency law issues, with extensive expertise in both transactional and litigation work. Mihai regularly acts for national and international companies, as well as foreign investment funds, on complex corporate and tax litigation matters. He also advises clients on business, management and administrative restructurings and insolvency matters and his expertise is often sought for creating and negotiating innovative legal solutions and mechanisms to suit the clientâ&#x20AC;&#x2122;s interests. Since 2011 he has been an elected Board member of the leading international legal network Legal Netlink Alliance (LNA) and as of 2014 he is acting Vice President of LNA.

Alina Bilan heads the Public Procurement â&#x20AC;&#x201C; Concessions â&#x20AC;&#x201C; PPP, Administrative law, Construction law and Urbanism law practice areas, as well as all dispute resolution matters that arise in relation to these practice areas. Alina has a broad public procurement and administrative law practice with significant experience in the field of infrastructure projects and related litigation issues, concessions, and construction and engineering projects. She has established a reputation as a leading lawyer in this area, attracting both companies as well as public authorities as clients. Alina specialises in advising major Romanian and international companies on public procurement, services, and works during the entire process, particularly during the conclusion and performance of public procurement or concession contracts, as well as drafting the documents and organizing the award procedures, and representation in the appeals brought before the National Council for Solving Complaints, the courts, and the arbitration tribunals.

Mihai Voicu,

Partner

Alina Bilan,

Which Lawyer in Romania Law firms

Radu Nemes focuses primarily on Public Procurement & Tenders, Foreign Investments and PPP projects. He has particular experience advising public and private companies with the negotiation and drafting of public procurement contracts, as well as providing assistance and representation before the National Council for Solving Complaints on tender procedures for the awarding of public procurement contracts. He also has extensive experience advising on Real Estate and Communications matters, as well as a vast transactional and litigation experience, having assisted and represented international and local companies in various industries on complex corporate and commercial law matters.

Alina Bilan, Partner

R adu Nemes,

Managing Partner

Partner

Mircea Teis, Senior Manager

Excellent trial lawyer with an exceptionally strong experience in the field of corporate crime litigation, Mircea Teis has been involved in some of the most complex and challenging cases in this area. Mircea focuses his practice on advising and representing local and international businesses, as well as private individuals, in connection with crimes related to European funds, the capital market regime, public procurement, competition, and M&A, as well as white-collar crimes such as corruption, tax evasion, money laundering, national and European financial frauds or insurance. He also advises clients on a wide range of internal measures to prevent white-collar offences, including staff training sessions and work-shops, and assisting with drafting policies, internal regulations, and risk management strategies.

Mircea Teis,

Senior Manager

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Catalina L azar, Managing Associate

Sinziana Barbieru,

Which Lawyer in Romania Law firms

Managing Associate

L aurentiu Pachiu,

Managing Partner

Alexandru Lefter, Partner,

Coordinates Corporate and M&A Practice Group

Catalina Lazar, Managing Associate

Catalina Lazar focuses on legal advice on contractual matters regarding the negotiation, completion, execution and termination of high complexity agreements. Catalina is also involved in elaborated labour law projects advising the Clientsâ&#x20AC;&#x2122; general management, legal department and HR department on their employment and labour law issues in Romania and in the European Union, notably within the scope of complex transactions, namely restructuring and outsourcing operations, large-scale collective redundancy plans, collective status negotiations, implementation of employee remuneration schemes and legal status of directors and corporate personnel.

Coordinates Energy Department

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Sinziana Barbieru, specialises in public procurement, administrative law and enforcement proceedings and she successfully advises on tender procedures for the awarding of public procurement contracts, works and services concessions and management delegation contracts of public utilities community services. Sinziana has particular expertise in providing legal assistance and representation before the National Council for Solving Complaints and in court for companies and public authorities during the full cycle of the awarding process, by assisting contracting authorities in drafting the tender documentation, as well as advising on the drafting of feasibility studies for the concession/performance of a PPP project in order to make investments of interest to the County.

PACHIU & ASSOCIATES Address: 13 Barbu Stefanescu

Delavrancea Street, 1st District, Bucharest, Romania Website: www.pachiu.com Email: pr@pachiu.com Phone: +4021 312 10 08 Contact person: Malina Judet, malina. judet@pachiu.com; Number of lawyers in the firm: 17 Number of local partners: 4

Most representative clients:

Carlyle International Energy Partners, Petrom, WPP Group, Carrefour, Columbus International (fosta Billa Romania), Lasselsberger, Longbride, ISS Group, Michelin, Erste Bank.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Delia Vasiliu (Pachiu), Partner,

Sinziana Barbieru, Managing Associate

Laurentiu Pachiu, Managing Partner

Laurentiu Pachiu is the Managing Partner and founder of Pachiu & Associates law firm, with policy and legal expertise in the field of energy, oil and gas and natural resources, defence, public procurement. He has over twentythree years of expertise in business law,

as well as in the academic environment and diplomacy, as a former diplomat with the Ministry of Foreign Affairs in Romania. Laurentiu heads the Litigation Department and co-heads the Energy Practice Group and the Finance Practice Group within Pachiu & Associates. He regularly provides legal advice with regard to domestic and cross-border transactions, high level regulatory compliance in the energy and natural resources sector and public private partnerships and joint ventures. His activity also includes advise in matters relating to concessions, project financing, banking and capital markets, across a wide range of industries.

Alexandru Lefter, Partner, Coordinates Corporate and M&A Practice Group

Alexandru has over 13 years of professional experienca and advises on an important number of investment projects, providing valuable input on transactional matters related to the transfer of business entities in various fields, the development of greenfield and brownfield projects in various

areas in Romania and the restructuring of business entities or joint-ventures in different sectors of the economy. Alexandru also has extensive expertise in advising and structuring M&A deals in the IT and energy sectors. He is also active in financing and banking matters.

Delia Vasiliu (Pachiu), Partner, Coordinates Energy Department A lawyer with over 11 years of professional experience, Delia is the partner coordinating the firmâ&#x20AC;&#x2122;s Energy Department. Delia is a senior attorney specialized in the energy, natural resources and energy infrastructure practice areas, with a focus on the renewable energy sector, energy infrastructure and the oil and gas E&P industry.

Remus has over 13 years of professional experience and extensive experience in commercial law, assisting various clients in complex transactions, as well as with respect to their day-to-day business. In the competition law field, Remus has a sound legal expertise on mergers control, structuring and implementation of distribution channels in accordance with competition legislation and review of the commercial behaviour and contracts of clients in order to prevent the infringement of Romanian and European competition legislation. As for the intellectual property field, Remus was responsible for multiple core legal issues surrounding the rights of ownership of copyrights, trademarks, patents, industrial designs, computer software and databases.

Remus Ene,

Partner, Coordinates the Competition Practice

A lawyer with over 10 years of professional experience, Raluca cocoordinates the Real Estate Department and is a member of the Energy Practice Group within the firm. Her experience includes, among others, assisting clients in the negotiations and conclusion of real estate agreements pertaining to the development of energy projects, lease of commercials premises and business transfer. Raluca also has extensive legal expertise in the field of environment law, energy and climate change, being involved in numerous projects related to the oil and natural gas sector and the renewable energy sector. She advised on many facets of the development phases with highly effective input on real estate, environment and permitting matters.

Adriana Dobre,

Radu Noslacan â&#x20AC;&#x201C; Senior Associate

R aluca Mustaciosu,

With more than 6 years of professional experience, Radu co-coordinates Real Estate Department and is a member of the Corporate and M&A and Litigation Departments. Radu provides legal advice in Civil and Commercial Law, Real Estate and Corporate related matters. He was involved in several real estate due diligence projects and in agricultural land acquisitions, as well as being involved in landmarking litigations. He also advises of financing and the related security schemes.

Managing Associate

Which Lawyer in Romania Law firms

Remus Ene, Partner, Coordinates the Competition Practice

Raluca Mustaciosu â&#x20AC;&#x201C; Senior Associate

Senior Associate

R adu Noslacan, Senior Associate

Adriana Dobre, Managing Associate

Adriana is a Managing Associate in the firm, having a professional experience of over 15 years, co-heading the litigation practice area. She provides high-level legal assistance in very complex disputes and litigations related to commercial law, real estate, civil and labour law, insolvency and administrative disputes. She also deals with arbitration procedures and has an extensive practice in providing legal assistance and representation in litigations and conflictual matters related to European funds, VAT and other tax matters, as well as in litigations relating to the pharma industry and the defence industry.

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Cristina Filip,

Managing Partner

Alexandru Birsan, Partner,

head of Corporate and M&A

PELI FILIP SCA Address: 246C Calea Floreasca,

SkyTower, 15th floor, 1st District, Bucharest, RO-014476, Romania Website: www.pelifilip.com Email: office@pelifilip.com Phone: +4021 527 20 00

Contact person: Adelina Bortan, Communication & Marketing Manager; adelina. bortan@pelifilip.com Number of lawyers in the firm: 70 Number of local partners: 12 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Cristina Filip, Managing Partner

Which Lawyer in Romania Law firms

Alina Stancu Birsan, Partner

Managing partner Cristina Filip has a broad expertise in M&A transactions and corporate matters, representing clients in complex high-profile deals, multi-lawyered partnerships and large restructurings across various sectors, including financial services, energy and natural resources, media and automotive. Energy is a key area for which Cristina is recognised as leading legal expert.

Alexandru Birsan, Partner, head of Corporate and M&A Carmen Peli,

Partner

Catalin Alexandru,

Partner, head of Dispute resolution

Catalin Suliman,

Partner, head of Competition practice

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Alexâ&#x20AC;&#x2122;s main areas of focus are mergers and acquisitions (including private equity transactions) and capital markets. His background includes diverse experience in other areas such as privatisations, telecommunications and IT, real-estate, project financing, energy and banking. Alex is a founding partner of PeliFilip. Previously Alex has worked for seven years in the Bucharest, London and Paris offices of a Magic Circle firm and has acted on projects in a large number of jurisdictions in CEE, CIS as well as Western Europe.

Alina Stancu Birsan, Partner

Alina Stancu Birsan heads the Finance department and the Energy and Projects practice of PeliFilip. She advises sponsors, lenders, equity investors, lenders and contractors on a wide range of matters (including financing transactions, acquisitions and mergers, joint ventures, regulatory, structuring and contractual matters). Her experience covers sectors such as financial services energy and infrastructure, where she advised on some of the most noteworthy deals in the sector.

Carmen Peli, Partner

Carmen is one of the founding partners of PeliFilip and she has wide experience in antitrust, corporate, commercial, finance and healthcare matters. Ranked first by Chambers Europe in the classification of the Romanian competition lawyers, Carmen has assisted in some of the landmark transactions and antitrust cases in Romania.

Catalin Alexandru, Partner, head of Dispute resolution

Catalin has brought together some of the brightest and dedicated legal minds to form the fastest-growing Dispute Resolution practice in Romania. He coordinates a number of mandates with the potential to open up new markets and trade routes for Romanian undertakings. Highlights include representing RCS & RDS in its unprecedented challenge against the monopoly of several power distribution companies, Hidroelectrica in court proceedings in defence of its right to directly export energy in the EU and the financial services regulator in defense of its decision to institute special administration proceedings against the largest Romanian insurance company.

Catalin Suliman, Partner, head of Competition practice

Catalin heads the Competition Practice of PeliFilip. Catalin is providing the entire spectrum of day-to-day advice on competition matters, overseeing competition trainings and mock dawn raids. Prominent competition-related matters include assisting a leading oil and gas group in EU and local cases, leading IT company in a complex bidrigging case, as well as assisting one of the largest telecom operators in several investigations, some finalized with the application of the first commitments procedure in the telecom sector. Catalin has also been involved in competition proceedings in other industries.

Francisc Eduard Peli, Partner

Francisc is widely recognized as the leading lawyer on the Romanian real estate market. He also focuses on major infrastructure and concession projects. Francisc has been involved in some of most significant municipal services projects in Romania. Francisc has an impressive record in M&A deals, gaining also significant experience on regulatory matters by advising top corporations in developing industrial projects in Romania.

Ioan Dumitrascu, Partner

Oana Badarau, Partner, Head of real Estate Department

Oana coordinates the Real Estate and the Projects practices of PeliFilip. Her expertise includes real estate transactions in Romania, development and financing of projects, leasing, commercial agreements, legal due diligence etc. Oana advises regularly on construction law, particularly by providing legal assistance on FIDIC forms and FIDIC adjudication/ arbitration. Her background includes advising on infrastructure projects, public procurement procedures and concession agreements, as well as on various real estate matters related to the development of renewable projects. Oana has also been involved in litigation projects, providing legal advice in respect of various real estate matters and assisting clients in judiciary and extra judiciary settlements.

During his almost 9 years of experience, Mihnea coordinated numerous highprofile cases (including international arbitration, constitutional challenges and civil court proceedings) in relation to telecom, competition, administrative, privatization, IP and sport matters. Before joining our team, Mihnea graduated summa cum laude from the most prestigious Romanian law school.

Ioana Roman, partner

Ioanaâ&#x20AC;&#x2122;s main specializations are real estate, projects & infrastructure and public procurement. Her expertise includes structuring of complex transactions from acquisitions to exits, development and financing of real estate projects, leasing, private-public partnership in real estate projects, infrastructure projects, health and safety regulations, arbitration and general litigation, commercial contracts, as well as various regulatory matters related to development of real estate and wind farm projects. Ioana has also advised several major local and foreign energy companies with respect to the development or acquisition of wind projects in Romania including aspects related to securing land rights for the project, during the permitting phase and the development phase.

Francisc Eduard Peli, Partner

Ioan Dumitrascu,

Partner

Oana Badarau,

Which Lawyer in Romania Law firms

Ioan Dumitrascu coordinates the Commercial Department in PeliFilip. His main specialisations are Employment law, Corporate/M&A and commercial contracts. He gained also extensive experience in private equity deals, restructuring and insolvency and public procurement. Ioan has assisted clients concluding successful deals in automotives, energy, retail,food&consumer goods,pharma,telecom,financial services or IT. Highlights include the acquisition by a major international car manufacturer of a plant in Romania,the restructuring of a multinational industrial company employing thousands of employees in Romania,reorganization of the remuneration system and of the labour relationships or the â&#x201A;Ź3.75 billion sale of the largest Romanian bank.

Mihnea Sararu, partner

Partner, Head of real Estate Department

Mihnea Sararu,

Partner

Eliza Baias, partner

Elizaâ&#x20AC;&#x2122;s main practice areas are corporate and M&A, capital markets and banking. Eliza has advised on corporate, financing and regulatory matters on some of the most complex transactions on the Romanian market in recent years.

Ioana Roman,

Partner

Eliza Baias,

Partner

229

Cosmina Romelia Aron, Partner, Director for Romania

Ioana Sebestin,

Deputy Director for Romania

PETERKA & PARTNERS Address: 33 Aviatorilor Boulevard,

2nd floor, 1st District, Bucharest, Romania Website: www.peterkapartners.com Email: office@peterkapartners.ro Phone: +4021 310 48 82 Contact person: Celina Zorz, zorz@peterkapartners.ro; +4021 310 48 82

Number of lawyers in the firm: 12 Number of local partners: 1 Most representative clients: XPO Logistics, HanesBrands, Essilor Romania, Iveco Capital Services (CNH Group), Alfa Laval, Oriens Bijuterii, Ganapati Group, Royal & Sun Alliance Insurance, Channel Crossings Limited.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Alina R adu,

Deputy Director for Romania

Letitia Silaghi,

Senior Associate

Cosmina Romelia Aron, Partner, Director for Romania

Cosmina is valued as a specialist with broad experience in commercial law, corporate, mergers and acquisitions, and assists a wide array of leading international companies active in many business sectors, e.g., agriculture, transportation, medical health care, IT and distribution. She manages the corporate and M&A projects in the Romanian office, dealing with various matters (including multi-jurisdictional M&A matters) as well as corporate matters on a day-to-day basis.

Ioana Sebestin, Deputy Director for Romania

Ioana Catalina Savan,

Senior Associate

Ioana Sebestin co-manages the Bucharest office and is dedicated to several practice areas including corporate, commercial law, and mergers and acquisitions. She also manages the Transportation and Logistics Practice within Peterka & Partners. Ioana has extensive experience in assisting international and domestic clients active in various industries, such as transportation, distribution and retail, consumer product manufacturing, industrial engineering and jewelry distribution both in domestic and multijurisdictional transactions.

Alina Radu, Deputy Director for Romania

Alina is co-managing the Bucharest office, currently occupying a position of Deputy Director for Romania. She specializes in corporate law, corporate domestic restructuring and M&A. As a member of PETERKA & PARTNERS,

230

Alina is constantly involved in numerous multi-jurisdictional transactions in various industries as well as in domestic projects envisaging the daily business activity of the clients.

Letitia Silaghi, Senior Associate

Letitia, Senior Associate, specializes mainly in corporate law, mergers and acquisitions, construction & development and litigation & insolvency. Throughout her career she has assisted clients active in various business sectors. In PETERKA & PARTNERS Romania, Letitia has assisted foreign investors during the development of real-estate projects and PPP projects, as well as in cross-border mergers& acquisitions, coordinating in the same time the ongoing litigation & insolvency projects.

Ioana Catalina Savan, Senior Associate

Ioana focuses on several practice areas, including corporate, mergers and acquisitions, employment, intellectual property and new technologies and debt recovery. She leads the Compliance and Regulatory practice at PETERKA & PARTNERS and is also a member of the firmâ&#x20AC;&#x2122;s practices dedicated to intellectual property, labour law and the ones focused on the automotive and information technologies industries.

PLACINTESCU RITI LUCIAN Address: 14 Dr. Nicolae Tomescu

Street, Ground-floor, 5th District, Bucharest, RO-050596, Romania Website: www.pratt.ro Email: office@pratt.ro Phone: +40 770 122 393; +40 770 127 039 Contact person: Ileana Lucian, Partner; +40 723 612 435 Number of lawyers in the firm: 5 Number of local partners: 3

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ana-Maria Placintescu, Partner

Bogdan has 15 years of experience as a business lawyer. His main areas of practice cover corporate and real estate where he is regarded as a well-versed practitioner. Mergers & acquisitions and employment are another areas of expertise where Bogdan has consolidated his legal skills. Bogdan graduated LL.B, “Titu Maiorescu” University - Law School.

Ileana Lucian, Partner

With over 14 years of legal practice, Ileana gained a significant experience in employment/health and safety, immigration and mobility and real estate fields. She is also specialized in corporate and commercial/civil law. Lucian graduated LL.B, Bucharest University Law School.

Apartment 5, 3rd District, Bucharest, Romania Website: www.vepartners.ro Email: office@vepartners.ro Phone: +40 314 053 007 Contact person: Raluca Teodorescu, raluca.teodorescu@vepartners.ro, +40 724 317 555

Number of lawyers in the firm: 5 Number of local partners: 2

Daniel VLASCEANU, Founding Partner, Oil&Gas/Energy, Corporate & Commercial, Real Estate and Public Procurement Practices.

Daniel is highly experienced, with a deep commercial acumen, representing a unique mixture of pure legal consultancy (gained within top tier law firms) combined with over 10 years of applied business perspective (within the largest oil & gas operator in SEE region). There he progressively advanced to middle management positions, moving into the Business Development Department

Bogdan-Nicolae Riti,

Partner

Ileana Lucian,

Partner

VLASCEANU ENE & PARTNERS - PROFESSIONAL LIMITED LIABILITY LAW FIRM Address: 8 Stelea Spataru Street,

Partner

Which Lawyer in Romania Law firms

With 17 years of legal practice, AnaMaria gained a significant experience in employment, corporate, business change and restructuring/insolvency, real estate and civil/commercial law. Ana-Maria Graduated LL.B, Ecological University of Bucharest - Law School.

Bogdan-Nicolae Riti, Partner

Ana-M aria Placintescu,

where he managed various projects of national importance. Daniel has a wellgrounded international education as he graduated an Energy MBA at WU Vienna University of Economics and Business (2016), a “Power to Manage” program at IMD Business School in Switzerland (2012) and an International Law Master program at Vienna University (2008).

Stefan ENE, Founding Partner, Environmental, Employment, European Funds and the Data Processing Practices.

Daniel VLISCEANU,

Founding Partner

Stefan ENE,

Founding Partner

Stefan is highly experienced in the business legal field, having worked within the Legal Department of the largest oil & gas operator in the SEE region, where he coordinated the Environmental Practice. His focus is on maximizing value as he is a pro-active, analytical and structured character. Stefan graduated from the Faculty of Law, Bucharest University (2008) and is a member in good standing of the Bucharest Bar.

231

Ernest-Virgil Popovici,

Senior Partner

Florian Nitu,

Managing Partner

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW Address: 239 Calea Dorobanti, 6th

floor, 1st District, Bucharest, RO-010567, Romania Website: www.pnsa.ro Email: office@pnsa.ro Phone: +4021 317 79 19 Fax: +4021 317 85 00; +4021 317 75 05 Contact person: Alexandru Ambrozie, Partner; alexandru.ambrozie@pnsa.ro Number of lawyers in the firm: 80 Number of local partners: 15 Most representative clients: Air France, Ameropa, Auchan, Dedeman, Deutsche Leasing, Franklin Templeton & Fondul Proprietatea, SAP, Xella, Orange, UPS.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Bogdan C. Stoica,

Deputy Managing Partner

Irena Anca Tudorie,

Partner

Vlad Neacsu,

Partner

Valentin Creata,

Partner

232

Ernest-Virgil Popovici, Senior Partner

Ernest-Virgil Popovici has unparalleled experience in energy projects, with a special focus on renewable and nuclear energy. He is also experienced in banking & finance projects, holding the unique background of having consistently practiced in leading international law firms located in Paris and London, before 90â&#x20AC;&#x2122;s, combined with a double legal education.

Florian Nitu, Managing Partner

Florian Nitu is largely recognized as one of the most experienced M&A local legal counsels and has been ranked continuously since 2005 as the No. 1 Real Estate Lawyer in Romania within the most reputed market annual surveys, including by Chambers and Partners and Legal 500. Florian Nitu has also extensive experience in arbitration, with a special focus on privatizations, concessions, real estate and corporate disputes, advising/ representing clients in front of Romanian and International Courts of Arbitration under the rules of ICC Paris, ICSID, The Court of International Arbitration from Romania etc.

Silviu Stoica,

Partner

Bogdan C. Stoica, Deputy Managing Partner

Bogdan C. Stoica has wide experience in advising private companies, private equity funds and strategic investors, on privatizations and M&A, Healthcare & Pharmaceuticals, IT & Telecom and agribusiness. Bogdan is also experienced in banking & finance, acting for corporations, banks and non-banking financial institutions on a broad range of lending, investment and credit instruments activities.

Irena Anca Tudorie, Partner

Irena Anca Tudorie has substantial experience in project finance, acting as advisor on power, energy, oil & gas and infrastructure assignments. She advises both developers and investors in relation to project structuring and financing.

Vlad Neacsu, Partner

Vlad Neacsu has broad experience on energy and natural resources matters, being involved in mergers, acquisitions and privatizations in the energy field, development of wind farms, photovoltaic, nuclear and hydro power projects. Vlad is also highly proficient in employment, advising clients in business transfer, collective dismissals and employees restructuring plans.

Valentin Creata, Partner

Valentin Creata is advising high-profile real estate investors and developers on the acquisition, construction and/or operation of the largest shopping centers and residential projects. Valentin is highly experienced in advising international healthcare investors on the development of private hospitals.

Silviu Stoica, Partner

Silviu Stoica focuses on a broad range of contentious and non-contentious competition matters, with an emphasis on cartel investigations and sector inquiries, abuses of dominant position and antitrust disputes. Silviu Stoica also advises institutional investors and private equity funds on all their M&A projects in Romania.

Ciprian Dontu, Partner

Ciprian Dontu represents both in court and arbitration proceedings multinational companies, financial institutions and entrepreneurs. Ciprian has extensive expertise in corporate governance, competition & state aids and administrative disputes. Ciprian is also representing international investors in relation to all aspects of restructuring and insolvency, including both transactional and litigation matters.

Alexandru Ambrozie, Partner

Ilinca StefanescuGoanga, Partner

Ilinca Stefanescu-Goanga is reputed for her wide-ranging litigation expertise with a special emphasis on civil and commercial disputes, competition, public procurement and shipping litigation. Ilinca has extensive experience in various types of conciliation, mediation and arbitration proceedings, advising/representing clients in front of Romanian and International Courts of Arbitration.

Mihaela Ion is experienced in antitrust, unfair competition and trade regulations, including in consumer law, merger control proceedings and state aid. She also assists clients in structuring and implementing compliance programmes, providing regular training as external legal counsel on all relevant aspects of competition law. Mihaela is also involved in counseling IT and telecom companies.

Raluca Petrescu, Partner

Raluca Petrescu regularly assists in a broad range of corporate and commercial matters, mainly associated with foreign direct investments. sRaluca Petrescuâ&#x20AC;&#x2122;s expertise is also focused on real estate acquisition and development, advising some of the largest retailers in relation to the expansion of their network in Romania, as well as on their trading and consumer compliance related issues. Raluca is skilled in negotiation, drafting and advice on contracts, both domestic and international, including manufacturing, sales, agency, distribution, services and other supply agreements.

Alexandru A mbrozie,

Partner

Ilinca StefanescuGoanga,

Partner

Ioana Sampek, Partner

Ioana Sampek has extensive experience in real estate, advising on asset acquisitions, concessions, construction and operation, leases and mortgages, real estate joint ventures, forward purchase schemes and leveraging of estates. Ioana is advising the largest real estate investors in Romania on the acquisition and/or development of the majority of the high-profile projects.

Cristian Popescu,

Partner

Mihaela Ion,

Cristian Popescu, Partner

Cristian Popescu specializes in intellectual property and copyright, assisting clients in a broad range of issues related to the registration and protection of trademarks, patents and domain names. Cristian is also experienced in corporate & commercial and agriculture projects, with a special focus on land acquisition and development.

Ciprian Dontu,

Partner

Which Lawyer in Romania Law firms

Alexandru Ambrozie has extensive experience in tax, banking & finance and capital markets, assisting leading financial institutions, private equity firms and institutional investors on a broad range of finance, regulatory, securities & derivatives transactions. His in-depth understanding of fiscal, financial, EU funds and other regulatory practices enables Alexandru to lead the defence on various white-collar criminal investigations, representing clients in regulatory and criminal investigations and prosecutions brought by the Directorate for Investigating Organized Crime and Terrorism (DIICOT) and other Prosecutorâ&#x20AC;&#x2122;s Offices and administrative authorities.

Mihaela Ion, Partner

Partner

Ioana Sampek,

Partner

R aluca Petrescu,

Partner

233

Dragos R adu,

Managing Partner, Head of Law Practice

Emanuel Bancila,

Partner, Head of Dispute Resolution, Tax Policy and Controversy Practice

Which Lawyer in Romania Law firms

R adu Diaconu,

Associate Partner

RADU SI ASOCIATII | EY LAW Address: 15-17 Ion Mihalache

Boulevard, Bucharest Tower Center, 22nd Floor, 1st District, Bucharest, RO-011171, Romania Website: www.eylaw.ro Email: eylaw@ro.ey.com Phone: +4021 402 41 00 Contact person: Ruxandra Mocanu, Professional Support Lawyer; ruxandra.mocanu@ro.ey.com; +4021 402 41 00; +40 0724 522 215

Number of lawyers in the firm: 40 Number of local partners: two

partners and one associate partner

Most representative clients:

Vodafone Group Services Limited, Nordic Petfood Production, Honeywell Corporation, NEPI Rockcastle, Cisco Systems Romania SRL, Reuters Romania SRL, Petrotel Lukoil SA, Bechtel Inc., Schaeffler Group, Chep Equipment Pooling.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Dragos Radu, Managing Partner, Head of Law Practice

Dragos has 21 years of experience acting as a commercial lawyer in the finest international legal environment. He is the managing partner of Radu si Asociatii SPRL and advises on M&A and real estate matters. Ranked repeatedly by the most reputed legal directories (Chambers and Partners, Legal 500) since 2000, Dragos has taken a lead role in some of the largest transactions in Romania over the past two decades, such as the privatization of leading Romanian companies, acquisitions, investments and exits on behalf of major private equity funds, as well as large-scale real estate

Carmen Stirbu,

Managing Partner

Emanuel Bancila, Partner, Head of Dispute Resolution, Tax Policy and Controversy Practice

Having more than 20 years of experience in tax litigation, Emanuel leads the tax policy and controversy practice as well as the dispute resolution practice of Radu si Asociatii SPRL. He has developed a high profile in the tax dispute resolution area being the only lawyer in Romania who managed to reopen two of the biggest refineries in Romania that had been closed down by the Romanian Tax Authorities. Due to his activity, the firm has been shortlisted by the International Tax Review for the European Tax Disputes Firm of the Year 2017, a first for a Romanian tax dispute practice, as well as for the European Tax Innovator of the Year and the European Tax Policy Firm of the year in 2018.

Radu Diaconu, Associate Partner With more than 12 years of experience, Radu specializes in M&A and finance transactions. He has also a significant experience in the field of real estate and was involved in several asset deals for major players in the Romanian real estate market. PPG or the Dutch group DCH are only some of his recent clients. Radu holds degrees from the University of Bucharest (Law) and the Academy of Economic Studies - Bucharest (Finance). He has a PhD in international commercial law in the field of non-bank financial institutions.

SSP LAW OFFICE Address: Floreasca business Park,

169A, Calea Floreasca, 4th floor, 1st District, Bucharest, Romania Website: www.ssplaw.eu Email: carmen.stirbu@ssplaw.eu

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Carmen Stirbu, Managing Partner

Carmen has over 17 years of professional experience and is currently specialized in public procurement and construction contracts. In last years, Carmen has assisted clients in sophisticated and

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deals.

large public procurement cases. She has offered consultancy and has represented several multinational key players in industries such as construction, energy, medical services and equipment. Her experience also includes areas such as corporate, banking, real estate, mergers and acquisitions, data protection, labour law. Carmen has graduated at Bucharest University and holds a master degree in Public Procurement. She speaks English, French and Italian. She is often speaker at law conferences and has written a number of articles, on public procurement and labour law topics.

RADULESCU & MUSOI ATTORNEYS AT LAW Address: 31 Grigore Mora Street, 1st

District, Bucharest, Romania Website: www.rmlegal.ro Email: office@rmlegal.ro Phone: +4021 233 94 46 Fax: +4021 233 94 93 Contact person: Oana Bica; o.bica@rmlegal.ro; +4021 233 94 46

Number of lawyers in the firm: 25 Number of local partners: 5 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Roxana Musoi, Founding Partner

Mihai Radulescu, Founding Partner

Mihai has over 19 years of experience in M&A projects in both privatisations and private acquisitions involving Romanian and international companies. Mihai coordinated major restructuring projects involving the merger, spin-off and winding-up of private as well as listed companies. Mihai has broad experience in the oil&gas and energy, tax and fiscal area, as well as with the electronics, pharmaceuticals and food industries.

Voicu became partner at the beginning of 2016 and focuses primarily on litigation and arbitration. His practice covers advising high profile clients in complex litigation before national courts and arbitration entities in matters covering commercial and corporate litigation, public procurement, tax and employment issues. He also possesses extensive expertise in the workout arena having been involved in major insolvency cases for clients with high exposures and is familiar with all the aspects related to debt collection.

Mihai R adulescu,

Founding Partner

Marius Iosif, Partner

Marius is a recognized expert on litigation and national and international arbitration, with over twelve years of experience as a judge and six yearsâ&#x20AC;&#x2122; experience as a lawyer, Marius manages our Litigation and Arbitration Department. Marius's practice covers corporate and commercial law, tax or administrative law, as well as counselling and representation in litigation and arbitration.

Carmen Banateanu,

Which Lawyer in Romania Law firms

Her practice focuses on banking (leveraged finance and real estate finance), restructuring and insolvency, and complex combined finance/corporate (structural) reorganizations and matters. In this context she has been working on M&A and loan portfolio transactions with various financial institutions as well as on bank restructurings and other financial market stabilization measures.

Voicu Cheta, Partner

Roxana Musoi,

Founding Partner

Partner

Voicu Cheta,

Partner

Carmen Banateanu, Partner

Carmen has over 17 years experience in the legal market. She advises banks and other financial institutions as well as unregulated entities in all areas of financial services regulation. She has been working across product areas for private equity houses, international banks and large corporations and takes a proactive and flexible approach to the business issues faced by her clients.

M arius Iosif, Partner

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Costin Taracila,

Managing Partner

Victor Padurari,

Partner

Which Lawyer in Romania Law firms

Alexandru Retevoescu,

Partner

Mihai Ristici,

Partner

RTPR ALLEN & OVERY (RADU TARACILA PADURARI RETEVOESCU SCA IN ASSOCIATION WITH ALLEN & OVERY LLP) Address: 15 Charles de Gaulle Square,

Charles de Gaulle Plaza, 5th Floor, 1st District, Bucharest, RO-011857, Romania Website: www.allenovery.com/rtpr Email: office@rtprallenovery.com Phone: +4031 405 77 77 Contact person: Violeta Serban, Business Development Manager; violeta. serban@rtprallenovery.com; +4031 405 77 77 Number of lawyers in the firm: 40 Number of local partners: 5 Most representative clients: A&D Pharma, Enterprise Investors, Electrica Group, EBRD, Mid Europa Partners/ Regina Maria, Maspex Romania, ADM Capital, ING Bank, Raiffeisen Bank, Banca Comerciala Romana.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Costin Taracila, Managing Partner

Costin has experience in advising domestic and international companies on capital markets, mergers and acquisitions, private equity, privatisations, corporate and commercial law. He is advising a number of private equity funds on the acquisition, restructuring and sale of companies, such as Advent International, Enterprise Investors, Global Finance, 3TS and Resource Partners. Costin graduated from the University of Bucharest, Law Faculty in 2000.

Victor Padurari, Partner Valentin Berea,

Partner

Professor Lucian Mihai, Of Counsel

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Victor is primarily involved in finance and projects, including secured lending, project finance, real estate finance, PPPs, concessions, governmental public debt and municipal finance. He has been advising international financial institutions on various financings extended to local governments and to local utilities (water, district heating, solid waste and local transport). Victor graduated from the University of Bucharest, Law Faculty in 2000.

Alexandru Retevoescu, Partner

Alexandru focuses primarily on banking and finance projects and real estate matters and has provided advice to major national and international banks in connection with banking regulatory matters, corporate finance, leveraged finance, project finance and real estate finance transactions. Alexandru also

has significant experience in the energy sector. He is also experienced at advising on debt restructuring matters and has prior experience of working on both formal insolvency and informal restructuring proceedings. Alexandru graduated from the University of Bucharest, Law Faculty in 2000.

Mihai Ristici, Partner

Mihai focuses primarily on M&A and mainstream corporate matters, having advised on a number of significant transactions on the Romanian market. Mihai also has significant experience in energy related matters and in finance matters - real estate, public sector and project finance, advising both lenders and sponsors on complex cross-border syndicated lending arrangements. Mihai graduated from the University of Bucharest, Law Faculty in 2001.

Valentin Berea, Partner

Valentin specialises in arbitration & dispute resolution, competition and antitrust litigation and intellectual property disputes. Valentin is also a certified intellectual property counsellor for trademarks and industrial designs. Valentin is included on the list of arbitrators of the Bucharest International Arbitration Court attached to the American Chamber of Commerce in Romania (AmCham) and is a member of the Administrative Council of this court. Valentin graduated from the University of Bucharest, Law Faculty and from the University of Paris I, Pantheone Sorbonne.

Professor Lucian Mihai, Of Counsel

Professor Lucian Mihai specialises in intellectual property and litigation area, including arbitration. Dr. Lucian Mihai has over 40 years of experience as professor at the University of Bucharest, Faculty of Law, where he holds classes on civil law and intellectual property law. Professor Lucian Mihai is a former chairman of the Commission for drafting the New Civil Code and the Law for its Enactment, former President of the Romanian Constitutional Court (the highest legal position in Romania), former member of the Venice Commission (two mandates), as well as former Secretary General of the Chamber of Deputies. Professor Lucian Mihai is listed as arbitrator of the Court of

International Commercial Arbitration, attached to the Romanian Chamber of Commerce and Industry since 1993 and of, the Arbitration Panel of the Romanian Copyright Office since 1998. He has taken part in numerous international cases as counsel, arbitrator or expertwitness. Professor Lucian Mihai acted also as ad-hoc judge of the European Court of Human Rights. For more than 20 years Professor Lucian Mihai has been the “Honorary Legal Adviser” to the Ambassador of the United Kingdom in Bucharest.

Alina Stavaru, Counsel

Andreea Burtoiu, Counsel

Andreea specialises in banking and finance (advising on various syndicated and bilateral finance transactions but also on derivatives and cash management tools), restructuring transactions, as well as capital markets. Andreea graduated from the University of Bucharest, Law Faculty in 2004. Andreea also holds a Master degree on “Management of Banking Systems” from the Bucharest Academy for Economic Studies.

Loredana Chitu (Boeru), Counsel

Loredana has a vast experience in capital markets work, having advised local and international clients on both debt and equity deals, as well as on M&A transactions, specialising in sales of loan portfolios and equity deals with banks as targets. Loredana has also gained experience in the past in advising domestic and international banks and borrowers in syndicated and bilateral finance transactions, restructuring of credits, as well as derivatives, MiFID documentation, cash pooling, custody, T-bills transactions and repo arrangements. Loredana graduated from the University of Bucharest, Law Faculty in 2004.

Cosmin Tilea has an extensive experience in cross-border banking and finance transactions (especially in project finance structures), municipal loans and public debt, procurement and energy matters. Cosmin graduated from the University of Bucharest, Law Faculty in 2005.

Alina Stavaru,

Counsel

Roxana Ionescu, Counsel

Roxana specialises in mergers and acquisitions, as well as in competition law, assisting numerous clients in antitrust investigations, merger proceedings and developing compliance programs. Roxana graduated from the University of Bucharest, Law Faculty in 2007 and she holds a PG Diploma in EU Competition Law from King’s College London.

Victor Rusu, Counsel

Victor specialises in advising local and international companies with regard to merger & acquisitions, commercial transactions, corporate law and transactions involving financing and real estate in Romania. Victor graduated from the University of Bucharest, Law Faculty in 2005. He also holds a master degree on Business Law from the University of Bucharest, Law Faculty.

Poliana Gogu-Naum, Senior Associate

Poliana joined RTPR Allen & Overy in 2007. Poliana has experience in banking & finance acting on behalf of domestic and international banks and borrowers in syndicated and bilateral credit transactions, and advising security takers and providers on the creation and perfection of guarantees and security as well as in capital market, corporate, real estate. Poliana graduated from the University of Bucharest, Law Faculty, in 2008. She also holds a Master degree in “Business Law” from the University of Bucharest, Law Faculty. Poliana also attended a Postgraduate Private Law Course at the University of Bucharest, Law Faculty, regarding the provisions of the New Romanian Civil Code and the New Romanian Civil Procedural Code.

Andreea Burtoiu,

Counsel

Loredana Chitu (Boeru),

Which Lawyer in Romania Law firms

Alina Stavaru specialises in mergers and acquisitions, particularly private equity, complex corporate and capital restructurings, spin-offs, capital markets, employment and other corporate matters. Assignments have also included advice on major M&A transactions in the energy sector, food industry, consumer credits, oil and gas, heating technology, financial services, healthcare services, IT and media. Alina is secretary to South Eastern European Private Equity and Venture Capital Association.

Cosmin Tilea, Counsel

Counsel

Cosmin Tilea,

Counsel

Roxana Ionescu, Counsel

Victor Rusu,

Counsel

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Poliana Gogu-Naum,

Senior Associate

Adriana Dobre,

Senior Associate

Which Lawyer in Romania Law firms

Ianita Tui,

Senior Associate

Andrei Mihul, Managing Associate

Adriana Dobre, Senior Associate

Adriana joined RTPR Allen & Overy in 2011. Starting with 2008 Adriana advised domestic and international companies in various litigation and arbitration matters. Adriana has extensive experience with respect to arbitration, commercial, competition, administrative, real estate, tax, employment, public procurement and IP litigation. Adriana has published numerous juridical studies in the field of civil and civil procedural law, European law, fiscal and administrative law, and she also is co-author of the volume “New Civil Code. Notes, correlations, explanations”. Adriana graduated from the University of Bucharest, Law Faculty in 2008 and from University of Paris I Pantheon Sorbonne in 2007. She also holds a Master degree from the University of Bucharest, Law Faculty.

Ianita Tui, Senior Associate

Ianita joined RTPR Allen & Overy in 2008. Ianita has experience in advising domestic and international clients on various matters related to corporate, real estate, public procurement, PPPs, concessions, public services (e.g. water and wastewater, solid waste management, infrastructure and public lighting), governmental public debt and municipal and corporate finance (including real estate finance), perfection of guarantees and securities and general corporate law. Ianita graduated from the Romanian-American University, Law Faculty and Internal and International Commercial Finance-Banking Relations Faculty in 2008.

Andrei Mihul, Managing Associate Bogdan Cordos, Managing Associate

Vicu Buzac, managing Associate

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Andrei joined RTPR Allen & Overy in 2011. Andrei is working on M&A transactions and competition matters, having experience in advising international companies and assisting them during the merger clearance process, as well as during antitrust investigation process and subsequently antitrust litigation. He also has experience in advising international companies on commercial transactions, mergers and acquisitions, data protection and labour issues in Romania. Andrei graduated from “Alexandru Ioan Cuza” University in Iasi, Law Faculty in 2011.

Bogdan Cordos, Managing Associate

Bogdan joined RTPR Allen & Overy in 2011. Bogdan has experience in various practice areas such as corporate, banking & finance, energy, regulatory and real estate. He was part of the teams which advised international financial institutions and major European banks in energy related finance projects, especially in the renewable energy sector, real estate financings, environmental matters, and electricity market transactions (OPCOM trading). Bogdan graduated from “Alexandru Ioan Cuza” University in Iasi, Law Faculty in 2011.

Vicu Buzac, managing Associate

Vicu joined RTPR Allen & Overy in 2014. He is a dispute resolution lawyer whose practice focuses on international arbitration, as well as commercial and intellectual property disputes. He often sits as a tribunal secretary in various international arbitrations cases, for world renowned arbitrators. Vicu also specialises in data protection matters. Vicu has an LL.M. degree from Queen Mary University of London in dispute resolution and another LL.M. degree from University of Bucharest in private law.

SCHOENHERR SI ASOCIATII SCA Address: 30 Dacia Boulevard, 7th

Floor, 1st District, Bucharest, Romania

Website: www.schoenherr.eu Email: office.romania@schoenherr.eu Phone: +4021 319 67 90 Fax: +4021 319 67 91 Contact person: Daniela Badoi,

PR & Communications Manager; d.badoi@schoenherr.eu; +40 733 730 115

Number of lawyers in the firm: 60 Number of local partners:

12 partners + 1 tax director

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Sebastian Gutiu, Managing Partner

Markus Piuk, Partner

Markus heads the corporate/M&A and energy practices in Romania and across the SEE. He has had a major contribution to the development of Schoenherr’s network in the SEE. Markus frequently acts for clients active in energy, retail, automotive, manufacturing, financial services, private equity, advising on their foreign direct investment in SEE. He also advises local businesses in this region on domestic and outbound investments. Markus has an impressive track record of advising clients in relation to listings, de-listings and takeovers in the Romanian, Bulgarian and the Serbian capital markets. He is a member of the Bucharest, Vienna, Sofia and Chisinau Bars.

Matei Florea, Partner

Matei is the head of the banking & finance and projects/concessions practice groups in Bucharest. Matei has been the main driver behind the development of

Managing Partner

M arkus Piuk,

Partner

Georgiana Badescu, Partner

Georgiana heads the EU & competition practice group. She covers the full range of specialized competition advice on various markets including financial services, energy, IT&C, manufacturing, FMCG, retail, real estate, constructions, and pharmaceuticals. She has provided assistance in sector inquiries as well as investigations for potential breaches conducted by the Romanian Competition Council, in national merger control cases, state aid matters, competition assessments, as well as in a ground-breaking project for monitoring of commitments undertaken by investigated entities. With a focus on prevention, she advises on competition compliance matters and overseeing competition-related trainings and mock dawn raids.

M atei Florea,

Which Lawyer in Romania Law firms

Sebastian currently coordinates the firm’s dispute resolution, insolvency & restructuring, and white-collar crime practices and has been the main driver behind the development of the firm’s market position as a leading real estate legal advisor. He has assisted clients active in various industries such as real estate, constructions, energy, retail, financial services, providing expert advice in major transactions or highstake litigation and arbitration cases. Key recent projects include advice in international arbitration cases, litigation cases, white collar crime investigation and litigation cases, as well as in complex debt recovery/restructuring or insolvency procedures.

Schoenherr’s banking & finance practice in Romania. His activity focuses mainly on deleveraging transactions, debt restructuring projects, bank M&A deals, financing, as well as bank regulatory. Matei’s extensive experience includes advising on (LMA based/syndicated/ bilateral) lending to CEE and CIS corporates and public entities, project financing and real estate acquisition and development financing, finance and operating leasing of vehicles, equipment and real estate (including consumer financing), banking & financial services regulatory, debt capital markets projects, and international acquisition finance projects.

Sebastian Gutiu,

Partner

Georgiana Badescu,

Partner

Simona Chirica, Phd, Partner

Simona specializes in civil, commercial and tax matters. She is an experienced real estate lawyer, assisting a considerable portfolio of clients active in real estate development (commercial, office, residential, industrial), retail (food, fashion, DYI), agribusiness, energy in all phases of their investments in Romania, including in greenfield projects, expansion plans or exit strategies. Simona has assisted on headline transactions in these markets and is assisting relevant clients on general day to day legal matters in connection with the development or operation of their projects. Simona is a lecturer at Bucharest’s Academy for Economic Studies, an active speaker in specialized events and the author of numerous legal books and articles.

Simona Chirica, Partner

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Monica Cojocaru,

Partner

Oana Constantinescu,

Partner

Which Lawyer in Romania Law firms

Emeric DomokosHancu,

Partner

Eva HegeduesBrown,

Partner

Monica Cojocaru, Partner

Eva Hegedues-Brown, Partner

Oana Constantinescu, Partner

Adina Jivan, Partner

Monica specializes in corporate/M&A, energy, infrastructure and regulatory. She is an experienced transactional lawyer, acting both on the buy as well as on the sell side in headline M&A deals on various sectors such as energy, insurance, manufacturing, FMCG, real estate, pharmaceuticals. Monica has gained a good reputation in Romania and the CEE region as a specialized energy lawyer, assisting a strong portfolio of clients active on the energy market (including oil & gas, electricity, renewables) on M&A deals, project development and financing, regulatory, plant operation, including grid connection, electricity trading, power purchase agreements, operating and maintenance agreements, support mechanism (e.g. green certificates, subsidies). Oana is specialized in real estate, environmental law and the food industry. She has assisted on the structuring, negotiating and signing of numerous real estate transactions and complex agreements. Oana has extensive experience in advising clients active in various industries on environmental matters, where she covers compliance, regulatory, environmental liability aspects, pollution and decontamination. Oana has developed a strong expertise in the food industry, helping market players to stay compliant with relevant EU and Romanian legislative requirements when it comes to producing, labelling, trading or promoting food products.

Emeric Domokos-Hancu, Partner Adina Jivan,

Partner

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Emeric is specialized in dispute resolution and insolvency & restructuring. He represents a strong portfolio of local and foreign clients active in energy, manufacturing, financial services, telecom etc. in complex litigation and international arbitration cases in connection with their investments and contractual dealings in Romania. He is one of the very few Romanian lawyers ever to assist in investment disputes in front of ICSID. Emeric is an experienced insolvency & restructuring lawyer, and he has played a key role in numerous debt recovery/ restructuring and insolvency procedures. He also assists clients in the development of internal risk procedures and general business conditions, with the aim of optimising the collection of potential debts.

Eva is an attorney at law with Schoenherr Vienna with 19 years experience. She is a graduate of the University of Vienna, a member of both the Austrian and Romanian Bar and was a researcher in Romanian Commercial Law at the University for Economics and Business Administration in Vienna. She advises on and represents international as well as local clients in the acquisition of industrial, agricultural and forest land in Romania. In addition to her extensive activities in the acquisition of forest land, her experience encompasses the legal aspects of forest management, drafting and negotiating construction contracts, corporate housekeeping, employment law and all other legal questions faced by companies conducting business in Romania. Adinais specializes in dispute resolution. She provides clients with court assistance in litigation cases related to contentious administrative matters, public procurement, infrastructure contracts under FIDIC conditions, real estate, insurance claims, commercial, corporate, competition, employment, insolvency, product liability etc. Adinaâ&#x20AC;&#x2122;s practice includes the coordination of large-volume projects that refer to handling hundreds of litigation cases, as well as assistance in high-value disputes referring to claims in the range of hundreds of million EUR per case file. Adinaâ&#x20AC;&#x2122;s experience also includes assistance to clients active in various industries in complex international arbitration cases, including under ICC rules.

Madalina Neagu, Partner

Madalina is specialized in corporate/ M&A. She has extensive transactional experience, having assisted on a significant number of high-profile local and cross-border M&A deals, with many of them involving leading market players. Madalina has provided expert advice on the buy as well as sell side in all phases of complex share deals, asset deals, transfers of business, corporate restructurings, joint ventures and privatizations, also covering acquisition finance. Her clients portfolio includes major Romanian and multinational companies active in various industries, including banking and finance, private equity, manufacturing, retail, real estate, constructions, telecommunications and media, food, energy, hotels and leisure.

Narcisa Oprea, Partner

Narcisa heads the capital markets practice group. Narcisa is a leading capital markets lawyer, having acted on most of the landmark listings and transactions in Romania. She has over 16 years of experience as head of capital markets teams in law firms active on the Romanian market, which add up to her previous experience as head of the legal department of the Bucharest Stock Exchange. She was involved in the elaboration of the norms regulating the capital market and is an active lobbyist for the alignment of the local capital markets legal framework with international standards. Narcisa is a regular speaker in events focusing on capital markets and a certified trainer for brokers and investment advisors.

Theodor is an experienced certified tax advisor, with a professional experience of over 14 years, including eight years of practice in a Big Four advisory firm. Theodor has a strong track record in managing complex cross-border tax projects, advising clients in tax disputes, as well as providing day to day tax advisory to companies active in a variety of industries. Theodor’s main area of expertise is value-added tax (VAT), in which he has extensive knowledge and experience with regard to the relevant Romanian and EU legislation. He is an active speaker in tax events and his opinions are constantly covered by local and regional business and legal publications.

Mara Moga-Paler, Senior Attorney

Mara heads the employment practice. Mara has assisted a strong portfolio of national and multinational companies active in a wide range of sectors such as IT&C, financial services, insurance, healthcare, media, infrastructure, agriculture, and investment funds. She has considerable experience in advising on labour and employment matters, including employment relationships, internal policies, discrimination issues, employee mobility, redundancies, disciplinary procedures, trade unions, collective matters including information and consultation procedures, corporate transactions and the Acquired Rights Directive, contracts with senior executives and corporate governance issues.

Costin is the head of the firm’s data protection practice in Bucharest. He has coordinated a considerable number of company-wide GDPR compliance projects for clients active in various industries, including financial services, oil & gas, manufacturing, consumer goods, or biotechnology. Costin provides expert advice on data protection aspects in connection with GDPR compliance programmes, transactions, service agreements, disputes, as well as the clients’ day to day activity. He has delivered numerous legal training programs on data protection matters. Costin also has a strong experience in banking and finance, having assisted financial institutions in various projects, with a particular focus on regulatory and general finance work.

Oana Voda, Senior Attorney

Oana joined Schoenherr in September 2018 as a senior attorney at law and the head of the firm’s public procurement practice in Bucharest. She has more than 10 years of experience in public procurement, PPP and concession. Previous job positions include the role of senior legal counsel in a leading legal consultancy firm in the Benelux area, specialised in public procurement and innovation, where she coordinated for five years the EU public procurement and international trade practice group, managing international projects, as well as various positions in top Romanian law firms. Oana often acts as speaker at conferences and seminars on public procurement matters and has published articles in European peer reviewed publications.

M adalina Neagu,

Partner

Narcisa Oprea,

Partner

Theodor Artenie,

Which Lawyer in Romania Law firms

Theodor Artenie, Managing Director of Schoenherr Tax Bucharest

Costin Sandu, Senior Attorney

Managing Director of Schoenherr Tax Bucharest.

M ara MogaPaler,

Senior Attorney

Costin Sandu,

Senior Attorney

Oana Voda,

Senior Attorney

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Valeriu Stoica,

Founding Partner

STOICA & ASOCIATII Address: 2 Dr. Nicolae Staicovici

Street, Opera Center II, 2nd Floor, 5th District, Bucharest, RO-050558, Romania Website: www.stoica-asociatii.ro Phone: +4021 402 09 30 Contact person: Dinu Drog; ddrog@ stoica-asociatii.ro; +4021 402 09 30

Cristiana Irinel Stoica,

Founding Partner

Which Lawyer in Romania Law firms

Catalina Dicu, Senior Partner

Dan R ares R aducanu,

Senior Partner

L aura Elena R adu,

Senior Partner

Number of lawyers in the firm: 36 Number of local partners: 11 Most representative clients: Banca

Comerciala Romana (BCR), BRD - Groupe Societe Generale, Bancpost, Reiffeisen Bank, Kaufland Romania SCS, ArcelorMittal, Orange Romania SA, Telekom Romania Communications SA, Romanian Commercial Bank â&#x20AC;&#x201C; Construction Bank, Roche Romania SRL.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Valeriu Stoica, Founding Partner Mr. Stoica represented clients in civil and commercial cases in front of law courts or international and local arbitration courts. His diversified experience includes rendering of assistance and representation in litigations regarding restitution of real estate properties, labor conflicts, patents and trademarks, administrative contentious matters, corporate conflicts.

Cristiana Irinel Stoica, Founding Partner

Mrs. Stoica rendered legal assistance to international banks, multinational companies, private clients or institutions of the central or local administration in numerous business projects. As pleading lawyer, she represented clients in civil and commercial cases and assisted and represented clients before the local and international arbitral courts

Catalina Dicu, Senior Partner

Anca L. Caraiola-Buftea, Senior Partner

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Catalina assisted and represented banking institutions in real estate litigations and in connection with enforcement of credit title. She is active in intellectual law, family law litigations or in litigations in connection with public property and the legal regime of the assets of the public property.

Dan Rares Raducanu, Senior Partner

Dan represents clients in administrative, fiscal and competition law litigations, in actions regarding contractual liability or in property restitution claims, in actions regarding public property regime or public acquisitions, in claims and legal actions in the telecommunications and audio-visual sector or in corporate conflicts.

Laura Elena Radu, Senior Partner

Elena assisted and represented clients before the judiciary and the arbitral courts from Romania and abroad (ICC Paris). She assisted and represented clients in product liability cases, in litigations in connection with restitution of real estate properties, in administrative challenges, in competition law cases.

Anca L. Caraiola-Buftea, Senior Partner

Anca assisted and represented clients before the courts of justice and the arbitration courts from Romania and abroad (ICC Paris) in complicated real estate transactions, in local and international arbitration cases, in M&A projects, in labor law litigations and in competition law cases.

Dragos Bogdan, Senior Partner

Dragos assisted and represented Romanian and foreign clients in numerous IP dispute resolution cases, competition law litigations and in the procedures set out in the European Convention on Human Rights. Dragos Bogdan participated in advisory projects and in the negotiation of civil and commercial contracts.

Veronica Dobozi, Senior Partner

Veronica assisted Romanian and foreign clients in criminal investigations, in contraventional law matters, in litigations before the European Convention for Human Rights, family law litigations, in procedures in connection with international cases of children kidnapping.

Irina Andreea Micu, Partner

Irina assisted and represented Romanian and foreign clients in civil law litigations, IP dispute resolution cases especially in connection with trademarks, patents, intellectual property and other related rights. Irina Andreea Micu assisted and represented clients before the local and international arbitration courts (ICC Paris).

Elena Valentina Preda, Partner

Elena assisted and represented Romanian and foreign clients in civil and commercial law litigations, in insolvency procedure, in contentious administrative cases, in labour law, local and international arbitration cases.

Dragos Bogdan, Senior Partner

Elena Valentina Preda, Partner

Veronica Dobozi, Senior

Partner

Oana Zama,

Oana Zama, Partner

Irina Andreea Micu, Partner

Which Lawyer in Romania Law firms

Oana assisted and represented Romanian and foreign clients in administrative and fiscal law litigations, labour law and competition law dispute resolution cases. She assisted and represented clients in actions regarding contractual liability, in cases related to the public property regime or in public acquisitions projects.

STRATULAT ALBULESCU ATTORNEYS AT LAW Address: 27th Ion Brezoianu Street,

Bogart Building, Ground, 6th and 8th Floors, 1st District, Bucharest, Romania Website: www.stratulat-albulescu.ro Email: office@stratulat-albulescu.ro Phone: +4021 316 87 56 Contact person: Alexia Berta, Communications Manager; alexia.berta@ stratulat-albulescu.ro; +40 736 40 50 60 Number of lawyers in the firm: 35 Number of local partners: 8 Most representative clients: World Class Romania, First Property Group plc, Willis Towers Watson (ex Gras Savoye), London Partners, Capital Financial Services SA, Futureal Group, AEW Europe, EDS Romania, part of Euro-Druckservice Group, GapMinder Venture Partners, Diaverum.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Silviu Stratulat, Managing Partner - Real Estate, Corporate and M&A

Silviu plays many roles within our firm, as he has from its founding. He has an extensive experience in providing top-notch legal advice and assistance to clients and partners and his wide portfolio of successful projects extends both nationally and internationally. His chief specializations are M&A and corporate law, where he has advised clients on the full spectrum of M&A transactions and also a talented Real Estate lawyer and has assisted Clients regarding transfers and sales of land plots and all types of regulatory issues in relation to obtaining necessary permits and authorisations.

Silviu Stratulat, Managing Partner

Andrei Albulescu,

Senior Partner

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Florin Dutu,

Partner

Ana Kusak,

Partner

Which Lawyer in Romania Law firms

Irina Petre,

Partner

Corneliu Popa,

Partner

Andrei Albulescu, Senior Partner - Employment, Public Procurement, Contract Law

As a name partner, Andrei Albulescu has been with the firm from near the inception, to manage and expand it into a vibrant organisation. His skills as a seasoned lawyer paired with those of a hands-on manager, provide not only an extra measure of value to the firm, but also practical insights applicable to the issues that clients ask him to help address. As a practicing lawyer for 15 years and counting, Andrei Albulescu has developed a set of specialties that allow him to provide a wide-range of services needed by most business enterprises, including employment, public procurement, corporate and commercial law.

Florin Dutu, Partner Litigation & Arbitration, Insolvency & Restructuring

Florin brings to the firm his knowledge and skills as a very experienced litigator and advocate. He has almost 20 years of experience in litigation with an emphasis on corporate and commercial, mergers and acquisitions, banking and finance, and energy disputes. He brings very considerable experience both professionally on client matters and also in the management of dispute resolution groups so as to enhance the structure and direction of an already highly skilled consistently high performing team.

Ana Kusak, Partner â&#x20AC;&#x201C; Competition/Intellectual Property/IT, Data Protection

R amona Iancu,

Partner

Costin Teodorovici,

Partner

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With over 15 years of legal practice experience, Ana is a specialist in Competition and Intellectual Property, being an Intellectual Property Counselor since 2004 and a European Trademarks and Designs Attorney. Ana gained her experience in Competition by assisting international and prominent local clients in relation with various matters, and in the Intellectual Property field by assisting regarding complex copyrights and other neighboring rights issues in various industries.

Irina Petre, Partner, Energy and Natural Resources, Corporate and M&A

Irina comes to Stratulat Albulescu Attorneys at Law with a resume that reveals an impressive depth of experience in the fields of energy, projects and construction law (EPC). From her earliest work with Taylor

Joynson Garrett of London/Bucharest and CMS Cameron McKenna that introduced her to the fields of energy, projects, and construction law, to her most recent work as a solo practioner serving as counsel to the likes of E.ON Group Companies, GAZPROM Group Companies and others about European railway infrastructure, Irina has developed a formidable reputation in her chosen practice areas.

Corneliu Popa, Partner, Real Estate

Corneliu is a reputable attorney at law with over 20 years of experience in the Romanian and German legal markets. He is acting Co-Head of the Real Estate practice area alongside managing partner Silviu Stratulat. Corneliuâ&#x20AC;&#x2122;s background includes experience as Senior Lawyer, within the Corporate Department, Banking & Finance Department and Real Estate Department of a large Romanian law firm. He served as Team coordinator of Real Estate projects, performing due diligence exercises and reviewing and fine-tuning due diligence reports.

Ramona Iancu, Partner, Commercial, Corporate and M&A, Competition and Antitrust

Ramona joins Stratulat Albulescu Attorneys at Law as a specialist and widely experienced lawyer in general Corporate matters, Mergers & Acquisitions, Commercial, Competition, Antitrust, and State Aid. Ramona takes a proactive approach, and she possesses an in-depth knowledge of business affairs. Her practice areas cover primarily industry sectors such as Telecom & Media, Healthcare and Pharmaceuticals, and FMCG.

Costin Teodorovici, Partner, Banking and Finance, Competition

Costin brings 14 years of expertise in the field of banking and finance to our clients. His addition consolidates our top notch services in banking and finance and our ability to offer a complete array of specialized, high quality services to our clients. He has worked with some of the most prestigious financial institutions and other businesses across a wide spectrum of regulatory and finance projects. He was deeply involved with financers and developers in several prominent project finance deals during the golden age of the Romanian real estate market before the financial crisis.

TUCA ZBARCEA & ASOCIATII Address: 4-8 Nicolae Titulescu

Avenue, America House, West Wing, 8th Floor, 1st District, Bucharest, RO011141, Romania Website: www.tuca.ro Email: office@tuca.ro Phone: +4021 204 88 90 Contact person: Alina Pintica, Chief Marketing and Communications Officer; alina.pintica@tuca.ro; +4021 204 88 90

Number of lawyers in the firm: 108

Number of local partners: 28 -

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Dr. Florentin Tuca, Managing Partner, PPP, PFI and Concessions, Litigation and Arbitration, Corporate and Commercial, Mergers, Acquisitions and Privatisation, Banking and Finance

Florentin is experienced in corporate law, banking law, as well as project finance, concessions and other forms of PPP projects, notably in the fields of infrastructure and energy. He has also conducted, as co-ordinator, numerous privatisations, joint-ventures, mergers and acquisitions in various industries. In addition, he has handled domestic and international arbitration, particularly in relation to privatisation and cross-border disputes.

Gabriel Zbarcea, Managing Partner, Mergers, Acquisitions and Privatisation, Energy and Natural Resources, Real Estate, Corporate and Commercial

Gabrielâ&#x20AC;&#x2122;s main areas of expertise are in mergers, acquisitions and privatisation, real estate, corporate and commercial law, energy and natural resources. He has assisted Romanian and foreign companies in international joint ventures and corporate restructuring. He has also acted as a co-ordinator in mergers, acquisitions and privatisation deals taking place in Romania.

Stefan covers complex corporate reorganisations, public and private M&A, as well as post-privatisation issues and joint-ventures. He has acted on key-landmark projects in the banking/insurance, steel, oil, mining, telecom, pharma industries. His transactional experience includes advising international clients on complex transactions (domestic and cross-border) or large-scale investments in various industries (steel, mining, oil, pharma, banking etc).

Cornel Popa, Partner, Mergers, Acquisitions and Privatisation, Litigation and Arbitration, Corporate and Commercial, Energy and Natural Resources

Cornel combines top technical skills with commercial acumen to deal with complex and diverse matters. His multi-disciplinary approach covers large domestic and international jointventures, mergers, acquisitions and privatisation projects, and dispute resolution, conducting domestic arbitration cases, as well as international arbitration under the rules of ICC, ICSID, UNCITRAL, GAFTA.

Managing Partner

Gabriel Zbarcea,

Managing Partner

Stefan Damian,

Which Lawyer in Romania Law firms

Bucharest office; 2 - Cluj-Napoca office, operating in association with Somlea & Asociatii Most representative clients: CEZ, Deutsche Bank, Carrefour, Vodafone Romania, Alstom Transport, Coca-Cola Romania, McDonaldâ&#x20AC;&#x2122;s, European Bank for Reconstruction and Development, China General Nuclear Power Corporation, Philip Morris.

Stefan Damian, Deputy Managing Partner, Mergers, Acquisitions and Privatisation, Capital Markets and Securities, Banking and Finance, Competition

Dr. Florentin Tuca,

Deputy Managing Partner

Cornel Popa,

Partner

Sorin Vladescu, PartnerEnergy and Natural Resources, Electronic Communications and IT, Media and Advertising

Sorin has large expertise across energy and natural resources, including nuclear, electricity, renewable energy, and gas, advising on both specific industry-related matters, as well as regulatory/compliance, M&A etc. He has also been involved in amending the legal framework for establishing the promotion system for producing energy from renewable energy sources.

Sorin Vladescu,

Partner

R azvan GheorghiuTesta, Partner

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Ciprian Dragomir, Partner

Robert Rosu,

Partner

Which Lawyer in Romania Law firms

Ioana Hrisafi,

Partner

Levana Zigmund,

Partner

Razvan Gheorghiu-Testa, Partner- Real Estate, Corporate and Commercial Mergers, Acquisitions and Privatisation, Taxation

Razvan specialises in corporate/M&A, real estate, taxation. He co-heads the firm’s real estate practice group, as well as the firm’s specialised tax division, Tuca Zbarcea & Asociatii Tax SRL. He was also directly involved in a number of important Greenfield investments in sectors such as retail, consumer goods, steel, energy, telecommunications, oil and gas, pharma, as well as large-scale infrastructure projects with a real estate component.

Ciprian Dragomir, Partner, Mergers, Acquisitions and Privatisation, Environmental Law and Permitting, Intellectual Property, Healthcare and Pharmaceutical Law, Data Protection

Ciprian has a solid background in M&A/ privatisation, as well as environmental law. He is also a certified intellectual property counsellor for trademarks, coordinating the firm’s IP practice group and a certified insolvency practitioner, being an associate in TZA INSOLVENTA S.P.R.L. Other areas of practice cover healthcare and pharmaceutical law, and personal data protection.

Robert Rosu, Partner, Litigation and Arbitration

Dan Borbely,

Partner

Oana Ureche,

Partner

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As a litigator and one of the firm’s co-ordinators of the litigation and domestic arbitration practice group, Robert has briefed and argued in front of domestic and international courts for Romania’s government and foreign investors. His practice covers commercial litigation, administrative, competition, employment, IP, taxation, enforcement procedures and criminal litigation. Robert is also an associate in TZA INSOLVENTA S.P.R.L., a specialised unit representing creditors in complex insolvency proceedings.

Ioana Hrisafi, Partner, Litigation and Arbitration

Ioana is a pleading lawyer before domestic and international courts, covering commercial cases, including complex insolvency proceedings, competition law-related litigations, labour disputes, contentious and administrative disputes, tax disputes and real estate litigation.

Levana Zigmund, Partner, Litigation and Arbitration, Corporate and Commercial Mergers, Acquisitions and Privatisation

Levana deals with arbitration proceedings under leading institution rules, including UNCITRAL, ICC, ICSID. She has also acted in complex commercial, real estate, fiscal and administrative disputes. Levana regularly assists public and private companies in joint-ventures, corporate governance matters, corporate/ commercial transactions, business transfer projects, cross-border investments and has extensive experience in regulatory matters.

Raluca Vasilache, Partner, Competition, Intellectual Property

Raluca co-ordinates the firm’s competition/antitrust area of practice. She advises on investigations with the Romanian Competition Council, dawn raids, State aid matters, as well as on litigation involving competition law issues. She has undertaken procedures of reviewing M&A and reorganisation projects under antitrust and competition law. Raluca is also experienced in intellectual property matters.

Oana Ureche, Partner, Real Estate, Mergers, Acquisitions and Privatisation Corporate and Commercial

Oana focuses on real estate and M&A with a strength in corporate acquisition and sale transactions, related financing issues and preparation of complex salepurchase operations, having advised sellers and buyers in sophisticated transactions. She has been involved in major retail, residential and office developments, infrastructure and Greenfield developments.

Dan Borbely, Partner, Real Estate Mergers, Acquisitions and Privatisation Corporate and Commercial

Christina Vladescu, Partner, Litigation and Arbitration

Across residential, office and retail projects, Dan has handled legal and regulatory issues in purchase and sale, property finance, leasing and concession, property insurance, public/private construction, public works, property development and investment, mortgages and other collaterals, as well as recovery and security enforcement, joint ventures and leasing properties.

Christina has built up a recognised business litigation practice combining a thorough understanding of the local judicial system with advocacy skills as a trusted legal adviser and pleading lawyer. She has argued and briefed complex civil and commercial cases, in matters concerning ownership, civil and commercial agreements, enforcement procedures, contractual and tort liability cases, corporate law disputes, unfair competition and insolvency matters.

Serban Paslaru, Partner, PPP, PFI and Concessions, Employment

Ioana Gelepu, Partner, Litigation and Arbitration

Mihai Dudoiu, Partner, Banking and Finance

Mihai heads the firmâ&#x20AC;&#x2122;s banking and finance practice group. He acts for local and international credit institutions financing projects in Romania, with a particular focus on renewable energy and natural resources. He also specialises in advising on restructuring of nonperforming loans, trading of distressed assets and other pre-insolvency matters.

Ionut Serban, Partner, Litigation and Arbitration

As a pleading lawyer, Ionut has appeared before Romanian courts at all levels, domestic and international courts of arbitration in complex civil law, corporate and commercial, contentious-administrative, labour and fiscal disputes, complex bankruptcy and reorganisation proceedings, forced execution and debt recovery measures, as well as criminal law cases.

Ioana has successfully handled a large array of litigation cases involving areas such as civil, commercial (including challenges and claims against privatisation procedures), administrative (including tax and customs litigation), and labour law (including cases seeking to overturn decisions for disciplinary sanctions, payment of salary rights and collective bargaining agreements concluded at company level).

Silvana Ivan, Partner, Capital Markets and Securities, Corporate and Commercial Mergers, Acquisitions and Privatisation

Silvana works as part of the firmâ&#x20AC;&#x2122;s capital markets, as well as corporate/commercial, M&A/privatisation practice groups. Her clients include renowned multi-national companies, listed companies, investment firms, investment management companies and other top players on the market, including the main capital market authorities. She holds a L.L.M. in International Business Law.

Partner

Serban Paslaru,

Partner

Mihai Dudoiu,

Which Lawyer in Romania Law firms

Serban specialises in public procurement, concessions and other forms of PPP, especially in infrastructure (toll roads, rail, ports) and public utilities. He also co-ordinates the firmâ&#x20AC;&#x2122;s employment law practice group, advising on the full range of labour-related matters, including termination of employment and layoffs, restructuring programs, collective bargaining agreements, etc.

R aluca Vasilache,

Partner, Banking and Finance

Ionut Serban,

Partner

Christina Vladescu,

Partner

Ioana Gelepu,

Partner

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Silvana Ivan,

Partner

Irina Moinescu,

Partner

Which Lawyer in Romania Law firms

Catalin Baiculescu,

Partner

Cristian R adu,

Partner

Vlad Cercel,

Partner

Dragos Apostol,

Partner

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Irina Moinescu, Partner, Energy and Natural Resources Corporate and Commercial Mergers, Acquisitions and Privatisation

Irina specialises in energy law, with a focus on the electricity sector. She is experienced in dealing with privatisation projects in the electricity and gas sectors, regulatory matters, M&A and corporate issues. She also has technical knowledge and sector-specific experience in nuclear energy, advising on Romaniaâ&#x20AC;&#x2122;s largest investment in the field.

Catalin Baiculescu, Partner, Corporate and Commercial Mergers, Acquisitions and Privatisation, Banking and Finance, Electronic Communications and IT, Media and Advertising

Catalin has advised on many highprofile M&As and Romanian (post-) privatisations. He also specialises in banking and finance, where he has covered the full spectrum of banking regulatory legal issues and compliance, syndicated loans, project finance transactions, bank restructuring and privatisation. Furthermore, he is a skilled and resourceful lawyer in electronic communications/IT, as well as media and advertising.

Cristian Radu, Partner, Corporate and Commercial Mergers, Acquisitions and Privatisation, Energy and Natural Resources

His practice centres on mergers and acquisitions and general corporate and commercial law, and he is also a gaming law specialist, a niche area of practice in Romania. Cristian has experience in a variety of industries, including oil and gas, agribusiness, FMCG and the financial sector, and has acted for some of the flagship companies in these fields.

Gabriela Anton,

Partner

Vlad Cercel, Partner, PPP, PFI and Concessions, Electronic Communications and IT, Corporate and Commercial

Vlad has a wealth of practical experience in advising on the application and implementation of the various stages of procedures for awarding PPP and concession contracts. In addition, he has amassed considerable industry knowledge and expertise in advising on regulatory matters affecting the electronic communications and IT field, being one of the main co-ordinators of the firmâ&#x20AC;&#x2122;s projects in this area.

Dragos Apostol, Partner, Mergers, Acquisitions and Privatisation Corporate and Commercial, Real Estate

Dragos specialises in mergers, acquisitions and privatisation, as well as corporate and commercial law. He has advised on numerous joint ventures, assets and share sales and purchases, mergers, acquisitions, business transfers and reorganisations, as well as privatisation and concession projects. He also covers real estate development, investment, sale and purchase, real estate planning, commercial leasing and property management issues etc.

Gabriela Anton, Partner, Banking and Finance, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Gabriela has advised credit institutions, investment funds, and other international financial institutions, as well as borrowers, on a wide range of transactions, such as project finance and corporate finance in various industries. She has also been involved in mergers and acquisitions, privatisations, restructuring projects and the transfer of banking assets, including nonperforming loan portfolios. She recently advised on the largest acquisition of a portfolio of secured non-performing corporate loans in the CEE region.

Anca Puscasu,

Partner

Anca Puscasu, Partner, Litigation and Arbitration, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Anca represents clients in arbitrations before important arbitral forums. She has experience managing claims arising out of privatizations, sale and purchase agreements, natural resource concessions, contracts with States and state-entities. Her practice also covers advising on various M&A projects, as well as on corporate and commercial law for clients active in mining, oil & gas, electric power, railroads, banking, financial services, retail, real estate and manufacturing industries.

Oana Gavrila, Partner, Litigation and Arbitration

He has advised on private mergers and acquisitions, as well as privatisation projects involving major state-owned companies. He has structured and negotiated complex transaction documentation, such as shares sale and purchase agreements, business transfer agreements, joint-venture contracts, as well as side commercial agreements etc. He coordinated numerous M&A and corporate restructuring projects in the banking, oil and gas, mining fields, as well acquisition deals in the dynamic private pensions industry.

The Landmark, Building A, 010639 Bucharest, Romania Website: www.wolftheiss.com Phone: +4021 308 81 00 Fax: +4021 308 81 25 Contact person: Nadina Ivanov, nadina.ivanov@wolftheiss.com; +4021 308 81 00 Number of lawyers in the firm: 30 Number of local partners: 7

Most representative clients: Aberdeen Immobilien

Kapitalanlagegsllschaft GmbH, B2Kapital Portfolio Management SRL, Banca Comerciala Romana SA, Bunge group of companies, General Electric, European Investment Bank, Oracle Romania, Raiffeisen Bank, Revetas Capital, Vestas.

Horia Ispas,

Partner

Alexandru Cristea, Partner, Tax

Alexandru is a Partner with Tuca Zbarcea & Asociatii Tax S.R.L., an affiliate of Tuca Zbarcea & Asociatii law firm. His experience focuses primarily on indirect taxation, having broad knowledge in tax planning and international efficiency structures, as well as in VAT and excise duty audits. His clients come from a variety of industries, mainly Energy, Finance and FMCG.

WOLF THEISS RECHTSANWAELTE GMBH & CO KG SCA Address: 4 Vasile Alecsandri Str.,

Oana Gavrila,

Partner

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Alexandru Cristea,

Which Lawyer in Romania Law firms

Oana has represented clients in contentious-administrative cases, devising the strategy prior to initiating legal action, drawing up of all procedural documents and providing legal representation in court. She has also acted in contractual claims and tort liabilities cases, as well as civil disputes and labour related cases.

Horia Ispas, Partner, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Partner

Bryan Wilson Jardine, Managing Partner

Bryan is the Managing Partner of the Bucharest office since 2005, when he assisted in establishing the local presence of Wolf Theiss in Romania. A Californiaadmitted (since 1990) and registered foreign lawyer with the Bucharest Bar Association, Bryan has lived and worked in Romania since 1996. Over the course of his U.S. and international legal career spanning nearly thirty years, he has provided legal advice on privatizations, corporate M&A, energy law, regulatory and public procurement, dispute resolution and real estate to a number of high profile clients active in various business sectors in the CEE/SEE region.

Ligia Cecilia Popescu,

Partner

249

Ileana Glodeanu,

Partner

Adrian Ster,

Partner

Which Lawyer in Romania Law firms

M aria M axim,

Partner

Claudia Chiper,

Partner

Ligia Cecilia Popescu, Partner

Ligia is coordinating the Dispute Resolution and Procurement practices of the Bucharest office of Wolf Theiss. A graduate of the Law School of the Bucharest University, she also holds a LL.M. in Business Law and European Law from the London School of Economics and Political Science (LSE). Ligia is a former diplomat in the Romanian Ministry of Foreign Affairs specializing in economic diplomacy (double taxation and investment). She is a member of the Bucharest Bar since 1994 and has gained substantial experience as a private practice lawyer by working with prestigious law firms in Bucharest and the City of London. Ligia successfully advised multinationals and investment funds in complex cross-border arbitration and litigation in a variety of industries, including without limitation construction, aviation, energy, financial services. She specializes in construction, tax, competition, public procurement and IP/IT litigation and arbitration. Ligia is a licensed public procurement expert, a regular contributor to legal magazines and a frequent lecturer at local and international conferences on her areas of expertise.

Ileana Glodeanu, Partner

Ileana is the coordinator of the Corporate/M&A team in Bucharest. As a talented and professional lawyer, who enjoys high positive name recognition on the M&A market, Ileana is extremely active and has advised on some of the largest transactions concluded in the past few years in Romania. She has a solid profile as a leading expert with a particular focus on energy, TMT and pharma, also excelling in the field of employment and insolvency restructuring. Ileana has also received several awards as woman in business law in Romania and in Europe, in recognition of her achievements. She is a member of the Bucharest Bar Association and holds two LL.M. degrees in Private and Commercial Law.

Adrian Ster, Partner

Adrian is the coordinator of the Competition Antitrust Practice Group of the Bucharest office. Before joining Wolf Theiss, Adrian was Managing Associate within the Competition, IP & Consumer Protection Practice of a top local law firm. His experience in relation to competition law matters extends to over 10 years and includes advising high-profile clients active in a number of industries

250

like telecommunications, household appliances, retail, media, advertising, energy, FMCG and pharmaceuticals in relation to antitrust investigations, merger control and leniency applications, including the providing of compliance trainings and the carrying out of competition law audits. Adrian holds a Romanian law degree obtained from the Babes – Bolyai University Law School, a law degree obtained from the Nottingham University Law School and a LL.M in European Law from the University College London Law School. He is a member of the Bucharest Bar Association and of the Romanian National Chamber of Industrial Property Attorneys.

Maria Maxim, Partner

Maria is the coordinator of the TMT and Data protection practice in Romania. During her legal career of nearly 20 years, Maria has implemented numerous data privacy, anti-trust and compliance programs for major companies and has conducted a number of trainings programmes in her areas of expertise. She has extensive knowledge of the telecom industry, as, for 18 years, Maria was in-house legal counsel of a major telecom company in Romania. She was also senior manager, FIDS inside one of the “Big Four” accounting firms in Romania. Maria holds a law degree from the Faculty of Law of the University of Bucharest and a Master’s degree in business law from Titu Maiorescu University, Bucharest. She graduated the EMBA at Maastricht School of Management, and is currently enrolled in the Ph.D. programme in civil law at the University of Bucharest - Faculty of Law. She is a member of the Bucharest Bar.

Claudia Chiper, Partner

Claudia is the coordinator of the banking and finance practice of the Bucharest office. With almost fifteen years of experience in the legal field, Claudia specializes in banking, finance, and capital markets. Highly praised by clients, Claudia has extensive experience in dealing with and coordinating finance transactions as well as advising international and domestic credit institutions, financial companies, and corporations in relation to regulatory aspects of Romanian law, and capital markets law. In addition to a Romanian law degree, she holds an LLM degree awarded by Queen Mary University of London. Claudia is a member of the Bucharest Bar Association.

VOICU & FILIPESCU SCA Address: 31 General Ernest Brosteanu Street, 1st District, Bucharest, RO010527, Romania Website: www.vf.ro Email: office@vf.ro Phone: +4021 314 02 00 Fax: +4021 314 02 90 Contact person: Daniela Comsa; daniela.comsa@vf.ro Number of lawyers in the firm: 20 Number of local partners: 8 Most representative clients:

Allianz Partners, Baker Hughes, Bilfinger Group, Bel Rom, Capgemini, Euroins, DUET, General Electric Medical Systems, Goodyear, OTP Bank, REWE Romania.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Daniel Voicu, Managing Partner

Mugur Filipescu, Managing Partner

He has extensive experience in M&A, banking and financial transactions, general corporate and commercial, contracts. He has strong negotiation skills and has structured numerous deals on markets such as financial services, energy, FMCG, telecommunications, auto, wood.

Marta Popa, Senior Partner

She is an experienced lawyer, covering public procurement and PPP, employment, outsourcing, mergers and acquisitions, energy, TMT, project finance, general commercial. Her clients’ portfolio includes companies activate in IT&C, outsourcing, professional services, financial services, FMCG, energy, medical devices, manufacturing.

Alex Tabacu,

Partner

She has extensive experience in commercial real estate, advising commercial, industrial, financial, institutional and individual clients. She is the exclusive winner of 2017 and 2018 ILO Client Choice Award for Romania in real estate.

Dumitru Rusu, Partner

He is an experienced banking & finance and capital markets lawyer, advising international and Romanian financial institutions on regulatory and commercial legal matters, as well as project management, both in private practice and, previously, as in-house lawyer for Raiffeisen banking group.

Mugur Filipescu, Managing Partner

Raluca Mihai, Partner

Her main practice focuses on public procurement and PPP and employment consultancy and litigation including related administrative and court disputes. Raluca is licensed as procurement expert. She provides expert advice on a wide variety on general corporate and commercial, contracts, energy and litigation. She is the exclusive winner of 2017 ILO Client Choice Award for Romania in projects and procurement.

Alex Tabacu, Partner

He is the head of the group’s specialized tax and accounting company, Voicu & Filipescu Tax Advisers SRL. He is a very experienced tax and accountancy expert and financial adviser, providing local and multinational companies with specialized services regarding their business in Romania.

Mariana Popa, Managing Associate

Mariana is an experienced lawyer and insolvency practitioner - member of UNPIR and of INSOL Europe. She runs Voicu & Filipescu group’s insolvency specialized company VF Insolventa SPRL, focusing her practice on insolvency administration/ liquidation and restructuring. She is also an experienced trainer and speaker in specialized events.

M ariana Popa,

Managing Associate

M arta Popa,

Which Lawyer in Romania Law firms

He advises international and Romanian clients active in industries like food & beverages, telecommunications, pharmaceutical, tobacco, real estate, chemicals, professionals services, IT&C, tires, banking including corporate, mergers and acquisitions, real estate, construction, contracts.

Roxana Negutu, Partner

Daniel Voicu,

Managing Partner

Senior Partner

Roxana Negutu,

Partner

Dumitru Rusu,

Partner

R aluca Mihai,

Partner

251

Cosmin Vasile, Managing Partner, Head of Arbitration Department

Ioana R acoti,

Senior Partner and Founder

ZAMFIRESCU RACOTI & PARTNERS ATTORNEYS AT LAW Address: 12 Plantelor Street, 2nd

intricate projects regarding the oil & gas industry and energy sector, by granting legal assistance pertaining to investment strategy, regulatory issues and contract law. She is Co-Coordinator of the Banking & Finance department and coordinator of the Capital Markets and Energy & Natural Resources practices.

Number of lawyers in the firm: 53 Number of local partners: 9 Most representative clients: ALRO

Anca Danilescu, Senior Partner

District, Bucharest, RO-023974, Romania Website: www.zrp.ro Email: office@zrp.ro Phone: +4021 311 05 17 (18) Contact person: Cosmina Muresan (Feuer), Director of Marketing Communications;

SA/Vimetco NV, Engie, Piraeus Bank Romania SA, Saint Gobain, Transport Trade Services, WNS Global Services, Adidas, OMV Petrom, Raiffeisen Bank, Philip Morris

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Anca Danilescu, Senior Partner

Elena Iacob,

Partner, CoCoordinator of the Banking & Finance department and head of the Public Procurement practice

Stan Tirnoveanu,

Senior Partner

Alina Tugearu,

Partner, Head of the Intellectual Property Department

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Cosmin Vasile, Managing Partner, Head of Arbitration Department

Cosmin serves as counsel and arbitrator in a wide range of significant national and international disputes, including arbitrations conducted under the rules of the ICC, LCIA, CAM, SCC, VIAC, UNCITRAL, ICSID and CICA. In the international arbitration arena, Mr. Vasile concentrates his practice in the resolution of complex, high-exposure construction disputes, but also of other commercial contractsâ&#x20AC;&#x2122; related disputes in areas such as energy and privatization. In addition, Mr. Vasileâ&#x20AC;&#x2122;s extensive litigation experience covers a variety of dispute resolution issues in the public procurement, administrative and fiscal, and debt collection sectors.

Ioana Racoti, Senior Partner and Founder

Specializing in banking and capital markets, she mainly represents lenders and international banks/financial institutions in transactional work and regularly deals with all aspects of financing and capital markets transactions, private placements and public offerings. She frequently advises on banking regulatory matters, lending procedures, and structured finance products and is also active in fields connected to banking law, such as M&A and restructuring, project and asset finance, mortgaged loans. Ioana has also developed an extensive practice in energy and natural resources, being highly sought after as an advisor for

Anca leads the Mergers & Acquisitions, Real Estate and Employment departments. She has developed significant practice in project finance, corporate, commercial and mergers & acquisitions. Anca is also involved in intricate financing transactions, including bank facility agreements, syndicated international loans and securitizations. With a vast experience, well-known for her solution-oriented approach, Anca has been actively involved in national and international transactions, which have presumed complex operations related to share capital and company assets for important clients, many of them large international companies. Anca has provided advice in various fields, including chalk and glass industry, telecom, naval industry, as well as aviation.

Elena Iacob, Partner, CoCoordinator of the Banking & Finance department and head of the Public Procurement practice

Elena has extensive expertise in regulatory issues and financing transactions, assisting numerous banks and non-banking financial institutions, as well as payment institutions or agents of e-money institutions in statutory and regulatory matters, drafting and reviewing standard documentation for financial products and services, analysis of guarantees, assistance in secured and unsecured loan transactions, syndicated facilities, creation and perfection of guarantees and securities. She has been involved in complex transactions ranging from operations for establishment/ authorization of financial institutions, to operations for attracting of financing (including issuance of bonds, loans without terms, subordinated loans, convertible loans, project financing or secured or unsecured loans) and credit portfolio transfers.

Stan Tirnoveanu, Senior Partner

He leads the Restructuring & Insolvency practice as well as the Banking Litigation practice, being one of the most reputed lawyers in Romania in the area of liquidation and reorganization in the banking system. Tirnoveanu, with over 28 years of experience as a lawyer and over 20 years of experience as an insolvency practitioner, has broad expertise in representing clients in insolvency and bankruptcy, debt recovery and dispute resolution, bringing clients a unique insight into this areas. He ensures legal assistance and representation for both creditors and debtors in the insolvency procedure. His banking practice covers the wide array of financing and funding transactions, trade finance facilities, collaterals system and credit securities issues.

Specializes in civil and commercial litigation. She focuses her practice on international arbitration, administrative/ contentious and intellectual property disputes. Alina represents corporate clients in various national disputes and has solid experience in trying arbitration cases before national and international arbitral panels in arbitration proceedings held under the auspices of the International Chamber of Commerce, the London Court of International Arbitration, the Vienna International Arbitration Centre, the Court of International Commercial Arbitration (Bucharest) and under the UNCITRAL arbitration rules in ad hoc arbitration, in complex projects involving construction disputes, including matters regarding FIDIC contracts, and post-privatization related disputes.

Calin-Andrei Zamfirescu, Senior Partner and Founder, Head of Dispute Resolution department Calin is a leading Romanian expert in litigation and arbitration, acting as counsel for major clients in important domestic and international litigation and arbitration proceedings, being praised for his experience in banking, finance, insolvency, liquidation, and bankruptcy-related contentious matters. Calin legally assists and represents clients in front of the courts of law (including the Courts of Appeal and the High Court of Annulment and Justice), the Constitutional Court, the Court of

Danut â&#x20AC;&#x201C; Ioan Bugnariu, Partner and Coordinator of the Business Crime Department

Danut has over 17 years of professional experience in civil and business disputes, with focus on white collar crime. He is a certified specialist in business crime law by the Fitzwilliam College, University of Cambridge, being recognized as an expert in Romanian criminal law by the courts from England (Westminster Court of Magistrates). In the business crime law area, he successfully represents both local and foreign top companies, companies activating in key economic areas, and public figures of the Romanian business environment and politics, at all levels of jurisdiction including the Supreme Court, the Romanian General Prosecution Office, the Anticorruption Direction (DNA), the Anti-Organized Crime and Counterterrorism Directorate (DIICOT) and the Parliamentary Investigation Committees. Danut - Ioan Bugnariu joined the Bucharest Bar in 2001 and is a member of reputed international professional associations, such as Fair Trials International, London, or the European Criminal Bar Association.

Calin-Andrei Zamfirescu,

Senior Partner and Founder, Head of Dispute Resolution department

Danut â&#x20AC;&#x201C; Ioan Bugnariu,

Partner and Coordinator of the Business Crime Department

Valerian Cioclei,

Which Lawyer in Romania Law firms

Alina Tugearu, Partner, Head of the Intellectual Property Department

International Commercial Arbitration attached to the Romanian Chamber of Commerce and Industry and other international arbitral courts, so far having been involved in over 10,000 cases during his career of over 41 years. He is Honorary President of the National Union of Romanian Bars as well as Head of the Romanian Delegation before CCBE (Council of Bars and Law Societies of Europe).

Partner of Counsel, Leading Member of the Business Crime Department

Valerian Cioclei, Partner of Counsel, Leading Member of the Business Crime Department

With more than 30 years of professional experience, Valerian Cioclei is a Professor at the Faculty of Law, University of Bucharest (Criminology and Criminal Law), national expert from Romania (nominated by the National Association of the Romanian Bars) in the Project of Council of Bars and Law Societies of Europe concerning the rights of the accused, as well as a Visiting Professor at Paris I Pantheon Sorbonne University. Valerian Cioclei was a member of the Commission for the Drafting of the New Criminal Code and a trainer at the National Institute of Magistracy.

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